ARTICLE 1 – Name

The name of this corporation is School Endowment Foundation (the"Foundation").

ARTICLE 2 – Purpose

2.1 The purpose of this Foundation is to promote the welfare of the Jewish community of metropolitan by supporting the operations of XYZ School (the "Day School").

2.2 No part of the net earnings of the Foundation shall inure to the benefit of, or be distributable to its directors, officers, or other private persons, except that the Foundation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the Articles of Incorporation. No substantial part of the activities of the Foundation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Foundation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of any candidate for public office. The Foundation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal Income Tax under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding of any future United States Internal Revenue Law) or (b) by a corporation, contributions to which are deductible under Section 170(e)(2) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States Internal Revenue Law).

Upon the dissolution of the Foundation, the Board of Directors shall, after paying making provisions for the payment of all of the liabilities of the Foundation, distribute all of the assets of the Foundation to exclusively for Jewish educational purposes, provided that if at the time of such distribution the is not an organization described in (i) Section 501(c)(3) of the Internal Revenue Code of 1986 (the "CQM") (or any successor provision), and (ii),Paragraphs (1) or (2) of Section 509(a) of the Code (or any successor provision), the assets of the Foundation shall be distributed to one or more other organizations which at the time am so described and, in the opinion of the Board of Directors, are then closely related to                                                 in purpose or function. Any such assets not so disposed of shall be disposed of by the Circuit Court of the county in which the principal office of the Foundation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

ARTICLE 3 – Members

3.1 The Members of the Foundation shall be  , the Day School and .

3.2 Membership in the Foundation shall not be transferable or assignable without the unanimous consent of all Members of the Foundation, and without such consent any purported transfer or assignment, voluntary or by operation of law, shall be null and void.

3.3  All meetings of the Members shall be held at the registered office of the Foundation, or at such other place or places, either within or without the State of , as the directors shall from time to time determine. Written or printed notice stating the place, day and hour of the meeting and, in case of lit special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than five nor more than forty days before the date of the meeting, either personally or by mail, by or at the direction of the president, or the secretary, or the officers or persons calling the meeting, to catch Member entitled to vote at such meeting. Special meetings of the Members may be called by the president or any two Members.

3.4 The first meeting of the Members shall be held immediately following the cessation of the term of office of the first Board of Directors of the Foundation, for the purpose of electing successor directors and transacting such other business as may come before the meeting.

3.5  The annual meeting of the Members shall be held in each year beginning in the year on a date determined annually by the Board of Directors. At each such annual meeting the Members shall appoint a Board of Directors as provided in Article 4 and transact such other business as may come before the meeting.

3.6 A majority of the Members present in person or represented by proxy shall be requisite and shall constitute a quorum, at all meetings of the Members, for the transaction of business, except as otherwise provided by law. If. however, such a majority shall not be present in person or represented by proxy, the Members entitled to vote thereat present in person or represented by proxy, shall have the power to adjourn the meeting from time to time without notice other than announcement at the meeting until the requisite number of Members shall be present. At such adjourned meeting at which the requisite number of Members shall be represented, any business may be transacted which might have bean transacted at the meeting originally scheduled.

3.7 Special or annual meetings of the Members may be held without notice, provided that all Members are present in person or duly represented by proxy at such meeting or meetings. or shall have waived notice in writing and consented to the holding thereof, and at any such meeting any business may be transacted.

3.8 Any action required to be taken at a meeting of the Members, or any other action which may be taken at a meeting of Members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Members entitled to vote with respect to the subject matter thereof.

3.9 At each meeting of the Members, every Member entitled to vote thereat shall be entitled to vote in person or by proxy appointed by an instrument in writing subscribed by such Member or by his/her duly authorized attorney in fact, Except as provided in Article 4 with respect to the appointment of directors, each Member shall have one vote on all issues presented to the Members.

ARTICLE 4 – Board of Directors

4.1 The affairs of the Foundation shall be managed by the Board of Directors.

4.2 The Board of Directors shall have consist of  directors divided into classes:.

4.3 All directors of the Foundation shall hold office for one year and until their successors shall have been appointed and shall have qualified. Any director may resign at any time by filing a written resignation with the Secretary.

4.4 Any vacancy occurring in the Board of Directors by reason of the death, resignation, removal or other inability to act of any director may be filled by appointment by the party who appointed such departing director.

4.5 No director shall receive any remuneration from the Foundation for his/her services as a director of the Foundation.

4.6 Any director may be removed from office by action of the party which appointed such director.

4.7 Annual meetings of the Board of Directors shall be held immediately after, and at the same place as, the annual meeting of Members.

4.8 Except with respect to matters as to which a class vote or a supermajority vote of the Board of Directors is expressly required by these Bylaws, the presence of a majority of the directors shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. With respect to matters as to which a class vote of the Board of Directors is expressly required by these Bylaws, (i] the presence of a majority of each class of directors shall be necessary and sufficient to constitute a quorum, (ii) the affirmative vote of all classes shall be the act of the Board of Director, and (iii) the act of a majority of the directors of a class of directors shall be the act of such class of directors. With respect to matters as to which a supermajority vote of the Board of Directors is expressly required by these By-laws, (x) the presence of or more of the directors shall be necessary and sufficient to constitute a quorum, and (y) the act of any directors shall be the act of the Board of Directors.

4.9 Regular meetings of the Board may be held at such time and place as shall from time to time be determined by the Board.

4.10    Special meetings of the Board for any purpose may be called at any time by the chairman of the board, the president or a majority of the Board of Directors on not leas than ten days' notice to each director, either personally or by mail, telephone or telegram.

4.11  The Board of Directors may hold special meetings, however, at any time, without notice, provided all of the directors are present or shall have waived notice in writing and consented to the holding thereof; and when all of the directors are present or shall have waived notice in writing and consented to the holding of such special meeting or meetings, any and all business may be transacted thereat.

4.12  Any action requited to be taken at a meeting of the Board of Directors, or any other action which may be taken at a meeting of the Board of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors entitled to vote with respect to the subject matter thereof.

4.13 A major function of the Board of Directors shall be resource development (i.e. the solicitation and obtaining of endowment gifts, grants and bequests to the Foundation), and the Board of Directors shall establish such committees, procedures and practices as the Board may determine are desirable to facilitate the performance of this and other of its functions.

ARTICLE 5 – Officers

5.1 The officers of the foundation shall be elected by the Board of Directors and shall consist of a chairman of the board, a president, a treasurer, a secretary and may consist of one or more vice presidents (the number thereof to be determined by the Board of Directors), and such other officers as may be elected in accordance with the provisions of this Article. The Board of Directors may elect or appoint such other officers, including one or more assistant secretaries and one or mote assistant treasurers, as it shall deem desirable, such officers to have the authority and perform the duties prescribed, from time to time, by the Board of Directors. Any two or more offices may be held by the same person.

5.2 The officers of the Foundation shall be elected annually by the Board of Directors at the regular annual meeting of the Board of Directors. If the election of officers shall not be held at such a meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his/her successor shall have been duly elected and shall have qualified.

5.3 Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Foundation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

5.4 A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

5.5  The chairman of the board shall preside at all meetings of the Members and of the Board of Directors and shall perform such other duties as may be proscribed from time to time by the Board of Directors.

5.6 The president shall be the principal executive officer of the foundation and shall in general supervise and control all of the business and affairs of the Foundation, and in the absence of the chairman of the board shall preside at all meetings of the Members and of the Board of Directors. The president shall perform all duties incident to the office of president and such other duties as may be prescribed from time to time by the Board of Directors,

5.7 In the absence of the president or in the event of his/her inability or refusal to act, the vice president, if any be elected, (or in the event there be more than one vice president, the vice presidents, in the order designated, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. Any vice president shall perform such other duties as from time to time may be assigned to him/her by the president or by the Board of Directors.

5.8 If required by the Board of Directors, the treasurer shall give a bond for the faithful discharge of his/her duties in such sum and with such surety or sureties as the Board of Directors shall determine. S/he shall have charge and custody of and be responsible for all funds and securities of the Foundation; receive and give receipts for moneys due and payable to the Foundation from any source whatsoever, and deposit all such moneys in the name of the Foundation in such banks. trust companies or other depositaries as shall be selected in accordance with the provisions of Article 6 of these bylaws; and in general perform all the duties incident to the office of treasurer surd such other duties as from time to time may be assigned to him/her by the president or by the Board of Directors.

5.9 The secretary shall keep the minutes of the meetings of the Members and of the Board of Directors in one or more books provided for that purpose; sec that all notices are duly given in accordance with the provisions of these by-laws or as required by law; be custodian of the corporate records of the Foundation; and in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him/her by the president or by the Board of Directors.

5.10 If required by the Board of Directors, the assistant treasurers shall give bonds for the faithful discharge of their duties in such sums and with such sureties as the board of director shall determine. The assistant treasurers and assistant secretaries, in general, shall perform such duties as shall be assigned to them by the treasurer or the secretary or by the president or the Board of Directors.

5.11 No officer shall receive remuneration from the Foundation for services as such officer.

5.12  Except as otherwise expressly provided by the Board of Directors in the authorizing resolution, any two officers shall have the power to execute, on behalf and in the name of the Foundation, deeds, mortgages, contracts and instruments of any kind which the Board of Directors has authorized to be executed.

ARTICLE 6 – Contract, Checks, Deposits and Funds

6.1      The Board of Directors may authorize any officer or officers, agent or agents of the Foundation, in addition to the officers so authorized by these by-laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Foundation and such authority may be general or confined to specific instances.

6.2     All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Foundation, shall be signed by such officer or officers, agent or agents of the Foundation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

6.3    All funds of the Foundation shall be deposited from time to time to the credit of the Foundation in such banks, trust companies or other depositories as the Board of Directors may select.

6.4  The Board of Directors may delegate any or all of the foregoing functions to the Federation.

ARTICLE 7 – Books and Records

The Foundation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Members, Board of Directors and committees having any of the authority of the Board of Directors, and shall keep at the registered or principal office a record giving the names and addresses of the Members of the Foundation. All books end records of the Foundation may be inspected by any Member, or his/her agent or attorney for any proper purpose at any reasonable time. The Foundation tray delegate any or all of the foregoing functions to the Federation.

ARTICLE 8 – Fiscal Year

The Fiscal Year of the Foundation shall begin  (except that the initial Fiscal Year of the Foundation shall begin upon the date of its incorporation) and end the following .

ARTICLE 9 – Investments

The Foundation shall invest all of its assets .

ARTICLE 10 – Distributions to the Day School

10.1  All grants, loans and other distributions and extensions of credit (collectively "Distributions") made by the Foundation shall be made to or for the benefit of the Day School, and the Foundation shall make no Distributions except as permitted pursuant to this Article 10. Each Fiscal Year, the Foundation, upon request by the Day School, shall distribute to the Day School the amount requested by the Day School, but no more than the Maximum Annual Distribution of the Foundation for such Fiscal Year. The 'Maximum Annual Distribution" shall mean the Distribution Percentage of the Rolling Net Asset Value of the Foundation's endowment fund. The Maximum Annual Distribution shall be prorated in the case of a short Fiscal Year. "Distribution Percentage" shall mean  % or such other percent (not less than % nor more than _%) as the Foundation upon determination of the Board of Directors shall sot forth from time to time in a written notice to the Day School and the Federation, except that Distributions from any specific endowment gift, grant or bequest shall be made in accordance with restrictions, if any, imposed by the donor thereof, as provided in Section 11.1 below. Any change of the Distribution Percentage effected by such notice shall be effective upon the first day of the first

Fiscal Year of the Foundation beginning at least 12 months after the date of such notice. "Rolling Net Asset Value" as of any date means the mean average of the net assets at market value as of the end of each of the 16 most recent calendar quarters (or if the Foundation has not been in existence for 16 calendar quarters, then a of the end of each of the calendar quarters during which the Foundation was in existence). Furthermore, the Board of Directors of the Foundation may, in their sole discretion, authorize extensions of credit to the Day School up to the amount permitted under Section 10.2.

10.2 Notwithstanding the limitations on Distributions pursuant to section 10.1, the Foundation upon the approval of its Board of Directors may extend credit to the Day School, provided that no such extension of credit shall be made if immediately after giving effect to such extension of credit the total outstanding extension of credit to the Day School pursuant to this Section 10.2 shall exceed % of the Rolling Net Asset Value of the foundation. All such extensions of credit which are loans shall bear interest at the rate determined under the interest rate formula announced from time to time by Board of Directors. As of the date of formation of the Foundation the interest rate formula is one percentage point over the rate on U.S. Government bills or bonds of the same maturity as the proposed loan.

ARTICLE 11 – Grants to Foundation Coordination of  Solicitation

11.1 The Foundation shall have the power to accept and receive any property by way of endowment gift, grant, or bequest, to be held and disposed of upon the restrictions imposed thereon by the donor notwithstanding that such restrictions are inconsistent with the prohibitions and limitations set forth in Section 10.2 above; provided, however, that the property so received shall be held and disposed of only for the purposes of this Foundation. The Foundation shall not accept any endowment gift, grant or bequest except pursuant to (i) endowment acceptance policies adopted by vote of a supermajority of the Board of Directors, or (ii) approval of the specific endowment gift, grant or bequest by vote of a supermajority of the Board of Directors. The Board of Directors shall develop, adopt and maintain in effect appropriate endowment acceptance policies.

ARTICLE 12 – Amendments to By-Laws

These Bylaws may be amended or repealed by class vote of the Board of Directors.