FACES OF NOTTINGHAM, INC. BY-LAWS ARTICLE I - NAME

FACES OF NOTTINGHAM, INC. BY-LAWS ARTICLE I - NAME The name of the corporation is FACES of Nottingham, Inc. (the "Corporation"). FACES represents Faculty, Alumni, Community Members, Educators and Students of William Nottingham High School located at 3100 E. Genesee Street, Syracuse, NY 13224. ARTICLE II - PURPOSE The Corporation fulfills all of the functions traditionally ascribed to a parent teacher student organization. The purpose of the Corporation is to support the education of Nottingham High School students by: 1. Fostering positive relationships, communication and community building among students, families, community stakeholders and school staff; 2. Organizing events, fundraising and taking on specific tasks or projects that support the educational and cultural functions of Nottingham; 3. Advocating for a quality education for all students; and 4. Promoting shared decision making in the school and the Syracuse City School District. ARTICLE III - MEMBERSHIP 1. Membership Eligibility. All Nottingham students, family members of students, staff and faculty members, administrators, alumni or community members who have an expressed interest in supporting the educational and cultural functions of Nottingham High School are eligible to be members of the Corporation. 2. Notice of Meeting and Activities. All parents and guardians of enrolled Nottingham HS students and anyone else who signs the registry of the Corporation or communicates the same by email will receive notices of meetings and information about the activities of the Corporation and the school through regular email messages, "robo" phone calls, and ground mail. 3. Right to Vote at Membership Meeting; Right to Serve as Officer. The right to vote at a meeting of the members and the opportunity to serve as an officer of the Corporation shall be extended to: committees. (a) All members of the Board and all members of standing and working

(b) Any member who has signed the roster of attendance at two Board of Directors meetings, general meetings, or special meetings in a two year period prior to each of at least five regularly scheduled business meetings. The roster of voting members shall be kept by the Secretary. If a member signed the roster of attendance at any meeting of the unincorporated association known as FACES OF NOTTINGHAM, that signature shall count toward qualifying the member as a voting member. ARTICLE IV - MEETINGS The Corporation will hold three types of meetings: Board of Director meetings, general membership meetings, and special meetings. All meetings are open to the general membership, the Nottingham Community as a whole and invited guests. 1. Board of Director Meetings. Regularly scheduled Board of Director meetings of the Board will be held at least five times a year. Board of Director meetings are open to the general membership and the public, except that only Directors shall be permitted to vote on issues presented at the Board of Directors meetings. The Vice President will secure building permits for each business meeting. 2. General Meetings. General meetings are informational meetings held for the benefit of Nottingham students, alumni, families, staff and community members. General meetings are planned by the Board in response to community need as determined by the Board. General Meeting topics may include but are not limited to course offerings at Nottingham, financial aid resources, junior class college preparation night, guest speakers, the school report card, school improvement planning and discussions with the principal. 3. Special Meetings. Special meetings may be called by the President, any two members of the Board, or any five general members with voting rights by submitting a written request to the Secretary. The Vice President will be responsible for securing a building permit. 4. Annual Meeting. The June business meeting will be the Corporation s annual meeting, at which the Board and new officers shall be elected, project and/or committee reports will be given, and other business will be finalized before the end of the school year. The date in June of the annual meeting shall be fixed by the Board. The Directors shall present their annual report pursuant to Section 519 of the New York Not for Profit Corporation Law ("NPCL") at the annual meeting. Qualified voting members will be entitled to vote at the annual meeting. 5. Quorum. A quorum for the Board of Directors meeting requires the presence greater than fifty percent of the Board. A quorum for special meetings and annual meetings requires the presence greater than fifty percent of the Board and presence of the lesser of 100 members or 1/10 of the voting members entitled to vote at such meeting, present either in person or by proxy. A quorum, once established at a meeting, shall not be impaired by the subsequent withdrawal of any members. The affirmative vote of those voting shall carry all motions properly before the meeting except to the extent that applicable law or these by-laws requires a greater vote.

Without a quorum all business will be postponed to the next regularly scheduled business meeting or special meeting. 6. Notice of Meeting. (a) Whenever voting members are required or permitted to take any action at a meeting, written notice of the meeting shall state the place, date and hour of the meeting and, unless it is an annual meeting, indicate that it is being issued by or at the direction of the person or persons calling the meeting. Notice of a special meeting shall also state the purpose or purposes for which the meeting is called. A copy of the notice of any meeting shall be given, personally or by mail, to each member entitled to vote at such meeting. If the notice is given personally or by first class mail, it shall be given not less than ten nor more than fifty days before the date of the meeting; if mailed by any other class of mail, it shall be given not less than thirty nor more than sixty days before such date. (b) The Secretary will notify guardians of record of Nottingham High School students of the meeting schedule in a flyer mailed home to the guardian of record (according to school district records) at the beginning of the school year. The schedule of regular Board of Director meetings will be posted on the school website and reminders will be sent to available email addresses of members prior to each meeting. Members may also receive notice of meetings through"robo" phone calls and by ground mail. The date, time, and place of meetings will be posted on the school website. In addition to the manner for notification of a special meeting prescribed by the NPCL, notice of a special meeting shall be posted on the school website and emailed to the Nottingham High School list serve. Additional notice of a special meeting may also be given by "robo-call" to available member phone numbers. 7. Chair. The President shall preside at the Board of Director meetings. In the President s absence, the Vice-President shall preside. 8. Votes. Each voting member shall be entitled to one vote on any matter to come before the members for vote. 9. Proxy. Every member entitled to vote at a meeting may authorize another person to act for the voting member by proxy as set forth in section 609 of the NPCL. ARTICLE V - BOARD OF DIRECTORS 1. Election, Composition, and Authority. The management of the Corporation, its policy development, and control of its property shall be vested in the Board of Directors (the "Board"). The Board, and all officers elected hereunder, shall assume responsibility for the management and operation of the Corporation. All Directors shall be elected by the members, except that members may authorize the Board to elect unfilled Director positions with majority vote. A Board of no fewer than six and no more than seventeen members will be responsible for conducting the business of the Corporation. All efforts shall be made to include at least the following:

One current Nottingham High School principal or vice-principal Two current Nottingham High School Teachers One School Counselor, TA or other staff member Two current Nottingham High School students that are at least sixteen-years of age Two current family members of Nottingham High School students One Community member who is not a parent One member of the Nottingham Alumni association All officers and standing committee chairs. The Board will be responsible, without limitation, for planning general meetings, budgeting and approving expenditures and fundraising, supporting school initiatives as brought to the Board, and serving as a liaison between school groups and the Corporation. The Board will appoint parent representatives to the Nottingham School Leadership Team (SLT) and the Superintendent's Parent Advisory Council (SPC) and other Syracuse City School District shared decision-making groups as the opportunity arises. The Board shall appoint a List-serve Manager. 2. Nominations to First Board. The initial Board after the adoption of these by-laws shall be nominated by the Board set forth in the Certificate of Incorporation of the Corporation and shall be elected at a meeting of the members of the Corporation immediately following the adoption of these Amended By-Laws (the "First Board"). 3. Nominations to all Subsequent Boards. For each and every subsequent election, the Board shall be nominated by the Nominating Committee. Annually, the President, with the approval of the Board, shall appoint a Nominating Committee consisting of at least three voting members. The Nominating Committee shall submit to the members a slate of Directors and officers to be elected at the annual meeting of the members, provided that members of the Nominating Committee may not nominate him or herself for appointment of a Director or officer position. The newly elected Directors and officers will assume office at the first meeting of the Board following the annual meeting of the members. In making nominations for Directors, the Nominating Committee shall take into consideration the criteria set forth in paragraph 1 of this Article. 4. Terms of Office. All elected Directors shall hold office for a term of two years from the date of the Director's election and until the Director's successor is duly elected and qualified, except that student Directors shall serve a term of one year and may be reelected for subsequent terms provided that they remain enrolled as Nottingham High School students. Furthermore, some Directors constituting the First Board shall hold an initial term of office for a period of one year to stagger reelection of Directors. 5. Absence from Meetings. In the event that a Director is absent from three consecutive meetings of the Board for reasons which, in the opinion of the Board, are without valid excuse, the Board may remove the Director.

6. Vacancies. Any vacancy in the Board may be filled for the unexpired term by vote of a majority of the remaining Directors at any duly called meeting. 7. Meetings. Regular and/or special meetings of the Board may be called by the President at such times and places as the President shall designate and shall be called at the request of any five Directors. At least five days notice of any special meeting of the Board shall be given to the Directors. At any special meeting, no business not specified in the notice shall be conducted. 8. Quorum. For regular and special meetings, a quorum shall constitute greater than fifty percent of the total number of Directors. 9. Consent Without Meeting. Pursuant to Section 708(b) of the NPCL, whenever by statute, the Certificate of Incorporation or these By-Laws, a vote of the Board or any of its committees is required or permitted to be taken at a meeting, the action may be taken without a meeting if all of the Directors or committee members consent in writing to the adoption of the resolutions authorizing the action. The resolution and written consent shall be filed with the Corporation's minutes. 10. Participation Without Physical Presence. Pursuant to Section 708(c) of the NPCL, any one or more Directors or members of any committee may participate in a meeting of such Board or Committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting. ARTICLE VI - OFFICERS The initial officers of the Corporation shall be elected by the Directors of the Corporation set forth in the Certificate of Incorporation of the Corporation. Thereafter, the Board shall nominate a slate of officers to be voted on by members who have voting rights at the annual meeting of the members. The officers and their responsibilities are as follows. 1. Officers. The officers of the Corporation shall be a President, one or more Vice Presidents if and as determined by the Board, a Secretary, a Treasurer, and such other officers as the Board may from time to time provide. An individual must be a Director to serve as an officer. All officers shall serve for a term of two years commencing on the date of their election and until their respective successors are duly elected and qualified. Officers may be reelected for subsequent terms but no person may hold more than one office at a time. 2. President. The President shall: preside over all meeting of the members and the Board; serve as the primary contact for the principal; represent the Corporation at outside meetings; serve as an member of all committees except the nominating committee; and coordinate the work of all the officers and committees so that the purpose of the Corporation is served. The President shall serve as an ex officio member of the Board during the year following his or her term of office.

3. Vice President. The Vice President shall keep time at meetings, assist the President in carrying out the President's duties in his or her absence or inability to serve. The Vice President will also be responsible for establishing a yearly calendar for the Corporation and securing building permits for all corporate meetings and events. Unless serving on the Board in another capacity, the Vice President shall serve as an ex officio member of the Board during the year following his or her term of office. 4. Secretary. The Secretary shall keep all records of the Corporation, take and publish minutes, prepare the agenda for business meetings, handle official correspondence, and send notices of meetings to the membership. The Secretary also keeps a copy of the meeting attendance, meeting minutes, book, by-laws, rules, membership list, including but not limited to a list of all voting members, and any other necessary supplies, and brings them to meetings. 5. Treasurer. The Treasurer shall receive all funds of the Corporation, keep an accurate record of receipts and expenditures, and pay out funds in accordance with the approval of the Board. The Treasurer will present a financial statement at every meeting and at other times of the year when requested by the Board, and make a full report at the end of the year. The Treasurer will also work with the Board to prepare a budget for each school year. 6. Vacancies. A vacancy in the office of President will be automatically filled by the Vice President holding office at the time the office of President is vacated. A vacancy in any office other than the President will be filled by majority vote of the Directors at the first meeting of the Directors following the vacancy and such appointment shall be effective until the following annual meeting. 7. Removal from Office. An officer may be removed from office by a two-thirds vote of members with voting privileges who are present at a meeting of the members, on the condition that a minimum of ten days advance notice is given of the meeting setting forth with particularity the removal action contemplated to be taken. The Board of Directors shall use reasonable efforts to provide notice to an officer prior to removal. ARTICLE VII - COMMITTEES The Board shall ensure that the necessary committees will be formed to advance the functions and activities associated with the three purposes of the Corporation described in Article II. The Board shall use all reasonable efforts to form and appoint members to standing committees to advance the mission of the Corporation. 1. Standing Committees. The standing committees of the Corporation shall be: (a) (b) (c) Communication and Community Building Events Planning and Fundraising Advocacy and Shared Decision Making

2. Nominating Committee. The Board shall appoint a Nominating Committee of at least three voting members by no later than March of each year to recruit candidates to become Directors and officers of the Corporation in preparation for the annual meeting of the membership held in June of each year. 3. Working Committees. Working committees to advance specific strategic goals and projects may be formed as determined by the Board to further the mission of the Corporation. 4. Committee Chair. The Committee Chair shall be appointed by the Board and shall serve for a term of one year commencing on the date of their appointment and until their respective successors are duly appointed and qualified. An individual must be a Director to serve as a Committee Chair. ARTICLE VIII - FINANCES The Board shall be the controlling agent for the finances of the Corporation. 1. Annual Budget. For each school year, an annual budget will be approved by the Board of Directors at the first meeting of the school year. 2. Records. The Treasurer shall keep accurate records of the assets, liabilities, and fund balance of the corporation and of all revenue and expenditures of the corporation and present a financial statement at each meeting of the Board and of the members setting forth the balance sheet and income statement of the Corporation. The Treasurer shall maintain and balance the accounts of the Corporation, including the bank account(s) in which the funds of the Corporation are maintained. 3. Funding Requests. Any individual or group requesting funds from the Corporation must submit a funding request using the funding request form adopted by the Board at least ten days prior to the meeting at which they would like the request considered. The Board shall adopt policies, procedures, and forms to address the handling and accounting for funds received and the distribution and payment of funds (including reimbursement and check requests, and the authorization of payment of funds). 4. Approval of Expenditures. The Board shall approve all expenditures of the Corporation. Should needs arise between meetings of the Board, the President and one other officer may approve funding requests up to $200.00 on an as needed basis to serve the needs of the school community. The Board shall be notified as such expenditures are approved. 5. Authority to Bind Corporation. Two authorized signatures shall be required on each check over the amount of $200. Authorized signers shall include the President, Treasurer, and Principal. The funds of the Corporation shall be deposited in its name with such banks, trust companies or other depositories as the Board may from time to time designate. No officer, agent, employee or independent contractor of the Corporation, alone or with others, shall have the power to make any bills payable, checks, notes, drafts or other negotiable instrument, or

endorse the same in the name of the Corporation, or contract or cause to be contracted any debt or liability in the name of the Corporation or otherwise bind the Corporation thereby, except as provided in these by-laws 6. Year End Financial Statement and Filings. The Treasurer shall prepare a financial statement at the end of the year, and all required federal and state tax and regulatory filings to be reviewed and approved by the Board. ARTICLE IX - DUTIES AND INDEMNIFICATION OF DIRECTORS AND OFFICERS 1. Duty of Directors and Officers. Directors and officers shall discharge the duties of their respective positions in good faith and with the care an ordinarily prudent person in a like position would exercise under similar circumstances. In discharging their duties, Directors and officers, when acting in good faith, may rely on information, opinions, reports or statements including financial statements and other financial data, in each case prepared or presented by: (a) one or more officers or employees of the Corporation, whom the Director believes to be reliable and competent in the matters presented, (b) counsel, public accountants or other persons as to matters which the Directors or officers believe to be within such person's professional or expert competence or (c) a committee of the Board upon which they do not serve, duly designated in accordance with a provision of the certificate of incorporation or the by-laws, as to matters within its designated authority, which committee the Directors or officers believe to merit confidence, so long as in so relying they shall be acting in good faith and with that degree of care specified in this paragraph. Persons shall not be considered to be acting in good faith if they have knowledge concerning the matter in question that would cause such reliance to be unwarranted. Persons who so perform their duties shall have no liability by reason of being or having been Directors or officers of the Corporation. 2. Right to Indemnification. Any person made or threatened to be made a party to any action or proceeding, whether civil or criminal, by reason of the fact that the person is or was a Director or an officer of the Corporation, or served another corporation, partnership, joint venture, trust, or other entity in any capacity at the request of the Corporation (any person serving in such capacity shall be referred to in this Article as a "Representative"), shall be indemnified by the Corporation to the fullest extent allowable by law. The indemnification shall extend to all judgments, fines, amounts paid in settlement, and reasonable expenses, including attorneys' fees actually and necessarily incurred in connection with the defense or appeal of any such action or proceeding, and any other amounts, expenses and fees similarly incurred. 3. Contract Right. The preceding right of indemnification shall be a contract right enforceable by the Director, officer or Representative (or the estate or beneficiaries of any deceased Director, officer or Representative) with respect to any action or proceeding accruing or arising while this right to indemnification shall be in effect. 4. Non-Exclusivity of Rights. The rights conferred on any person by paragraph 2 and paragraph 3 shall not be exclusive of any other right which such person may have or subsequently acquire.

5. Severability. It is the intent of the Corporation to indemnify its Directors, officers and Representatives to the fullest extent authorized by the laws of New York as they now exist or may be subsequently amended. If any portion of these indemnification provisions shall for any reason be held invalid or unenforceable by judicial decision or legislative amendment, the valid and enforceable provisions will continue to be given effect and shall be construed so as to provide the broadest indemnification permitted by law. 6. Insurance. Nothing in this Article shall preclude or limit the purchase of insurance to afford defense and indemnification coverage to its Directors, officers, and representatives up to the fullest extent authorized by the laws of New York if such insurance is authorized by the Board. ARTICLE X - CONFLICTS OF INTEREST 1. Conflict of Interest and Disclosure. A Director or officer of the Corporation shall disclose a conflict of interest: (a) with respect to a Director, prior to voting on or otherwise discharging the Director's duties with respect to any matter to come before the Board or any committee, (b) prior to entering into any contract or transaction involving the Corporation, and (c) as soon as possible after the Director or officer shall learn of a conflict of interest in any other context. A conflict of interest will be deemed to exist whenever (i) the Director or officer, (ii) any member of the Director's or officer's immediate family, or (iii) any organization of which the Director, officer or immediate family member is an officer, Director, member, partner, trustee, shareholder having a Material Investment Interest in the organization, or creditor having $25,000.00 or more at risk with the organization, or over which he or she otherwise exercises control, has, or reasonably expects to have, a substantial financial interest in any contract or transaction involving the Corporation or in any other matter to come before the Board or committee. For purposes of the preceding sentence, a "Material Investment Interest" shall mean (x) in the case of a publicly held company required to file periodic reports with the Securities and Exchange Commission under the Securities Exchange Act of 1934, 5 percent or more of the ownership of an organization or the outstanding equity securities of any class issued by the organization, and (Y) in the case of all other organizations, 10 percent of the outstanding equity securities of any class issued by the organization or $25,000, whichever is lesser. Disclosure of the material facts surrounding the conflict of interest shall be made to the Chair of the Board or committee, as the case may be, and the Chair shall inform the other members of the Board or committee prior to any action thereon. If the conflict of interest involves a contract or transaction which has not been brought before the Board or committee, disclosure of the conflict of interest shall be made to the President.

A Director having a conflict of interest shall, upon request and in addition to the disclosure obligations set forth above, provide to the Board and any committee considering the conflicted matter complete information about the matter under consideration. After providing the information, the interested Director shall be excused from the meeting and shall not participate in any further consideration of the conflicted matter or any vote on it. The interested Director may, however, be counted for determining the presence of quorum at the meeting. The Board shall have the authority to regulate conflicts of interest between a Director or officer and the Corporation and between other members of the Corporation and the Corporation. In furtherance of that authority, it may, from time to time, adopt conflict of interest policies applicable to Directors, officers, and employees of the Corporation. ARTICLE XI - MISCELLANEOUS 1. Parliamentary Procedure. Every effort shall be made to conduct business on a consensus basis with deliberation following procedures that respect and honor all voices and that advance democratic process. In the event that a consensus cannot be achieved in a timely manner the President shall move to a vote following Robert's Rules of Order Newly Revised. Robert's Rules of Order Newly Revised shall govern meetings when they are not in conflict with the Corporation's By-Laws. 2. Standing Rules. The Board may approve standing rules, and the Secretary shall keep a record of the standing rules for future reference. 3. Dissolution. The Board may adopt a plan of dissolution of the Corporation which, to be effective, must be adopted by a two-thirds vote of the voting members pursuant to NPCL Section 1002. Upon dissolution of the Corporation, any remaining assets of the Corporation shall be distributed as provided in the Certificate of Incorporation of the Corporation. 4. Amendments. These by-laws may be altered, amended or repealed by a two-thirds vote of the voting members who are present at a duly constituted meeting of the members. In the case of meeting of the voting members, written notice of the proposed change shall have been made available to the voting members pursuant to Article IV, paragraph 6(a). DATED: JUNE 24, 2013 2062489_1.docx