4

BY-LAWS OF EDUCATORS FOR EXCELLENCE, INC.

ARTICLE I BOARD OF DIRECTORS SECTION 1. Function. The Board of Directors shall have the ultimate control of and responsibility for the conduct of the affairs of the Corporation. The Corporation shall have no members. SECTION 2. Number of Directors. The number of Directors constituting the entire Board shall be at least five (5) but not be less than eight (8). Subject to such limitations, the number of Directors shall be fixed from time to time by the Board of Directors. As used in these By-Laws, the phrase "entire Board" means the total number of Directors previously fixed by the Board of Directors which the Corporation would have if there were no vacancies. No decrease in the number of Directors shall shorten the term of any incumbent Director. SECTION 3. Election and Term. The Board of Directors shall be determined as follows: (a) Designated Directors. The following persons shall automatically be a member of the Corporation's Board of Directors (the "Designated Directors") as long as they agree to hold such position: Evan Stone, Sydney Morris and Anne-Margoriet Crousillat. Elected Directors. Additional Directors shall be elected to hold office for a term (b) of three (3) years (the "Elected Directors"). The Elected Directors shall be divided into three classes, designated by the year of the expiration of their respective terms. Such classes shall be as nearly equal in number as the then total number of Elected Directors permits. At the regular meeting of the Board of Directors prior to each annual meeting of the Board of Directors, the Governance Committee shall propose a slate of nominations for the successors of the class of Elected Directors whose term expires at the next annual meeting. At each annual meeting, the Governance Committee shall nominate the successors from such slate and the Board of Directors shall elect the successors. An Elected Director's term shall commence on the January 1 following the annual meeting he or she was elected. Each Elected Director shall hold office until the expiration of the term for which he or she is elected or until his or her successor has been elected and qualified, or until his or her death, resignation or removal.

(c) Director Requirements. Except for the person serving as the Chair of the Board of Advisors at the time of his or her election, only persons who are or have been classroom teachers, educational paraprofessionals or school administrators may serve as Elected Directors. SECTION 4. Vacancies. Whenever any vacancy shall occur in the Board of Directors by reason of death, resignation, removal (including removal without cause), increase in the number of Directors or otherwise, such vacancy may be filled by a majority of the Directors then in office, although less than a quorum, or by a sole remaining Director. The Governance Committee may propose candidates to fill such vacancy at the regular meeting of the Board of Directors prior to the meeting at which the election is to be held. At the meeting at which the election is held, the Governance Committee shall nominate such candidates from among the persons so proposed. Any Director so elected shall hold office until the next annual meeting of the Board of Directors and until his or her successor has been elected and qualified. SECTION 5. Annual and Regular Meetings. The annual meeting of the Board of Directors shall be held in November or December at such date, time and place as the Board shall fix. Regular meetings of the Board of Directors shall be held at such times and places as the Board shall fix. SECTION 6. Special Meetings. Special meetings may be called at any time by a CoPresident or, in his or her absence or inability to act, by a Vice-President, or by the Secretary upon written demand of not less than one-fifth of the entire Board. SECTION 7. Notice of Meetings. No notice shall be required of annual or regular meetings for which the Board has fixed the time and place. Written, oral, e-mail, telephonic or any other mode of notice of time and place shall be given of special meetings not less than 48 hours before the time of such meeting, unless the lapse of such time has been waived. Unless required by the Not-For-Profit Corporation Law or these By-Laws, notice of annual, regular or special meetings need not specify the purpose of the meeting. Notice of any adjournment of a meeting to another time or place because a quorum is not present shall be given to Directors who are not present at the time of adjournment and, unless such time and place are fixed at the meeting, to the Directors present at the time of adjournment. Any notice requirement shall be waived by any Director who signs a waiver of notice before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to him. SECTION 8. Quorum. A quorum of the Board of Directors shall be [one-halfj of the Directors then in office. If such number of Directors is not an even number, then such number shall be rounded down to the nearest whole number. In the absence of a quorum, those Directors present may adjourn a meeting from time to time to another time and place until a quorum is obtained. SECTION 9. Action at Meetings. Each Director shall be entitled to one vote at any meeting. Except as otherwise provided in the Not-for-Profit Corporation Law or in these ByLaws, all action of the Board of Directors shall be by a majority vote of the Directors present at a duly convened meeting at which a quorum is present. Robert's Rules of Order shall be the guide in all questions of parliamentary rules.

SECTION 10. Participation by Telephone. Any one or more members of the Board of Directors may participate in a meeting by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting. SECTION 11. Removal of Directors. A Director may be removed with or without cause by majority vote of the entire Board. Notwithstanding any provision to the contrary in the Notfor-Profit Corporation Law or in these By-Laws, notice of any meeting at which the Directors shall consider the removal of a Director, setting forth the proposed removal, shall be given to each Director as provided in Article II, Section 7. SECTION 12. Compensation. Directors shall not receive any compensation for their services as such.

ARTICLE II OFFICERS SECTION 1. Election. At the regular meeting of the Board of Directors prior to each annual meeting of the Board of Directors, the Governance Committee shall propose a slate of nominees for Co-Presidents, Vice-Presidents, Treasurer, and Secretary to the extent their term of office will expire at the next annual meeting of the Board of Directors. At the annual meeting of the Board of Directors, the Governance Committee shall nominate the officers from such slate and the Directors shall elect the officers for the ensuing term. Subordinate officers may be appointed from time to time by the Board of Directors. The Directors may from time to time designate the seniority of the Vice Presidents and in the absence of such designation their seniority shall be in accordance with their respective length of service as a Director of the Corporation. SECTION 2. Terms of Office. All officers shall serve for [three (3) year] terms with no term limits. All officers shall serve until their successors have been elected or appointed and qualified. SECTION 3. Duties of Officers. The duties of the officers shall be as follows: Co-Presidents The Co-Presidents shall preside at all meetings of the Board of Directors. In addition, the Co-Presidents, subject to the authority of the Board of Directors, shall be the chief executive officers of the Corporation. The Co-Presidents shall also perform such additional duties and have such additional authority as may from time to time be granted or assigned to them by the Board of Directors. The Co-Presidents shall be a member ex-officio of all committees of the Corporation.
573982

-3-

Vice President The Vice President, or Vice Presidents if there be more than one, shall, in the order of seniority, perform the duties and exercise the powers of the President during the absence of the President. In addition, each Vice President shall perform such duties, have such authority and carry out such functions as are customarily associated with such office and as may from time to time be granted or assigned to him or her by these By-Laws or by the Board of Directors or by the President. Treasurer The Treasurer shall have the care and custody of and be responsible for all of the funds and securities of the Corporation and he or she shall deposit the same in such depository as may be designated by the Board of Directors. He or she shall render a statement of account at reasonable times to the Board of Directors. In addition, the Treasurer shall perform such duties, have such authority and carry out such functions as are customarily associated with such office and as may from time to time be granted or assigned to him or her by these By-Laws or by the Board of Directors. Secretary The Secretary shall keep an accurate record of the proceedings of all meetings of the Board of Directors. He or she shall give all notices required to be given by these By-Laws and the laws of the State of New York. In addition, the Secretary shall perform such duties, have such authority and carry out such functions as are customarily associated with such office and as may from time to time be granted or assigned to him or her by these By-Laws or by the Board of Directors. SECTION 4. Authority. Each of the officers named above shall have authority commensurate with their respective offices or as authorized by the Board of Directors, on behalf of and in the name of the Corporation, to execute contracts, releases, receipts, and other instruments for the Corporation. SECTION 5. Removal of Officers. The Board of Directors may remove any officer with or without cause. SECTION 6. Vacancies. Whenever a vacancy shall occur in any office elected by the Directors, such vacancy shall be filled by the Board of Directors for the balance of the predecessor's term and until his or her successor has been elected or appointed and qualified. SECTION 7. Compensation. No shall receive any compensation for his or her services as such.

573982

51

1:1-.71 I to"no 011

SECTION 1. Creation. The Corporation is authorized to create and maintain, on an advisory and honorary basis, a Board of Advisors, to consist of persons whose knowledge, experience, reputation, celebrity, associations, influence or time, would in any manner serve the potential interests of the Corporation, and who have an interest in its goals, objectives and charitable purposes. Members may, but need not be, directors of the Corporation. The Board of Advisors shall be designated on a year-to-year basis, at the Annual Meeting of the Board of Directors. Additional members may be added by the Board of Directors from time to time at regular or special meetings. SECTION 2. Function. The Board of Advisors shall have no power or authority to obligate the Corporation, in any manner, or adopt policies or take actions which are binding upon it. The Board of Advisors shall, collectively or individually through its members, render such advice and guidance as the Board of Directors or Officers of the Corporation may seek and shall otherwise act in such honorary capacity or capacities as the Board of Directors might require, from time to time, in furtherance of the goals, objectives and charitable purposes of the Corporation. SECTION 3. Operations. The Board of Advisors may meet from time to time at its discretion. Any notices for meetings shall be given by the Secretary of the Corporation. The Chairperson of the Board of Advisors shall designated by the Co-Presidents of the Corporation. The Board of Advisors may elect, from among its members, honorary officers, as it shall deem appropriate and in the best interests of the Corporation, but only after approval by the Board of Directors.

ARTICLE

IV

COMMITTEES SECTION 1. Standing Committees. At the annual meeting of the Board of Directors, the Co-Presidents shall appoint the Chairs, if the Chair is not otherwise provided for below, and the members of the Standing Committees set forth below, subject to confirmation by the Board of Directors. The Co-Presidents shall have the continuing authority to add and remove members of the Standing Committees subject to confirmation by the Board of Directors. Governance Committee. The Governance Committee will make (a) recommendations as to the election of directors and officers. The Governance Committee shall be comprised of the Designated Directors and such other persons assigned to the committee by the Co-Presidents.

573982

-5-

COPY OF WITHIN PAPER RECEIVED

MAY 1-8 2011

SECTION 2. Other Committees. The Board of Directors may create such additional committees as it shall deem advisable and the Co-Presidents shall have the authority to appoint the chair and members of such committees, subject to confirmation by the Board of Directors. SECTION 3. Terms of Committees and Their Members. Committees shall exist at the pleasure of the Board of Directors. Subject to the foregoing, each committee Chair and member shall act for one (1) year or until his or her successor is duly elected or appointed and confirmed.

SECTION 5. Committee Action by Written Consent. Any Standing Committee and any other committee may take any action required or permitted to be taken by it without a meeting if all members of such committee consent in writing to the adoption of a resolution authorizing the action. SECTION 6. Telephone Participation in Committee Meetings. Any one or more members of any Standing Committee or any other committee may participate in a meeting of such committee by means of a conference telephone or other similar communications equipment allowing all persons participating in the meeting to hear each other at the same meeting. Participation by such means shall constitute presence in person at a meeting.

ARTICLE V FUNDS OF THE CORPORATION All funds acquired by the Corporation shall be held, invested and administered by the Board of Directors and the principal and income utilized by it at such times and in such amounts as it, in its discretion, may deem suitable and proper in order to comply with all applicable laws and regulations and to further the purposes set forth in the Corporation's Certificate of Incorporation.

ARTICLE VI NEGOTIABLE INSTRUMENTS All checks, drafts, notes, bonds and other negotiable instruments of the Corporation shall be made in the name of the Corporation and shall be signed by such officers and/or agents of the Corporation as the Board of Directors may from time to time designate. Checks or drafts may be endorsed for deposit to the credit of the Corporation by any officer of the Corporation or by any duly authorized agent.

573982

in

VM1IILPi4'i1J AMENDMENTS A proposal to amend or repeal these By-Laws may be adopted at any meeting of the Board of Directors at which a majority of the entire Board is present. A copy of such proposal shall be provided to all the Directors in office at least seven (7) days prior to such meeting, together with the notice of the next regular meeting of the Board of Directors or of a special meeting called for that purpose, which notice shall state that such proposal shall be acted upon at such meeting. If, at such meeting, two-thirds of the Directors present approve such proposal, or a modification thereof, it shall then go into effect.

ARTICLE VIII INDEMNIFICATION The Corporation will, to the fullest extent now or hereafter permitted by law, indemnify any person made or threatened to be made party to any action or proceeding by reason of the fact that he was a member of the Board of Directors or an officer of the Corporation, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorney's fees.

573982

-7-