December 2014 AMENDED AND RESTATED BYLAWS LYCÉE FRANÇAIS DE CHICAGO, INC. An Illinois Not For Profit Corporation

December 2014 AMENDED AND RESTATED BYLAWS OF LYCÉE FRANÇAIS DE CHICAGO, INC. An Illinois Not For Profit Corporation K&E 13643194.11

Table of Contents ARTICLE I NAME... 1 Section 1.1 Corporate Name... 1 ARTICLE II PURPOSES... 1 Section 2.1 Objectives and Purposes... 1 Section 2.2 Corporate Powers... 1 Section 2.3 Corporate Offices... 1 ARTICLE III SOLE MEMBER... 1 Section 3.1 Sole Member... 1 ARTICLE IV BOARD... 1 Section 4.1 General Powers... 1 Section 4.2 Composition... 2 Section 4.3 Duties... 2 Section 4.4 Election... 3 Section 4.5 Classification and Term... 3 Section 4.6 Voting; No Proxies... 3 Section 4.7 Vacancies... 3 Section 4.8 Compensation... 3 Section 4.9 Conflicts of Interest... 3 Section 4.10 Non-Liability of Trustees... 4 ARTICLE V MEETINGS OF THE BOARD... 4 Section 5.1 Annual Meeting... 4 Section 5.2 Regular Meetings... 4 Section 5.3 Special Meetings... 4 Section 5.4 Notice... 4 Section 5.5 Waiver of Notice... 5 Section 5.6 Board Action and Quorum... 5 Section 5.7 Action by Unanimous Written Consent... 5 Section 5.8 Participation... 5 ARTICLE VI OFFICERS... 6 Section 6.1 Officers... 6 Section 6.2 Election... 6 Section 6.3 Subordinate Officers... 6 Section 6.4 Chair of the Board and Vice Chair of the Board... 6 Section 6.5 President... 7 Section 6.6 Vice-President... Error! Bookmark not defined. Section 6.7 Secretary... 7 Section 6.8 Treasurer... 7 Section 6.9 Assistant Treasurer and Assistant Secretaries... 7 Section 6.10 Resignation or Removal of Officers... 7 i

Section 6.11 Vacancies... 7 Section 6.12 Compensation... 8 ARTICLE VII SCHOOL COUNCIL... 8 Section 7.1 Composition... 8 Section 7.2 Powers... 8 Section 7.3 Period in Office... 8 Section 7.4 Meetings... 8 Section 7.5 Representation and Quorum... 8 Section 7.6 Compensation... 8 Section 7.7 Resignation... 8 ARTICLE VIII PARENT ASSOCIATION... 9 Section 8.1 Composition... 9 Section 8.2 Powers... 9 Section 8.3 Officers... 9 Section 8.4 Meetings... 9 Section 8.5 Representation and Quorum... 9 Section 8.6 Compensation of Officers... 9 Section 8.7 Resignation... 9 Section 8.8 Bylaws... 9 ARTICLE IX COMMITTEES... 9 Section 9.1 General... 9 Section 9.2 Standing Committees... 10 Section 9.3 Committee Action and Quorum... 13 ARTICLE X INDEMNIFICATION... 14 Section 10.1 Definitions... 14 Section 10.2 Basic Indemnification... 14 Section 10.3 Actions by or in the Right of the School... 14 Section 10.4 Payment in Advance of Final Disposition... 15 Section 10.5 Right of Claimant to Bring Suit... 15 Section 10.6 Non-exclusivity of Indemnification Rights... 15 Section 10.7 Purchase of Director and Officer Liability Insurance... 16 Section 10.8 Effect of Amendment... 16 ARTICLE XI CONTRACTS, LOANS, CHECKS, NOTES, DEPOSITS, GIFTS, BOOKS AND RECORDS... 16 Section 11.1 Contracts... 16 Section 11.2 Loans, Checks and Notes... 16 Section 11.3 Deposits... 17 Section 11.4 Gifts... 17 Section 11.5 Books and Records... 17 ii

ARTICLE XII CORPORATE RECORDS, REPORTS AND SEAL - LANGUAGE IN USE... 17 Section 12.1 Maintenance of Corporate Records... 17 Section 12.2 Corporate Seal... 17 Section 12.3 Trustee's Inspection Rights... 17 Section 12.4 Right to Copy and Make Extracts... 17 Section 12.5 Annual Report... 18 Section 12.6 Language in Use... 18 ARTICLE XIII FISCAL YEAR... 18 Section 13.1 Fiscal Year... 18 ARTICLE XIV AMENDMENTS TO BYLAWS... 19 Section 14.1 Amendments to Bylaws... 19 ARTICLE XV DISTRIBUTIONS... 19 Section 15.1 Distributions... 19 Section 15.2 Payments in Furtherance of Purposes... 19 Section 15.3 Determination of Distributions... 19 Section 15.4 Limitation on Distribution... 19 ARTICLE XVI NO DISCRIMINATION/ANTI-HARASSMENT... 20 Section 16.1 No Discrimination/Anti-Harassment... 20 iii

ARTICLE I NAME Section 1.1 Corporate Name. The name of the corporation shall be LYCÉE FRANÇAIS DE CHICAGO, INC., an Illinois not-for-profit corporation (the "School"). ARTICLE II PURPOSES Section 2.1 Objectives and Purposes. The primary objectives and purposes of the School shall be to ensure the development and management of a private status school offering, in a multi-cultural educational environment, all levels of instructions from preschool to elementary and secondary grades and the preparation for the French and International Baccalaureates. The curriculum shall follow the French primary and secondary school programs, as adapted to Illinois requirements. Instruction shall be provided in both French and English languages, and supported by all cultural, social, recreational or other activities likely to maintain a constant exchange with the American and international communities. The School will provide an education free of any denominational or political considerations. The School will operate exclusively for educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. Section 2.2 Corporate Powers. The School shall have all of the powers granted by the General Not for Profit Corporation Act of the State of Illinois (the "Act"), including the power to purchase, take, receive, lease as lessee, take by gift, devise or bequest, or otherwise acquire, and own, hold, use and otherwise deal in and with any real or personal property, or any interest therein, in or out of the State of Illinois. Section 2.3 Corporate Offices. The School shall have and continuously maintain in this State a registered office and a registered agent whose office address is identical with such registered office, and may have other offices within or without the State of Illinois as the Board (as defined below) may from time-to-time determine. ARTICLE III SOLE MEMBER Section 3.1 Sole Member. The School shall have one member which will not be entitled to vote. The Board (as hereinafter defined) shall be the School's sole member. ARTICLE IV BOARD Section 4.1 General Powers. Subject to the provisions of the Act and any limitations in the Articles of Incorporation of the School (the "Articles of Incorporation") and

these Bylaws, the governance and administrative powers of the School shall be vested in a board of directors which shall be designated as the "Board of Trustees" (the "Board") and the members thereof "Trustees", which shall have all of the powers, authority, responsibilities and obligations given the board of a not-for-profit corporation under the Act (including those set forth in Section 4.3). In exercising its authority and discharging its responsibilities, the Board shall provide for compliance with applicable laws and regulations. All Trustees, whether at-large, ex officio, the Parent Trustee (as defined below) or the Founding Trustee (as defined below), shall serve the interests of the School as fiduciaries regardless of whether a Trustee may also serve in a fiduciary role for another organization. For purposes of these Bylaws, the term "ex officio" shall mean that an individual is entitled to hold a position by virtue of the fact that such individual also holds another position and "at-large" Trustees shall be all the School's Trustees except the ex officio Trustee, the Parent Trustee, the Founding Trustee and the Consul General (as defined below). members: Section 4.2 Composition. The Board shall consist of the following (a) not less than fifteen (15) and not more than twenty (25) at-large voting Trustees; (b) one ex officio non-voting Trustee: the President (as defined below); 8.3; (c) one ex officio non-voting Trustee: the "Parent Trustee" selected in accordance with Section (d) one honorary non-voting Trustee: John Jeffry Louis as the "Founding Trustee", to serve until his resignation from the Board (after such resignation, the Board will no longer include the Founding Trustee); and (e) one honorary non-voting Trustee: the Consul General of France in Chicago (the "Consul General"). (f) one ex officio non-voting Trustee: the chair of the School s Alumni Association. At its discretion, the Board may elect additional non-voting members of the Board to serve special limited functions. Section 4.3 Duties. It shall be the duty of the Trustees to: (a) perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation or by these Bylaws; (b) appoint and remove, employ and discharge, and except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation of the President; (c) meet at such times and places as required by these Bylaws; and 2

(d) register their addresses with the Secretary (as defined below), and notices of meetings mailed or telegraphed to them at such addresses shall be valid notices thereof. Section 4.4 Election. At-large Trustees shall be elected directly by a majority of the Board among the nominees selected by the Governance Committee (as defined below). New Trustees elected shall be seated at the Board meeting immediately following the date of their election. The Parent Trustee shall be selected by the Trustees from the officers of the Parent Association as set forth in Section 8.3; provided, that the Parent Trustee may be removed or replaced by the Board at any time (with or without cause) in the sole discretion of the Board. Section 4.5 Classification and Term. At-large Trustees shall be limited to two (2) full consecutive four-year terms, but shall be eligible for reelection after a one (1) year hiatus from the Board; provided, however, that any partial term served by an at-large Trustee to fill a vacancy on the Board shall not be counted towards this limitation. Notwithstanding the foregoing, an at-large Trustee may serve three (3) full consecutive four-year terms; provided that a majority of the Board (excluding such at-large Trustee) has consented to such at-large Trustee serving a third consecutive four (4) year term. Notwithstanding the above, the Board may provide for special categories of Trustees and determine special conditions relating to term or election for those Trustees. Section 4.6 Voting; No Proxies. Each Trustee, but excluding the President, Parent Trustee, the Consul General, the Alumni Trustee and the Founding Trustee, shall have one (1) vote on any matter submitted to the Board. No Trustee may vote by proxy, written or otherwise. Section 4.7 Vacancies. Vacancies of the Board shall exist (1) on the death, resignation or removal of any Trustee, or (2) whenever the number of authorized Trustees is increased. Any Trustee may be removed at any time with or without cause by a vote of a majority of the Board. Any Trustee, other than the President (in his or her capacity as an ex officio Trustee), may resign at any time by providing written notice to the Chair of the Board, the Secretary or the Board. Such resignation shall take effect at the time specified therein (or upon its receipt if no time is specified). Unless otherwise specified in the resignation, the acceptance of such resignation shall not be necessary to make it effective. Any vacancies on the Board may be filled as soon as the Board meets again. A person designated to fill a vacancy as provided in this Section 4.7 shall finish the term of the Trustee that he or she replaces, or until his or her death, resignation or removal from office. Section 4.8 Compensation. Trustees as such shall not receive any stated salaries for their services; provided that nothing herein contained shall be construed to preclude any Trustee from serving the School in any other capacity and receiving compensation therefore. Section 4.9 Conflicts of Interest. Any transaction or proposed transaction of the School that involves a potential conflict of interest as to one or more of the Trustees, officers, administrators, faculty or other employees of the School shall be considered by the Board in accordance with the School's conflict of interest policy, as adopted by the Board on September 24, 2007 (as may be amended by the Board from time to time, the "Conflict of 3

Interest Policy"), so that the Board can provide guidance and take such action (with respect to such potential conflict of interest) as it shall deem appropriate. No Trustee who is directly or indirectly involved in a potential conflict of interest with the School shall be counted in determining the existence of quorum at any meeting of the Board where such potential conflict of interest is considered, nor shall any such Trustee vote on any action of the Board regarding such potential conflict of interest. Section 4.10 Non-Liability of Trustees. The Trustees shall not be personally liable for the debts, liabilities or other obligations of the School. ARTICLE V MEETINGS OF THE BOARD Section 5.1 Board Meetings. Annual Meetings. The annual meeting of the Board shall be held prior to the end of the school year each year at such time and place as shall be designated by the Board. The purposes of the annual meeting shall be to elect the Board Officers and to transact such other business as may be necessary. Regular Meetings. The Board shall hold regular meetings at the School at such date, time and location as shall be determined by the Board. Section 5.2 Special Meetings. Special meetings of the Board may be called by the Chair of the Board or at the written request of twenty five percent (25%) or more of the Trustees for any reason at such date, time and location as shall be determined by the Chair of the Board. Section 5.3 Notice. Trustees shall be given written notice of each meeting of the Board and such notice shall set forth the date, time and place of the meeting. The purpose of any Board meeting need not be specified in the notice. Written notice of all meetings of the Board shall be sent by first class mail, private courier, facsimile or electronic mail by the Secretary, the Chair of the Board or the President to each Trustee at his or her address or number of record at least three (3) days prior to the meeting. Written notice shall be considered delivered: (a) if sent by first class mail, three (3) days after it is deposited in the United States mail in a sealed, properly addressed envelope, first class, postage prepaid; (b) if sent by private courier, one (1) day after being placed in the hands of the courier in a sealed, properly addressed envelope; (c) if sent by facsimile, when the receipt of the facsimile is confirmed by facsimile printout; and (d) if sent via electronic mail, when sent. 4

Section 5.4 Waiver of Notice. Notice of any meeting of the Board may be waived by the execution of a written waiver of such notice, either before or after the holding of such meeting, by any Trustee, and such waiver shall be filed with or entered upon the records of the meeting. The attendance of any Trustee at any such meeting at the commencement of the meeting shall be deemed to be a waiver by him or her of notice of the meeting except where the Trustee attends for the sole purpose of objecting to the holding of such meeting. Section 5.5 Board Action and Quorum. The Board may take action at a meeting at which there is a Quorum. Subject to Section 4.9, "Quorum" shall mean that there is present, in person or by telecommunications equipment through which all participants may communicate with one another, at least a majority of the voting Trustees then in office. A Trustee who is present at a meeting but who abstains from a vote may be counted for purposes of determining whether a Quorum exists. There shall be no voting by proxy and a proxy shall not count for purposes of determining whether a Quorum is present. A Quorum being present, a majority of those present and voting shall constitute the action of the Board, unless a greater majority is required by law, by the Articles of Incorporation or by these Bylaws. Except as otherwise provided in these Bylaws or in the Articles of Incorporation, or by law, no business shall be considered by the Board at any meeting at which a Quorum is not present, and the only motion which the Chair of the Board shall entertain at any such meeting is a motion to adjourn. However a majority of the Trustees present at such meeting may adjourn from time to time until the time fixed for the next regular meeting of the Board. When a meeting is adjourned for lack of a Quorum, it shall not be necessary to give any notice of the time and place of the adjourned meeting or of the business to be transacted at such meeting, other than by announcement at the meeting at which the adjournment is taken, except as provided in Section 5.5. The Trustees present at a duly called and held meeting at which a Quorum is initially present may continue to do business notwithstanding the loss of a Quorum due to the departure or temporary absence of one or more Trustees from the meeting, provided that any action thereafter taken must be approved by at least a majority of the Quorum for such meeting or such greater percentage as may be required by law, or the Articles of Incorporation or these Bylaws. Section 5.6 Action by Unanimous Written Consent. Any action required to be taken, or which may be taken, at a meeting of Trustees or a committee of the Board, may be taken without a meeting if a written consent setting forth the action, is signed by all of the Trustees or by all of committee members entitled to vote with respect to the subject matter thereof, as the case may be. Such written consent or consents shall be filed with the minutes of the proceedings of the Board, such action by written consent shall have the same force and effect as the unanimous vote of the Trustees. Any certificate or other document filed under any provision of law which relates to action so taken shall state that the action was taken by unanimous written consent of the Board without a meeting and that these Bylaws authorized the Trustees to so act, and such statement shall be prima facie evidence of such authority. Section 5.7 Participation. Trustees may participate in and act at any meeting of the Board through the use of a conference telephone or interactive technology, 5

including, but not limited to, electronic transmission, Internet usage, or remote communication, by means of which all persons participating in the meeting can communicate with each other. Participation in such meeting by such means shall be deemed to be presence at such meeting. ARTICLE VI OFFICERS Section 6.1 Officers. The officers of the School shall be a chairperson of the Board (the "Chair of the Board"), a vice chairperson of the Board (the "Vice Chair of the Board"), a president (the "President"), a secretary (the "Secretary"), and a treasurer (the "Treasurer"). The School may also have, as determined by the Board, one or more vice presidents, assistant secretaries (the "Assistant Secretaries"), assistant treasurers (the "Assistant Treasurers"), or other officers. Any number of offices may be held by the same person except that neither the Secretary nor the Treasurer may serve as the President or the Chair of the Board. Persons other than the Trustees may serve as officers of the School (other than as the Chair of the Board or as the Vice Chair of the Board). Section 6.2 Election. Officers shall be elected by the Board every year during the Annual Meeting and shall hold office for a term of one (1) year or until their successors shall have been duly elected and qualified; provided, however, that (i) the Chair of the Board shall be elected for a two-year term and (ii) the Chair of the Board and the Governance Committee shall select the Vice Chair of the Board who will be elected by the board for a term of two years. The Chair of the Board and the Vice Chair of the Board shall be selected from among the Trustees. No person may serve for more than two (2) full consecutive two-year terms as the Chair of the Board; provided that a person may serve three (3) full consecutive two-year terms as the Chair of the Board if a majority of the Board (excluding such person) has consented to such person serving a third consecutive two (2) year term as the Chair of the Board. Vacancies may be filled at any meeting of the Board (or by the Chair of the Board at any time with respect to any vacancy in the office of the Vice Chair of the Board). Section 6.3 Subordinate Officers. The Board may appoint such other officers or agents as it may deem desirable, and such officers shall serve such terms, have such authority, and perform such duties as may be prescribed from time to time by the Board. Section 6.4 Chair of the Board and Vice Chair of the Board. The Chair of the Board shall preside at all meetings of the Board; provided that if the Chair of the Board is unable to preside over any such meeting, the Vice Chair of the Board shall preside over such meeting. The offices of the Chair of the Board and the Vice Chair of the Board shall be non-executive positions. In the event of the incapacity of the Chair of the Board (as determined in the sole discretion of a majority of the other Board members), an interim Chair of the Board shall be chosen by a majority of the Trustees (excluding the Chair of the Board). He or she shall perform all duties incident to the office of the Chair of the Board and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be prescribed from time to time by the Board until such time as a majority of the Board (excluding the Chair of the Board) determines that the Chair of the Board is no longer incapacitated, at which time the Chair of the Board shall be reinstated to such office. 6

Section 6.5 President. The President shall be the chief executive officer of the School and shall, subject to the control of the Board, supervise and control the affairs of the School. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be prescribed from time to time by the Board. Except as otherwise expressly provided by law, in the name of the School, the President shall execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board. The President is a non-voting ex officio member of the Board. Section 6.6 Secretary. The Secretary shall (i) certify and keep at the principal office of the School the original, or a copy, of these Bylaws as amended or otherwise altered to date, (ii) keep the minutes of all meetings of the Board and each committee of the Board, in one or more books provided for the purpose, recording therein the time and place of holdings, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting and the proceeding thereof; (iii) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by the law; (iv) be custodian of the School records and of the seal of the School and see that the seal of the School is affixed to all duly executed documents, the execution of which on behalf of the School under its seal is duly authorized by law or in accordance with the provisions of these Bylaws; (v) exhibit at all reasonable times to any Trustee, or to his or her agent or attorney, on request therefore, these Bylaws, and the minutes of the proceedings of the Trustees; and (vi) in general perform such other duties as are customarily performed by or required of corporate secretaries. The Secretary may delegate these duties to an administrator at the school, so long they remain under the Secretary s supervision. Section 6.7 Treasurer. The Treasurer shall be a member of the Finance Committee of the Board. The Treasurer, in conjunction with the Board s Finance Committee, shall ensure that a true and accurate accounting of the financial transactions of the School is made periodically and that reports of such transactions are presented to the Board and shall perform such other duties as are customarily required of corporate treasurers and as from time to time may be assigned to him or her by the President or the Board. Section 6.8 Assistant Treasurer and Assistant Secretaries. The Assistant Treasurers and Assistant Secretaries, if any, shall perform such duties as shall be assigned to them by the Treasurer, the Secretary or the President. Section 6.9 Resignation or Removal of Officers. Any officer may resign at any time by giving written notice to the Board, the Chair of the Board or the Secretary. Any such resignation shall take effect at the date of the receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The Chair of the Board, the President, the Secretary and the Treasurer may be removed at any time with or without cause by a majority vote of the Board. All other officers may be removed by the President, subject to the officer's contractual rights. Section 6.10 Vacancies. Any vacancies caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by substitutes or if necessary by decision of the Board. In the event of a vacancy in any office other than that of the Chair of 7

the Board or the President, such vacancy may be filled temporarily by appointment by the Chair of the Board until such time as the Board shall fill the vacancy by appointment or until the next annual election. Vacancies occurring in offices of officers appointed at the discretion of the Board may or may not be filled as the Board shall determine. Section 6.11 Compensation. The salaries of the officers, if any, shall be fixed from time to time by resolution of the Board, and no officer shall be prevented from receiving such salary by reason of the fact that he or she is also a Trustee. In all cases, any salaries received by officers of the School shall be reasonable and given in return for services actually rendered to the School which relate to the performance of the charitable or public purposes of the School. ARTICLE VII SCHOOL COUNCIL Section 7.1 Composition. The school council will be composed of an equal number of representatives of parents, teachers, students and administrators according to a procedure decided by the President (collectively, the "School Council"). The representative for the French Cultural Services may be invited to attend all meetings of the School Council. Section 7.2 Powers. The School Council provides the President with guidance and suggestions regarding the internal regulations and pedagogical aspects of the School. It takes into consideration issues regarding the life of the School and the School community (as presented to the School Council for consideration by the President), in particular the suppression or creation of classes and options and the undertaking of pedagogical projects. It is in charge of providing the staff, parents and students alike with information regarding issues discussed at School Council meetings. Section 7.3 Period in Office. The School Council is in office from its election until the end of that school year. Section 7.4 Meetings. The School Council meets at least once a school year upon the President's request. Section 7.5 Representation and Quorum. The School Council can efficiently confer when the majority of its members is present or represented. School Council members unable to attend can be represented by another member who can hold only one proxy. The School Council may make recommendations to the President, which recommendations the President may adopt or disregard in his or her sole discretion. Section 7.6 Compensation. The members of the School Council fulfill their duties free of charge. However, the expenses and outlay brought about by the fulfillment of such duties, as approved by the President or the Board prior to the expenditure, will be reimbursed upon the presentation of bills to the President. Section 7.7 Resignation. Any School Council member can resign by giving notice in writing to the School Council. The School Council will have to state the reasons, if 8

any, for the resignation to the President. The President shall appoint a successor to fill any vacancy in the School Council. ARTICLE VIII PARENT ASSOCIATION Section 8.1 Composition. The Parent Association will be composed of all the parents of the School's students. Section 8.2 Powers. The Parent Association will meet on matters regarding the well-being, personal development and activities of the School's students and the School community. The Parent association may make recommendations to the President Section 8.3 Officers. The Parent Association will elect annually a president, a vice-president, a treasurer and a secretary from the current School parent body. The president of the Parent Association, or, at the discretion of the Board, any other officer of the Parent Association (as selected by the Board in its sole discretion) shall serve as the Parent Trustee. Section 8.4 Meetings. The Parent Association meets at least once a school year upon its president's request. Section 8.5 Representation and Quorum. Decisions are to be made upon the majority vote of present or represented parents. Parents unable to attend can be represented by another parent who can hold only one proxy. Section 8.6 Compensation of Officers. The officers of the Parent Association fulfill their duties free of charge. However, the expenses and outlay brought about by the fulfillment of such duties, and approved by the President or the Board prior to the expenditures, will be reimbursed upon the presentation of bills to the Board. Section 8.7 Resignation. Any officer of the Parent Association can resign by giving notice in writing to the Parent Association. Section 8.8 Bylaws. The Parent Association may adopt a set of bylaws consistent with these Bylaws and the School's purposes (as set forth in Section 2.1) to govern itself; provided that the Board must approve any such bylaws. Section 9.1 General. ARTICLE IX COMMITTEES (a) Appointment. The Board by resolution adopted by a majority of the Trustees then in office may designate such standing committees as set forth in these Bylaws and such other special committees as it deems necessary by Board resolution, each of which shall consist of one or more Trustees and such other individuals as may be appointed by the Chair of the Board, subject to the approval of the Trustees 9

in office. These special committees shall play a preparatory and advisory part in actions taken by the Board, and, upon decision of the Board, be responsible for organizing their execution, at all times under the Board's direction. The membership of each committee shall consist of at least one Trustee, except that the Executive Committee, the Finance Committee and the Nominating Committee shall be comprised of only Trustees. Each board committee shall have a committee charter approved by the Board which is reviewed and updated by the committee in September of each year. (b) Powers. Committees shall have and exercise the authority of the Board in the management of the School; provided that no such committee shall have the authority of the Board in reference to: (i) adopting a plan for the distribution of the assets of the School; (ii) authorizing the voluntary dissolution of the School or revoking proceedings therefor, or the sale, lease, exchange or mortgage of all or substantially all of the assets of the School; (iii) electing, appointing or removing any member of any committee or any Trustee or officer of the School, or filling vacancies on the Board or any of its committees; (iv) amending, altering or repealing these Bylaws or the Articles of Incorporation; (v) adopting a plan of merger or adopting a plan of consolidation with another corporation; or (vi) amending, altering or repealing any resolution of the Board which by its terms provides that it shall not be amended, altered or repealed by such committee. (c) Chairs. The Chair of the Board shall appoint one member of each committee as chair and the chair shall make a report, verbally or in writing, to the Board at its regular meetings from time to time and as required by the Chair of the Board. (d) Terms. The Chair and the members of each committee shall serve for a one year term and may be reappointed for subsequent one year terms without limitation. (e) Vacancy. Vacancies in the membership of any committee may be filled by appointment made in the same manner as provided in the case of the original appointments. Section 9.2 Standing Committees. Each Standing Committee shall have the duties and responsibilities described below as well as any further duties and responsibilities described in the committee charter. (a) Executive Committee. The composition of this committee of the Board (the "Executive Committee") shall include the Chair of the Board and the President (who will be an ex officio member 10

of such committee) and one or more of the Board's other members (who may also be serving as officers of the School). The Chair of the Board shall act as chair of the Executive Committee and make reports verbally or in writing of the proceedings of the Executive Committee meetings to the Board. The Executive Committee shall have the power to transact all regular business of the Board between meetings of the Board, subject to any prior limitation imposed by the Board and to the extent permitted by law and these Bylaws and except with respect to: (i) the approval of any action which, under law or the provisions of these Bylaws, requires the approval of a majority of all Trustees; (ii) the filling of vacancies on the Board or any committee which has the authority of the Board; (iii) the amendment or repeal of these Bylaws or the adoption of new Bylaws; (iv) the amendment or repeal of any resolution of the Board which by its express terms is not so amendable or reppealable; (v) the appointment of committees of the Board thereof; (vi) the expenditure of corporate funds to support a nominee for Trustee after there are more people nominated for Trustee than can be elected; or (vii) the approval of any transaction to which the School is a party and in which one or more of the Trustees has a material financial interest, except as expressly provided in the Act. Specific duties of the Executive Committee shall include the preparation of agendas for the annual meetings of the Board. By a majority vote of its members then in office, the Board may at any time revoke or modify any or all of the authority so delegated to the Executive Committee, increase or decrease, but not below two (2), the number of the Executive Committee members, and fill vacancies in the Executive Committee from the members of the Board. The President shall be the officer liaison for the Executive Committee. (b) Governance Committee. The Board shall each year, by a majority vote of Trustees then in office, designate at least one (1) of its members (who may also be serving as officers of the School) to constitute, with the Chair of the Board and the President who will be ex officio members of such committee, a governance committee (the "Governance Committee"). The Governance Committee shall select persons to be named as nominees for at-large trusteeships (whether any such nominee currently holds any such at-large trusteeship, and is to be considered for a second or third consecutive term, or is nominated to fill a vacancy on the Board or to replace an outgoing at-large Trustee), to be 11

voted on by the Board. The Governance Committee shall make recommendations to the Board with regard to the Board process and the Board Committee process. (c) Development Committee. The composition of this committee of the Board (the "Development Committee") shall include the Chair of the Board and the President who will be ex officio members of such committee and one or more of the Board's other members (who may also be serving as officers of the School). The Development Committee shall include at least one staff member of the School and one or more non-trustee members (which non-trustee members shall be outstanding personalities having a special interest in the life of the School, namely active members of the local community or from the educational or business world and such other employees of the School as the Board may determine). The purpose of the Development Committee shall be to (i) advise the Board on School development and investment matters and financial goals relating to the School's fundraising and capital campaigns, (ii) review and facilitate the School's fundraising programs and to assist the School to raise funds in such programs (subject to the limitations contained in Section 11.4) and (iii) act as a liaison for the Board with the Development Committee, the Marketing Committee, the President and the School's director of development. (d) Finance Committee. The composition of this committee of the Board (the "Finance Committee") shall include the Chair of the Board and the President (who will be ex officio members of such committee), the Treasurer and one or more of the Board's other members (who may also be serving as officers of the School). The Treasurer shall act as chair of the Finance Committee. The Finance Committee shall (i) review the School's finances and fiscal affairs, (ii) review the School's long-range financial plan and annual operational budget (including the setting of tuition levels for approval by the Board), (iii) review the School's investment policies on a quarterly basis, (iv) monitor the implementation of the School's budget and issue the School's financial statements and (v) assist the Trustees in fulfilling their oversight responsibilities by (A) reviewing the School's audited consolidated financial statements (prepared by the School's outside auditors) and (B) serving as an independent and objective party to monitor the School's operations, reporting processes and internal control systems. (e) Education Committee. The composition of this committee of the Board (the "Education Committee") shall include the Chair of the Board and the President who will be ex officio members of such committee and one or more of the Board's other members (who may also be serving as officers of the School). The Education Committee shall include at least one staff member of the School and may include non-trustee members. The purpose of the Education/ shall be to (i) develop and recommend to the Board broad education policies for the School, (ii) assess the overall academic performance of the School and (iii) pilot community projects and outreach programs involving the School. (f) Strategy, Branding, Marketing Committee. The composition of this committee of the Board (the "Marketing Committee") shall include the Chair of the Board and the President who will be ex officio members of such committee and one or more of the Board's other members (who may also be serving as officers of the School). The Marketing Committee shall include at least one staff member of the School and may include non-trustee members. The purpose of the Marketing Committee shall be to (i) provide guidance on marketing issues related to the School (focusing on internal and external audiences) and (ii) lead initiatives to create and build marketing applications and increase the School's retention of students and employees and (iii) oversee the School's communications programs. 12

(g) Building Committee. The composition of this committee of the Board (the "Building Committee") shall include the Chair of the Board and the President who will be ex officio members of such committee and one or more of the Board's other members (who may also be serving as officers of the School). The Building Committee shall include at least one staff member of the School and may include non-trustee members. The purpose of the Building Committee shall be to (i) oversee the implementation of the master plan for the School s buildings and grounds (the Master Plan ) by working with the School s staff and outside consultants, (ii) report concerns and findings regarding the School s buildings and grounds or the Master Plan to the Board and (iii) obtain Board approval with respect to the School s entry into (or amendment or termination of) any real estate contract regarding any of the following: (A) assessing the acquisition or disposition of buildings, (B) assessing and negotiating leasing arrangements, (C) the planning, development and financing of new construction, or (D) the determination of the need for major capital projects impacting the Master Plan. (h) Legal Committee. The composition of this committee of the Board (the "Legal Committee") shall include the Chair of the Board and the President who will be ex officio members of such committee and one or more of the Board's other members (who may also be serving as officers of the School). The Legal Committee may include non-trustee members. The purpose of the Legal Committee shall be to (i) advise the Board on legal issues which may arise from time to time, (ii) review documents, contracts and other agreements to ensure they are compliant with federal and State law and (iii) review these Bylaws, the Articles of Incorporation and the Board's meeting minutes. (i) Leadership Council. This committee of the board shall be made of all previous Board Members and the leadership of the Lycee Alumni Organization. The purpose of the committee is to maintain a relationship with former board members for the benefit of the School Section 9.3 Committee Action and Quorum. A committee may take action at a meeting at which there is present, in person or by telecommunications equipment through which all participants may communicate with one another, at least a majority of voting members of such committee. A committee member who is present at a meeting but who abstains from a vote may be counted for purposes of determining whether a quorum exists. There shall be no voting by proxy and a proxy shall not count for purposes of determining whether a quorum is present. A quorum being present at a meeting of any committee, a majority of those present and voting shall constitute the action of such committee, unless a greater majority is required by law, by the Articles of Incorporation or by these Bylaws. The time for regular meetings of committees may be fixed by resolution of the Board or by such committee. The time for special meetings of committees may also be fixed by the Board. The Board may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws. 13

ARTICLE X INDEMNIFICATION Section 10.1 Definitions. terms are defined as follows: For the purposes of this Article, the following (a) References to "fines" shall include any excise taxes or penalties assessed on a party with respect to an employee benefit plan. (b) References to "serving at the request of the School" shall include any service as a Trustee, officer, employee, member of a committee, or agent of the School which imposes duties on, or involves services by such Trustee, officer, employee, member of a committee or agent with respect to an employee benefit plan, its participants, or beneficiaries. A party who acted in good faith and in a manner the party reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the School" as referred to in this Article X. Section 10.2 Basic Indemnification. (a) The School 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, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the School) by reason of the fact that the party, or a person of whom such party is the legal representative, is or was a Trustee, officer, employee, member of a committee or agent of the School or is or was serving at the request of the School as a director, trustee, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, against all costs, charges, liabilities, losses, expenses (including attorneys' fees), judgments, fines and amounts paid or to be paid in settlement reasonably incurred or suffered by such person in connection with such action, suit, or proceeding if the party acted in good faith and in a manner the party reasonably believed to be in, or not opposed to, the best interests of the School and, with respect to any criminal action or proceeding, had no reasonable cause to believe the party's conduct was unlawful and such indemnification shall continue as to a person who has ceased to be a Trustee or officer of the School or to serve at the request of the School as a director, trustee, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise and shall inure to the benefit of such person's heirs, executor and administrators. (b) The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of non contendere or its equivalent shall not, of itself, create a presumption that the party did not act in good faith and in a manner which the party reasonably believed to be in or not opposed to the best interests of the School, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the party's conduct was unlawful. (c) It is intended that the scope of this indemnification provision shall at all times be as extensive as that allowed by the applicable statutes of the State of Illinois, as they are amended from time to time. Section 10.3 Actions by or in the Right of the School. 14

(a) The School 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 suit by or in the right of the School to procure a judgment in its favor by reason of the fact that the party is or was a Trustee, officer, employee, member of a committee, or agent of the School, against expenses (including attorney's fees) actually and reasonably incurred by the indemnified party in connection with the defense or settlement of such action or suit if the party acted in good faith and in a manner the party reasonably believed to be in or not opposed to the best interests of the School. (b) No indemnification shall be made in respect of any claim, issue, or matter as to which such party shall have been adjudged to be liable for gross negligence or willful misconduct in the performance of the party's duty to the School unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such party is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper. Section 10.4 Payment in Advance of Final Disposition. Expenses (including attorneys' fees) incurred in defending a civil or criminal action, suit or proceeding shall be paid by the School in advance of the final disposition of such action, suit or proceeding upon receipt of a written undertaking by or on behalf of a Trustee, officer, employee, member of a committee or agent of the School to repay such amount unless it shall ultimately be determined that the party is entitled to be indemnified by the School. Section 10.5 Right of Claimant to Bring Suit. If a claim under Section 10.2 or 10.3 is not paid in full by the School within thirty (30) days after a written claim has been received by the School, the claimant may at any time thereafter bring suit against the School to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall also be entitled to be paid the expense of prosecuting such claim. It shall be a defense to any action (other than an action brought to enforce a claim for expenses incurred in defending a proceeding in advance of its final disposition where the required undertaking has been tendered to the School) that the claimant has failed to meet a standard of conduct which makes it permissible under Illinois law for the School to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the School. Neither the failure of the School (including the Board or the School's independent legal counsel) to have made a determination prior to the commencement of such action that indemnification of the claimant is permissible in the circumstances because such claimant has met such standard of conduct, nor an actual determination by the School (including the Board or the School's independent legal counsel) that the claimant has not met such standard of conduct, nor the termination of any proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall be a defense to the action or create a presumption that the claimant has failed to meet the required standard of conduct. Section 10.6 Non-exclusivity of Indemnification Rights. The indemnification provided by this Article X and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article X shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any statute, the Articles of Incorporation, these Bylaws, any other bylaw, agreement, vote of the disinterested Trustees, or otherwise, both as to action in the party's official capacity and as to action in another 15

capacity while holding such office, and shall continue as to a party who has ceased to be Trustee, officer, employee, committee member, or agent and shall inure to the benefit of the heirs, executors, administrators of such a party. Section 10.7 Purchase of Director and Officer Liability Insurance. The School shall purchase and maintain insurance on behalf of any party who is or was a Trustee, officer, employee, member of a committee, or agent of the School or another corporation or a partnership, joint venture, trust or other enterprise, against any expense, liability or loss asserted against such party and incurred by such party in any such capacity, or arising out of the party's status as such, whether or not the School would have the power to indemnify such party against such liability under the provisions of this Article X. Section 10.8 Effect of Amendment. Any amendment, repeal or modification of any provision of this Article X by the Trustees shall not adversely affect any right or protection of a Trustee or officer of the School or other indemnified party existing at the time of such amendment, repeal or modification. ARTICLE XI CONTRACTS, LOANS, CHECKS, NOTES, DEPOSITS, GIFTS, BOOKS AND RECORDS Section 11.1 Contracts. The Board may from time to time by resolution, except as otherwise provided in these Bylaws, authorize any Trustee or Trustees, officer or officers, agents or agent of the School, in addition to the officers so authorized by these Bylaws, to enter into any contract, to execute and deliver any instrument in the name of and on behalf of the School, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the School by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount. Section 11.2 Loans, Checks and Notes. No loans shall be contracted on behalf of the School and no evidence of indebtedness shall be issued in its name unless authorized by resolution of the Board. Such authority may be general or confined to specific instances. Except as otherwise specifically determined by resolution of the Board, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the School shall be signed by (i) the "Director of Finance" of the School or the President with respect to all checks and drafts of the School in an amount less than or equal to2,500, (ii) the President with respect to all checks and drafts of the School in an amount greater than $2,500 but less than or equal to $100,000, provided that any such check or draft must be for the payment of planned and regular monthly expenses of the School, or (iii) the President with respect to all checks and drafts of the School in an amount greater than $20,000 which are not part of the School s planned and regular monthly expenses; (iv) the President, with the approval of the Chair of the Board or Head of the Finance Committee with respect to all other checks and drafts of the School in an amount greater than $20,000 and all promissory notes, orders for the payment of money and other evidence of indebtedness of the School. 16