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PROPOSED REVISED BY - LAWS Atlanta Urban Corps, ARTICLE I. Inc . Purpose and Functions The Atlanta Urban Corps, Inc. s:hall. have ass its purpose the development of programs for the constructive involvement of college students in: various phases and forms of public service activ itie s within the greate r- A t~anta area, in association with Federal, state and local gov ernments, the busines-s - and academic communities, and such other organizations and individuals whose inter.est s complim.ent the aforesaid purpose. The Atlanta Urban Corps., Inc·. , s-h all~endeav or: to~stimulate .interest and support in such programs, shall develop appropriate sources ' of:funding .and shall, either directly or in cooperation with. other.. agencies. and. organizations, administer such programs as shall be consistent with . the. aforem e ntioned ..purpose. ARTICLE II. Offices The principle office of the corpuration in- the State of.Georgia sha ll .b e loc a t e d in the City of Atlanta, County of Fulton. T.he c.or.por:ation shall:have such. other offices, either w ithin or without the State of G e orgia as- the Hoard oLilirectors . may d e termine or as the affairs of the co r po rati on may require fr om· time to time . The corporation shall ha:v e and. c:ontinuo.usl y mai ntai n in the State of Georgia a registered offic e and a r egis te r ·ed agent whose office is. identical.with such regis te r e d offi ce . The r e g i ster e d offic e m ay be,. but. n e e ci not b e , . identicaL with. the p rincipal office in t he S tate of G eo r gia,. a nd the a ddr .e:.S'S: of_ the: r .e g,is tere d :..offi ce may be chan g ed from time t o time b y the B oar d of D i.re c t o r s •. ARTICLE Ill. S ection L Adviso ry C oun c il Powers . AII p-ow e r-sc at.· the- Atlanta- Ur·b a rr- C-o rps i Inc ; , and the e xerci se of s u ch p,ow. ers shall he. vested in an .Advisory C:.ounci l ,. . e ,x :cept as aothe r wise �- 2 provided in these By-laws or by the provisions of the Charter of the Atlanta Urban Corps, Inc., or the laws of the State of Georgia. It will be the sole quty of the Advisory Council to determine the community needs in regard to Atlanta Urban Corps ,: Irie.•: ,. and. to reflect :same in establishing the overall policy direction of the corporation. Section 2. Members -of Advisory-Council. The.Advisory Council shall be composed .of 32 .members, _ each· to. be of either ex officio or elected status. (a):. Ex Officio ~embers.. :.. Tliose members of the advisory Council by virtue of .their.:offic.e shall .be: The .E x ecutive Director of the Atlanta Urban Corps, Inc. ? Tlie.Mayor oLthe City of Atlanta Tlie·.Regional Directors of the Peace Corps, VISTA, and Teachers Corps eJ;The. Dir e ctor, · (or . his design ated r e pr e s e ntative ) of SREB ·t.;J'·-J::;:.(b): Erecte d M e mb e rs. (total numb e r in each c a t egory) Student Repres e ntative (6) - The student members of the Advisory counc·il .sha ll b e chos e n from thoe e students who have spe nt a minimum of: one- t e rm in the A tla nta Urba n Corps, Inc. prog r a m. The y sha ll b e stude.nt.s . of.Atlanta ·ar e a colleges, no more than one student sha ll be chos:e:n f r om a ny one colle g e . A eademi<: Repr esentat ives ( 5 ) - F ive c ollege Presid ent s ( or t heir d e signat e d re:p re senta t i v es ) shall b e chos e n from c olle g e s in t he Atlanta area. Governmental_Represent a tives ( 5) - Five governmental representatives shall be chosen fr o m within t h e framework of city government and shall be: -crunp-os.e.d oLone ·eity ·administrator from the Mayor I s Staff, two city �- 3 department he a ds (from _d e p a rtments utilizing Urban Corps interns), and t w o members of the Bo a rd of Alder1nen. Agency Repr e s e ntative ( 5) - Five agency representatives from .s the private agencies utilizing the larg1t number of Urban Corps interns· in the Summer Program most recently completed. No more than :one representative from any one agency. Community R e pr e s e nta tive (5) - Five members shall be chosen fr:om··.the Professional and Business sectors of the Atlanta Community. Ne> two Community Representatives shall have primary affiliation with the . same organization. Section 3. Electlon of Members.. Members shall be electe d by the Advisory · c rounc.ii. in .power at the time of the election. An affirmative vote of t w o-thirds of the Advisory Council shall b e required for election. S e ction 4. T e rms • . (aY E x Officio Members . are permanent memb e rs of the Advisory Council (b):.. E r ected members. Student representatives and Agency repres e ntatives shall .serve a term of one year. All other electe d members will serve a term of t w o :year.s.- AlL elect e d members may be selected for successive terms. S e ction 5. T e rmination. The Advisory Council by affirmative vote of 2/ 3 of :al L of the memb er s of the council, may suspend or e x pel a member for cause after a n :app r op riate. hea rin g, and, by a majority vote of those p r esent at any r egula rly cons.titut e d- m e eting , _ m ay t e r minate the membershi p of any m e mbe r w ho b e co me s ineligible for memb er s h ip. S e ction .6 •. _vacancies . =.Any vac a n cy on the A d v i sory C o uncil for any re a son shall be tentatively filled by app_o intment of t h e Chairman of the Advisory CounciL A :.r e pr esentative fr.om the are a whose representation is reduced by the v acan cy, -s'\.....,,.__._._ ~ 143.215.248.55,~~ --~ ~ ---" So-.'-~ 143.215.248.55 �- 4 - The .appointment shall be. for the unex pired term of the vacated position and shall become final upon the majority vote of those present at a regularly c~mstituted meeting .of the Council. All .members of the Council shall be advised in writing of ±he appointment within. 3 0. days of said appointment. Section 7; Meetings. The A divsory Council shall beet bi-annually once in the :£fr st week in April, . and . again in the fir st week in November, for the purpose of:elections and for. the transaction of such other business as may come before the m-eeting. The.se by-laws shall serve as notice of regular meetings. m ·an :·of .the A.dv:is.o :ry Council .has the power to call special meetings. Only the ChairIn doing so, he :must give 10 days prior. notice in writing and must inform the Chairman of the B:oard .of Directors and the .E xe cutive Director as to his actions in advance of the notification by 3 .days~ Any petition bearing the signatures of 25% of the Advisory Gouncil.sha lLcompelLthe Chairman to call a meeting with the due process of notific a tion. S e ction 8. Quorum. A majority of the met1;1bership of the Advisory Council shall :Constitute a quorum for . the transaction of business at any meeting. A majority of:'a :.quorum is sufficient to a ct. unless specified herein. However, a majority of thos e ppesant. when a quor.um. .i s · not pr e sent may adjourn the meeting from time to time , .. with.due process of notific a tion until a quorum is reached. S e cti on 9._ Voting Rfghts and Prox y. Each member s hall b e entitle d to one votewn :e ach m atte.r. :submitted to a vote of the members. In case of a tie, the i ssue shalLhe :defeated.: Any mem.b er entitled to vote may vote by proxy executed in writing by the member or. by his duly. authoriz ed designa te. All proxies will be valid until the e.next: tluly:. constituted m eeting. Section 10. Compensation. Each member of the Advisory Council will serve without. ·compens ation exce.pt·for reimburs ement for authorized expenses incurred �5 .;. within the scope of the business of the corporation. ARTICLE .IV. Section 1. Board of Directors Powers of Boa rd of Directors. The Board of Directors shall during times as the Advisory Council is not conve ned, e x ercise all the leg a l powers oL said Council with the e x ception of amending the Charter or By-laws of Atlanta Urban Corps, Irie. ·, disposing of the property of Atlanta prban Corps, Inc. e x cept in:the regular course- ofbusin:ess, or dissolving the Atlanta Urban Corps, Inc. Specificially ,- the Board· of Directors shall appoint the E x ecutive Director of the A-tl:anta ·U-rban Corps, , Inc., confirm his staff appointments, confirm the budget proposal of the E x ecutive Director and organize and conduct fund raising efforts. It :shall also delegate to the duly appointed E x ecutive Director the operational control of ±he Atla nta Urban Corps, Inc. The Executive Director shall be appointed for a term of i me year ·with the r i ght to success i on . S e ction 2 . M e mb e rship. The Bo a rd of Directors shall be composed of members of ±he Advisory Council in the following fashion: T w o members from Student Representatives O fi. e each from the representafives of Government, Agencies, Community and Hig~er Education. O n e member from the E x Officio members of the Advisory Council T lie E x ecutive Dir e ctor of Atlanta U r ban Corps , I n c., (who shall not a lao b e t he E x Officio rep resentative) Tlie T rea s urer of the cor poration w ho shall b e t he Atlanta U r b an C o rp s , Irie., Dfrecto r of F i nanc e, w ho shall n o t b e a m emb er of the Advis o ry Council and who s hall b e a n o n-vot ing member of the Board of Director s . Section 3. · Election. The Board. of Directors s h a ll be elected by a majority of :a ·-quorum in a duly constituted meeting of the Advisory Council. (The E xe cutive �6 Director and Treasurer are ex officio memb e rs and are not voted upon.) Section 4. Terms. Members of the Boa rd of Directors shall serve a term· which coinsides with their term on the Advisory Council. Each member has the right to successive terms. S e ction 5. Termination. T lie Boa rd of Directors by affirmative vote of zt 3 ~of- ·all .the m e mbers V;o:-,.,,~ of the a ~ftoil, may syspend or e x pel a member for cause after :-an appropriate hear ing, and, _by a majority vote of "those present at any reg1:1la.rl y constituted meeting, may terminate the membership of any member wh o ~becomes i n e lig ible_for m e mbership. Section 6. V a cancies. Any vacancy on the Board of Directors for any reason shallbe tenta tively filled by appointment of the Chairman of the Board of Director s of a z..r e p!esenta tive fro m the a r ea whos e r e pr e s e nt ati ~ is r e duc e d by the v a c a ncy. The appointment ·shall b e for the unex pir e d term of the vacated position and shall become final :upon ·the m a jority vote of thos e pr e s e nt at a re g ularly constitute d m e e t ing of the K oa rd ~. Al L me mbe rs of the Board shall b e a dvi se d in w riting of the appointme nt w ithin: 30 days -of said appointment. · S e ction ·7 .- M eet i n ga. T lie Boa rd of.D i r e ctor s sha ll m e e t qua rterly a t the f ollowin g t ime s : · ls.tc we ek of Mar c h 1st Week of June 4th :Week of. September 1st: Week of. D ecember These meetings will .be to- re-e-valuate the financial situation of the Atlanta Urban Cl>rp~,- .Inc.: , conduct ·elections, and transact any such business that may come before the meeting. Only the Chairman of the Board may call a special meeting, In doing se; he is =requir_ed ta giv.e one week ( 7 days) prior notice in writing to all the members �- of the Board of Directors. 7 Prior to this notification (by three days) he must inform the Executive Director of the called special meeting. Any petition bearing the. names of one-third of the members of the Board of Directors will compell the. Chairman to call a special meeting with due process of notification. Section 8. Quorum. A quorum shall consist of two-thirds (2/3) of the membership of the Board with a majority of quorum being sufficient to act unless ot-he-r_wise. specified herein. However, a majority of those present when a quorum is. noLpresent may adjourn the meeting from time to time, with due process of notification, until a quorum is reached. Se·ction 9. Voting and Proxy.. Each member shall be entitled to one vote orr :each matter presented to the Board, with the exception of the Treasurer, who shalLbe a non-voting member. Any Board Member erttitled to vote may vote by ~by his duly authorized designate. p;oxy: executed in writing by the member ,Y1- Proxies shalLb e valid · until the time of the next duly constituted meeting. Section 10. Compensation. Each member of the Board of Directors will serve without C'Ompensation except for reirp.burs e ment for authorized expenses incurr.ed . within. the scope of the business of the corporation. ARl'ICLE :V~ Officers and Committees S e ction 1. Chairman of Advisory Council. The chairman of the Advisory C<iu..-ricil ' shall.be. official head of said Council and shall be elected by a majority of.:a ,q uorum·~of. Cciuncil • . He shall serve a term corresponding to his term on said Council. Sectio n 2. :.. Chair_man of the Boa r d of Directors. The Chairman of The Board of Directors shall be offocial head of said Board a nd shall be elected by a maj:o r.:ity: of:quorum of the Board. He shall be a memb er of the Board and shall serve �8 a term corresponding to his term on said Board. Section 3. Executive Director. The Executive Director shall serve in the capacity of the. President of the corporation and shall be invested with the authority to execute the operational control of the Sorporation. thirds vote of the Board of Directors. He shall be chosen and elected by a two- He need not be <!- member of eitrer the sAdvisory Council. or. the Board of Directors, but shall fill the ex offcioposition on both bodies upon :election.. He . shall have a term of one ye a r and have the right of succession. Section 4 • . Assistant Director. The Assistant Director shall serve in the cap9-c.ity. of.Secr.etary to the corporation and shall be invested with such powers and duties ca s deemed necessary by the Executive Director. He shall be appointed by the E x ecutive Director and approved by a majority of a quorum of the Board of Directors. (J'l.( He need not be a member of either the Advisory Council_p/the Board of Directors. He -.sha ll serve a t e rm of one ye a r with the r i ght of succession. S e ction 5. Director of Finance. The Director of Finance shall serve as the -treasurer of the corporation and shall be invested with such powers and duties as d eemed n e c essary by the Executive Dir e-ctor. 0 H e sha ll be appointed by the E x ecutive Dir.e ctor and approved by the Board of Directors. He shall be a non- voting memb.er .of. the Board of Directors but n ee d not b e a m e mber of the Advisory Council. He .shall serve a t erm of one y ear and h as the rig ht of succession. S e ction 6. Removal. . Any officer may be removed by the authority impowered to :appoint or. :e lect him whenever such authority in its judgement fe els the b e st interests of the corporation w ould be served ther eby. Section ·7.- Compen s ation. The Advisory Council and the Board of Directors shall se r ve without compensation except .for reimbursements specified her ein. The Executive Director, Assistant Direc tor, and Financ e Director (the President, Sec - �9 retary, and Treasurer, respectively) shall be compensated as specified in the annual budget as approved by the Board of Directors. Section 8. Committees. ... Both the Advisory Coun cil and the Board of t Directors shall have the. right to appoint any committee deemed necessary to conduct the business of the . body in.question. The necessity, members, and chairme n ..of ~a ny and all. committe es shall be determined by a majority of a c..q uorum_of.the body. forming the committee. The removal of any committee, in:·.whole .or .in .part,· shall follow the removal procedur e of its parent body~ ARTICLE:.VI.•. F owers of the Corporation. S e ction 1. Grants or Gifts. T lie corporation shall be empowered to r :e ceiv·e grants sand gifts,. by will ·. or in any other manner, in a n y form of property, in:·.tr ust ·or .othe r w is e , wheree v e r situ a t e d, to c a rry out any of its purpos e s . o. ~~·.. ~~ All <:.V such. g µ.ts .and grants shall be administered by the Treasurer as a,ppointe Ei by the Bnard .of Hir e c t ors i n a ny fa shion d e eme d n e c e ss a ry (un less prior ag r eem ent with b :en-e f a ctor . is i n c onflictj to c a r r y ou.t s pec ific purpos es of A tlant a Urb an Cor p s , Inc . ;} S e ction 2 . U s e of Assets •. All prope rty and income of the corporation shall h :e( u se d .exclusive ly f or ·the purpos e s s e t oq.t in t h e Charter , a n d no p a rt the r e of s halLbe .use d .fo r .t h e b enefit of a ny pe r s on who m soe v er except i n a manner con sistent with.-.such· purposes. S e c tion 3 . G eneral P ower s. The cor po rat i on s h a ll h ave the power t o re t ain alLg!ant s and gi.fts in the o riginal form in which they were received unless otherwise required by-the t erms .thereof; .to b uy, s e ll, exc hange o r otherwis e d eal i n stocks, bonds , securities, real estate and any other form of property at public or private sale; to _invest ·and reinvest. any of its funds or property belonging to it a t any tjme in such securities and other property, real or personal, regardless of whether such investments ·are .legal investments .for trust funds under the laws of Georgia or any �10 other state and to borrow money and secure the payment thereof by mortgate, pledge, deed or other instrument or lien upon all or any part of the property of the corporation •. All of the foregoing powers may be exercised without order of court or other authority and are invested in the Exec·utive Director (President) with .the approval.of the Board of Directors. Section 4. Statutory Powers.. The corporation shall be vested with all of the. rights, powers, and privileges which may be necessary or proper to achieve the purposes in the charter subject to the provision hereof; and the corporation shalLhave all.of the powers and privileges enumerated in #22-1827 and #22-1828 of the Georgia Code, as amended, together with such other powers and privileges as ::may· now or hereafter be given to corporations by law. ARTICLE YII. _ Section 1. Amrpendments to By-laws Power to A mend. power to. amend by-laws. Only the Advisory Council shall have the Amendments shall require a vote of a majority of the. memb-ers of the Advisory Council. ARTICLE ::VIII • . Liquidation or Dissolution Se·ction 1. . Power to Liquidate or Dissolve. . Only the Advisory Council may liq.uidate· or. dissolve the Atlanta Urban Corps, Inc., and may do so only on a 2/ 3 . vot·e. -oLthose- present at a properly constituted and quorumed meeting. Section 2. Distribution of Assets. The Advisory Council shall decide, by way of:a 2/3 vote of these present at the same meeting whent dissolution is decided, upon the ·distribution of as sets. Said distribution will be only to a non-profit organization( s) whic h has as its . purpose service and/ or education. The specific recipient( s) will be those deemed most worthy by the Advisory Council at the time of liquidation. �11 Know"G all men that these present that we, the undersigned, b~ing all .members of the Advisory Council of the Atlanta Urba n Corps, Inc., hereby assent .to .the .foregoing By-laws and adopt them as the By-laws of said corporation. Iii:·witness whereof, . we have hereunto subscribed our names this

day of . , 19 - - - - - - - - - - - - - - - - - --'----•- SIGNATURES OF .ADVISORY COUNCIL Know all men by these presents, that the undersigned Secretary of the Corp_oration known as the Atlanta Urban Corp.s 9 Inc., does hereby certify that the·. above and foregoing By-laws were duly adopted by the members of said Advis0ry Council of said corpor a tion, as the By-laws of said corporation, on the

day of ----------------------, 19------, and that-.they· do .now constitute the by-law s of said .corporation. ATTEST: .· Secretary Atlanta Urban Corps, Inc.

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