AMENDED AND RESTATED BYLAWS OF ALLENS LANE ART CENTER ASSOCIATION ARTICLE I OFFICES

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1 AMENDED AND RESTATED BYLAWS OF ALLENS LANE ART CENTER ASSOCIATION ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of Allens Lane Art Center Association (the Corporation ) shall be located at West Allens Lane & McCallum Street, Philadelphia, PA Section 1.2. Offices. The Corporation may also have offices at such other places as the board of directors (the Board ) may from time to time determine. ARTICLE II BOARD OF DIRECTORS Section 2.1. Board of Directors. (a) The business and affairs of the Corporation shall be managed by its Board, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not proscribed by statute, by the Corporation s articles of incorporation (the Articles of Incorporation ) or by these bylaws. In furtherance, and not in limitation, of the foregoing: (i) the Board shall have the power to make grants to any organization organized and operated exclusively for those purposes set forth in section 501(c)(3) of the Internal Revenue Code and having a mission in furtherance of the mission of the Corporation; (ii) the Board shall review all requests for funds from other organizations, shall require that such requests specify the use to which the funds will be put, and if the Board approves the request, shall authorize payment of such funds to the approved grantee; (iii) the Board shall require that the grantees furnish a periodic accounting to show that the funds were expended for the purposes which were approved by the Board; (iv) the Board may, in its absolute discretion, refuse to make any grants or contributions or otherwise render financial assistance to or for any or all purposes for which funds are requested; and (v) after the Board has approved a grant to another organization for a specific project or purpose, the Corporation may solicit funds for the grant to the specifically approved project or purpose of the other organization.

2 Notwithstanding the foregoing, the Board shall at all times have the right to withdraw approval of the grant and use the funds for other purposes consistent with the Corporation s status as a tax exempt organization under section 501(c)(3) of the Internal Revenue Code. (b) The Board shall consist of not less than ten directors nor more than thirty-six directors as determined from time to time by the Board. Directors shall be natural persons of full age who, unless otherwise restricted by these bylaws, need not be a resident of the Commonwealth of Pennsylvania. A meeting of the Board shall be held in September of each year at such place as the Board may determine for the election of directors and for the transaction of such other business as may properly come before the meeting (the Annual Meeting ). Nominees for election to the Board shall be selected by the Board or a committee of the Board to which the Board has delegated the authority to make such selections pursuant to Section 2.3 of these bylaws. Each director elected at the annual meeting of the Board shall hold office until the expiration of the term for which he or she was selected and until his or her successor has been selected and qualified or until his or her earlier death, resignation or removal. (c) The Board will be divided into three classes of directors, as nearly equal in number as possible, with staggered three-year terms of office. The term of office of the Class I directors will expire initially at the 2003 Annual Meeting and at each three-year anniversary thereto. The term of office of the Class II directors will expire initially at the 2004 Annual Meeting and at each three-year anniversary thereto. The term of office of the Class III directors will expire initially at the 2005 Annual Meeting and at each three-year anniversary thereto. Subject to Section 2.1(d), directors may serve a maximum of two consecutive three-year terms but there shall be no limit on the total number of terms an individual may serve. The initial members of each class shall be determined from the directors then in office by resolution of the Board. The Class I directors and Class II directors whose terms expire in 2003 and 2004, respectively, may serve two full consecutive terms in addition to their initial terms. (d) Any person shall be eligible to be elected a director except a director who is completing his/her second consecutive three-year term; provided, however, that any such person otherwise ineligible to be elected as director by virtue of the fact that such person is completing his/her second consecutive three year term as director, may, upon approval by a three-quarter vote of the directors, serve up to one additional three-year term. (e) Any director may be removed with or without cause at any time during his or her term at any regular, special or annual meeting of the Board, by a majority vote of the directors, if notice of intention to act upon such matter shall have been given in the notice calling such meeting. (f) Any director may be removed from the Board during his or her term if he or she fails to attend two or more meetings of the Board in any fiscal year without providing the Board prior notice of his or her intended absence. (g) Vacancies in the Board, including vacancies resulting from an increase in the -2-

3 number of directors, shall be filled by a majority of the remaining members of the Board even if the remaining members comprise less than a quorum. Each person elected to fill a vacancy created by a departure shall be a director to serve for the balance of the unexpired term of the person whose departure created the vacancy. A person elected by the Board to fill a vacancy created by expansion of the Board shall have a term expiring with other members of either Class I, II, or III as designated by the Board. Section 2.2. Meetings of the Board. (a) In addition to the Annual Meeting, the Board shall meet at least three times per year, such meetings to be held at such times and places as shall be determined by resolution of the Board. Notice of each regular meeting of the Board shall specify the date, place and hour of the meeting and shall be given to each director at least five (5) calendar days before the meeting in the manner set forth in Section 5.4 of these bylaws. (b) The first meeting of each newly elected Board (the organization meeting) may be held at the same place and immediately after the meeting at which such directors were elected and no notice need be given to the newly elected directors in order legally to constitute the meeting; or it may convene at such time and place as may be fixed by the consent or consents in writing of all the directors. (c) Special meetings of the Board may be called either by the president or upon the written request of at least 25% of the directors then in office. Written notice of every special meeting of the Board shall be given to each director at least five (5) calendar days before the day named for the meeting and in the manner set forth in Section 5.4 of these bylaws. Such notice shall set forth the purpose and the nature of the business to be transacted at the special meeting. (d) Unless expressly stated otherwise in these Bylaws, at all meetings of the Board, one-third of the directors in office shall be necessary to constitute a quorum for the transaction of business, and the acts of a majority of the directors present at a meeting at which a quorum is present shall be the acts of the Board, except as may be otherwise specifically provided by statute or by the Articles of Incorporation or by these Bylaws. Each director shall be entitled to one vote. If a quorum is not present at any meeting of directors, the directors present thereat may adjourn the meeting. It shall not be necessary to give any notice of the adjourned meeting or of the business to be transacted thereat other than by announcement at the meeting at which such adjournment is taken. Section 2.3. Board Committees. (a) The Executive Committee shall be the only standing committee of the Board. The Board may, by resolution adopted by a majority of the whole Board, designate one or more ad hoc committees as deemed appropriate by the Board. Members of such ad hoc committee(s) are not required to be members of the Board. -3-

4 (b) The Executive Committee of the Board shall be composed of the officers of the Corporation. Under the direction of the Board, the Executive Committee shall be responsible for the policy planning and overall organizational monitoring or for such other duties as determined by the Board. The Executive Committee shall exercise the full power of the Board between meetings of the Board, subject to any limitations set by the Board. (c) Any ad hoc committee, to the extent provided in the designating resolution or in the Bylaws, shall have and exercise the authority of the Board in the management of the business and affairs of the Corporation. (d) In addition to the foregoing committees, the President or Board may appoint one or more committees and designate the functions and membership thereof, which committees shall not exercise the authority of the Board unless, and only to the extent, specifically authorized by resolution of the Board. Section 2.4. Participation in Meeting by Telephone. One or more directors may participate in a meeting of the Board or of a committee of the Board by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and all directors so participating shall be deemed present at the meeting. Section 2.5. Written Action by Directors or Committees. Any action which may be taken at a meeting of the directors or of a committee of the Board may be taken without a meeting if a consent or consents in writing setting forth the action so taken shall be signed by all of the directors or the members of the committee, as the case may be, and shall be filed with the secretary of the Corporation. Section 2.6. Liability of Directors. (a) No person who is or was a director of the Corporation shall be personally liable, as such, for monetary damages for any action taken unless (i) such director has breached or failed to perform the duties of his or her office under the Pennsylvania Non-Profit Corporation Law of 1988 and (ii) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness, or unless such liability is imposed pursuant to a criminal statute or for the payment of taxes pursuant to local, state or federal law. (b) If Pennsylvania law hereafter is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the Corporation, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the amended Pennsylvania law. Section 2.7. Honorary Board. The Board may establish an Honorary Board and by resolution shall determine the size and composition of such Honorary Board, appoint members to -4-

5 the Honorary Board, and delegate specific tasks to the Honorary Board. Members of the Honorary Board are not required to be members of the Board. ARTICLE III OFFICERS Section 3.1. Officers. (a) The officers of the Corporation shall be elected by the Board and shall include a President, Vice-President(s), Secretary and Treasurer of the Corporation. All officers shall be the members of the Executive Committee. The Board may also choose such other officers and assistant officers as the needs of the Corporation may require, who shall hold their offices for such terms and shall have such authority and shall perform such duties as shall be determined by resolution of the Board. The President, Vice-President, Secretary and Treasurer shall be natural persons of full age. Only members of the Board may serve as officers. (b) At the organization meeting immediately after each annual election of members to the Board, the Board shall elect a President, Vice-President(s), Secretary and Treasurer. (c) Each officer of the Corporation shall hold office for one (1) calendar year and until his or her successor is selected and qualified or until his or her earlier death, resignation or removal as a director or officer of the Corporation. Any officer may resign at any time upon written notice to the Corporation. The resignation shall be effective upon receipt thereof by the Corporation or at such subsequent time as may be specified in the notice of resignation. Any officer or agent of the Corporation may be removed by the Board whenever in its judgment the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. If the office of any officer becomes vacant for any reason, the vacancy shall be filled by the Board. the Board. (d) The salaries of all officers and agents of the Corporation shall be fixed by Section 3.2. The President. The President shall be the chief executive officer of the Corporation. He or she shall preside at all meetings of the Board and the Executive Committee. The President shall be the chairperson of the Board of Directors and shall have custody of the Treasurer s bond, if any is required. The President shall have general and active management of the business of the Corporation and shall see that all orders and resolutions of the Board are carried into effect. The President may not serve as the chairperson of any committee established by the Board other than the Executive Committee. Section 3.3. The Vice-President. The Vice-President shall assist the President in his or her duties and shall perform such other duties as the Board may prescribe or the President may delegate to him or her. In the absence or disability of the President, the Vice-President shall -5-

6 perform the duties and exercise the powers of the President. If the Board elects more than one Vice-President, the Board shall designate the order in which they shall succeed the President upon his or her absence or disability. The Vice-Presidents may be assigned special areas of responsibility as the Board may deem appropriate. Section 3.4. The Secretary. The Secretary shall attend all meetings of the Board and record all the votes of the Corporation and the minutes of all the transactions in a book to be kept for that purpose, and shall perform like duties for the Executive Committee. The Secretary shall give, or cause to be given, notice of all meetings of the Board, and shall perform such other duties as may be prescribed by the Board or President, under whose supervision he or she shall be. The Secretary shall keep in safe custody the corporate seal of the Corporation and, when authorized by the Board, affix the same to any instrument requiring it and, when so affixed, it shall be attested by his or her signature or by the signature of the Treasurer or an Assistant Secretary. Section 3.5. The Treasurer. (a) The Treasurer shall be responsible for the oversight of: (i) the financial accounting and record keeping of the Corporation, (ii) the custody of the corporate funds and securities, (iii) the full and accurate accounting of receipts and disbursements in books belonging to the Corporation, and (iv) the deposit of all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as shall be designated by the Board. (b) The Treasurer (i) shall be responsible for the oversight of the disbursement of the funds of the Corporation as may be ordered by the Board and the taking of proper vouchers for such disbursements, and (ii) shall render to the Board, whenever they may require it, an account of all his or her transactions as Treasurer and of the financial condition of the Corporation. (c) If required by the Board, the Treasurer shall give the Corporation a bond in such sum, and with such surety or sureties as may be satisfactory to the Board, for the faithful discharge of the duties of his or her office and for the restoration to the Corporation, in case of his or her resignation, removal, death or retirement from office, of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his or her control belonging to the Corporation. (d) If at any time the Treasurer is absent or unable to serve, the President shall have all of the powers given to the Treasurer by these bylaws. ARTICLE IV NON-MEMBER CORPORATION -6-

7 The Corporation shall be organized on a non-member basis. However, it may treat constituencies which are served by the Corporation in the manner of members. In that regard, the Board may establish a non-voting class of membership. ARTICLE V GENERAL PROVISIONS Section 5.1. Checks and Notes. All checks or demands for money and notes of the Corporation may be signed by (i) any officer of the Corporation, or (ii) if the Board so determines, by the Executive Director of the Corporation. Section 5.2. Execution of Instruments. The signatures of both the President and the Treasurer are required to bind the Corporation to any deeds, leases, transfers, contracts, bonds, notes and other obligations except as the Board may otherwise determine. Section 5.3. Annual Audit. The account books of the Corporation shall be reviewed or audited annually by an independent certified public accountant retained with the approval of the Board. The report of such accountant shall be filed with the record of the Corporation. Section 5.4. Fiscal Year. The fiscal year of the Corporation shall end on August 31 st. Section 5.5. Corporate Seal. The seal of the Corporation shall have inscribed thereon the name of the Corporation, the year of its organization and the words Corporate Seal, Pennsylvania. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced. Except as otherwise required by statute, the affixation of the corporate seal shall not be necessary to the valid execution, assignment or endorsement by the Corporation. Section 5.6. Notices. (a) Whenever written notice is required to be given to any person under the provisions of the statutes, the Articles of Incorporation or of these bylaws, it may be given to such person either personally or by sending a copy thereof by first class or express mail, postage prepaid, or courier service, charges prepaid, or by facsimile transmission, to his or her address appearing on the books of the Corporation or supplied by him or her to the Corporation for the purpose of notice or by electronic mail if written authorization is given to use it. If the notice is sent by mail or courier service, it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail or courier service for transmission to such person. If the notice is sent by facsimile transmission or electronic mail, it shall be deemed to have been given as of the date and time so sent. Such notice shall specify the place, day and hour of the meeting and any other information required by statute. (b) Whenever any written notice is required to be given by statute, the Articles of Incorporation or these bylaws, a waiver thereof in writing, signed by the person or -7-

8 persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted nor the purpose of the meeting need be specified in the waiver of notice of such meeting. Attendance of any person entitled to notice at any meeting shall constitute a waiver of notice of such meeting, except where a person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting was not lawfully called or convened. ARTICLE VI INDEMNIFICATION Section 6.1. Indemnification. (a) The Corporation shall indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation), by reason of the fact that he or she is or was a representative of the Corporation, or is or was serving at the request of the Corporation as a representative of another domestic or foreign corporation for profit or not-for-profit, partnership, joint venture, trust or other enterprise (such person being herein called an Indemnified Person ), against expenses (including attorneys fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action or proceeding (herein called collectively the Indemnified Liabilities ), if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Corporation and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action or proceeding by judgment, order, settlement or conviction or upon a plea of nolo contendere or its equivalent, shall not in itself create a presumption that any such director or officer did not act in good faith and in a manner that he or she reasonably believed to be in, or not opposed to, the best interests of the Corporation and, with respect to any criminal proceeding, had reasonable cause to believe that his or her conduct was unlawful. (b) In addition, the Corporation shall indemnify any person who was or is a party, or is threatened to be made party, to any threatened, pending or completed action by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that the person is or was a representative of the Corporation, or is or was serving at the request of the Corporation as a representative of another domestic or foreign corporation for profit or not-forprofit, partnership, joint venture, trust or other enterprise against expenses (including attorneys fees) actually and reasonably incurred by him or her in connection with the defense or settlement of the action if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Corporation. Indemnification shall not be made in respect of any claim, issue or matter as to which the person has been adjudged to be liable to the Corporation unless and only to the extent that the Court of Common Pleas of the judicial district embracing the county in which the registered office of the Corporation is located or the court in -8-

9 which the action was brought determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for the expenses that the Court of Common Pleas or other court deems proper. Section 6.2. Expenses. Expenses incurred by an Indemnified Person in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding, as authorized in the manner provided in Section 6.3 of this Article, upon receipt of an undertaking by or on behalf of such Person to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation as authorized in this Article. Expenses incurred in collecting indemnification pursuant to this Article VI shall also be indemnified in the event a person is determined to be entitled to indemnification under this Article VI. Section 6.3. Procedure for Indemnification. (a) Any indemnification under Section 6.1 of this Article (unless ordered by a court) shall be made by the Corporation unless a determination is reasonably and promptly made that indemnification of the Indemnified Person is not proper in the circumstances because he or she has not satisfied the terms set forth in Section 6.1. (b) All determinations under this Section 6.3 shall be made: (i) By the Board by a majority vote of a quorum consisting of directors who are or were not parties to such action, suit or proceeding, or (ii) If such a quorum is not obtainable, or, even if obtainable, if a majority vote of a quorum of disinterested directors so directs, by independent legal counsel in a written opinion. Section 6.4. Non-Exclusive Remedy. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any agreement, vote of disinterested directors or otherwise, both as to action in this official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. Section 6.5. Insurance. The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a trustee, partner, director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of this Article. -9-

10 ARTICLE VII AMENDMENTS These bylaws may be altered, amended or repealed by vote of two-thirds (2/3) of the directors then in office, provided that notice of that purpose is provided in the notice of the meeting of the directors at which the vote is to be taken. Amended and Restated Bylaws adopted by action of the Board on May 15,

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