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BY - LAWS OF ATLANTA URBAN CORPS , INC . (April 17 J 1969) ARTICLE I PURrosE AND FUNCTIONS A non-profit corporation organized to solicit funds from individu~ls, foundations , businesses and government to provide an internship progr.am to employ university students who will work in various phases of local and municipal government~ thus giving students an opportunity to contribute constructively to the Atlanta area by aiding in the improvement of all phases of urban life . ARTICLE II Membership in the Atlanta Urban Corps , Inc. , shall be composed of all employees , interns and friends of the Atlanta Urban Corps, Inc. ARTICLE III BOARD OF TRUSTEES Section 1. Trustees . (a) Number of Trustees. The control of this corporation shall be vested in a Board of Trustees which shall consist of leading members of the community , local college presidents and student representatives. (b) Duties. The Board of Trustees shall make appointments and decisions necessary to carry out the purpose and functions of the corporation and shall be responsible for the administration of monies held by the corporation. (c) Meetings. The Board of Trustees shall meet with three days notice given by any member of the Board of Trustees or any· member of the Executive Board or any administrative officer of the corporation . Section 2. Term. The term of regular members of the Board of Trustees shall be for one yearbeginning on April 1 of each year . Section 3. Election. Members of the Board Sf .Trustees shall be nominated and elected by the- membership of the corporation , Section 4 , Vacancies. Vacancies shall be filled by the Board of Trustees . Trustees so cho·s ·e n shall hold office for the unexpired portion of the term of their predecessors . �ARTICLE IV EXECUTIVE BOARD S 2r.:·:~ion 1. Members and Duties. The Board of Trustees shall elect an Executive BoR.:rc-:. consisting of not less than six or more than twelve members '\'lhich 3hall e.d:-iinister those funds budgeted e,:.1d appropriated by the Board of Trustees c>.d. s ]n .]. !. f 'uy-~lH?. r handle all administrative tasks normally handled by the Board u1J.le s s ot l:er ,1is~ directed . The Executive Board shall be chosen as follows: There s~18,ll be e.n equ~-.1 number of students r.:.:-.::l non- student representatives ~ wit:i the students being chosen from nominees desig,1ated by the College Relations Board, an organization made up of :representatives of the major participating c~· · , .:_ ':"' .~::, cf the members of the Exe cutive Board shall be the Student Di~e ~ coY vf t ~e corporation and the Staff Director. 0 ~c," ~ - " • Cc cticn;. 2 . Mt: ::t ings. The Executive Board may meet upon one day's notice ~i·.rcm ~>i " nr.y:--i'iP.mb cr cf the Board without formal notice. A majority of the F:x1:rd s l1a ll b e 2. quor u.'ll and a majo:rity o:f those in attendance shall be suffi.; ··.; ::.:.t to ac.:.t . 1 ARTICLE V See: :,J.. un ..i. .

_'.·,·-;:i,n.t s or Gifts. The corporation shall be empowered to receive

gr3,r,t s ar d. gi ft 2 , hy will or in anyr other manner ~ in any form of property , in t r ,:,a::·'.:- 0 1· nt:1e~· wi se , ~~-11erever s :l.t uated ;, t o carry out any of its purposes. All of .:;'J_ch s ,·'l,nt s ar,d gi :i:ts sha ll be l aithfully administered in accordance with tJ:,_e te:r;--·::, on whi ch th~y are made. SE:;ct io:n 2. :.ra e of ,'\. s s ets . All property and income of the corporation shall be ex i.:. lus r~·:,: e l y fo~ t he purpos es set out in the Charter , and no part thereof s .,111 ~. oe t' sed. f or the b enefit of any person whomsoever except in a manner conr~i::;t c nt w:. ;,11 s1...ch purpo s es. 1.,: 32 cl S ect ~_ or: :i . 08 ' ~c -: 3-l :Oower s, The corpora,tion shall have the power to retain a l l 1; :..· :J.r,tP. r;_,_1 ~: i f",r:~ ir.. t he origina l form in which they were received unless o t ~1e1'.",.;i;;e :..· ~..::~:i.i re1 by tLe -terms thereof : to buy, sell , exchange or otherwi se deal ir.. s +.: r;cks , bcr.ds:, secur i ties ~ r eal estate and any other form of property a t. ri:i1)li.c or Dr ~ ·:;;,tc s o.l e j to inve J t and reinvest a.ny of its funds or pro_r:e rty b2 lon.1_r :.~:.3 ·co .,_ t i::.t .:.ny t i me in such securities and other property , real or r: 01·s ona.l , r. c f;c:'. ::·dlP.s s of ~-::-3t her such inve stments are legal investments for trus t f· . F : .::..s 1.,,r.c: c:::;.· t :1c l a ws of GE',"l:~gia or any other State and to borrow money e.".ld s ec.· re t he :?·'.:'.ymr::n,c thereof by mortgage, pledge ~ deed or other instrument or : . :2,:1 :;;;_:.o n 2·~1 o:.:.· c::r..y- r:,e..rt of the property of the corporation. All of the f o r (-;gc:1.r.g p cw0 !' S me..y b e exe r c ise cJ. :dthout -order of court or other authority . S~ ct i .)n 4 . Stat uto:ry ?ewers. The corpor ation shall be vested with all of tbc r ~. 6 r.t s , :-.--::'.;e:rs, a:i:.d pr i vileges which may be necessary or proper to achieve the purpo:ies i n the charter subject to the provisions he:ceof ; and the corpor a t, i on sha ll ha ve a.11 of the power s and p r ivileges enumerated in #22- 1827 and \ A. U . C . - By- L aws ) - 2 - �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 VI MEETlliGS Section 1. Annual Meeting. The corporation may hold meetings at any time with three (3) days ' notice , oral or w1·itten , without any minimum requirement as to number of meetings . Section 2 . Other Meetings. Other meetings shall be called at the discretion of the Board of Trustees , Executive Board or administrative heads. Section 3. Quorum. A quorum at anY,· meeting of the corporation shall consist of a majority of those in attendance. ARTICLE VII LIQUIDATION OR DISSOLUTION On liquidation or dissolution _ the assets of the corporation shall be dedicated to a charitable #501 c (3) organization as designated under the pro visions of the Internal Revenue Code. ARTICLE VIII .AMENDMENT TO BY- LAWS The Board of Trustees s-hall have t he power to amend t hese By- Laws ~y a majorit y vote of t hose in attendance at any proper ly~-ca lled meeting . ARTICLE IX '- · OFFI CERS Section 1 . The Board of Tr ustees and/or t he Executive Board shall have the power to designate any of ficers they deem neces sary . All officers they mi ght choose shall be members in good st anding of the Atlant a Ur ~an Cor ps . Section 2 . The administrative authority of the corporation shall be ve sted in two offi cer s to be chos en by the Execut i ve Boar d wi th t he advice and consent of the Boar d of Tr us tee s , One offi cer shall be t he Student Direct or who s hall have gener a l r e sponsibilities fo r all student interns including t heir recruitment wit hin the program . The other prime administrative offi cer shall be the Staff Director who wi ll be a ru11 ...time profes s i onal in charge of all non- student aspects of t he program inc luding fis cal matters and other administr at i ve duties not dir ectly involved with student participation , Section 3 . Officers shall ser ve for one year and be elected by the Executive Boar d with s tudent officer s be ing chosen f r om nominees des ignated by t he College (A .U. C. By - Laws) - 3 - �RGlations Board . Vacancies will be filled for unexpired terms by the E.,v.:ecutive Board . As mentioned previously , those offices to be filled will b e design:::..t ed by the Board of Trustees . ·~\"I "' -- ~·, li, ..:_ -J ' ~ . 'rh~ s c BJ - La ·.;.3 ;,;e:re tentatively app r oved at the first meeting of the __'r ustces Apr il 17 , 1969 . A Committee was appointed by the Trustees j o thoroughly study these By - Laws andmake recommendations at the next 'Ir 1st.e 0s m-~ t ing . The Co!'lI!littee consisted of Mr . Norm Shavin, Dt. \-T-,lte:- 3 100.,, e.n c.. !~1-:: s Dusty Kenyon. 0 !+ �