The Bylaws

Bylaws of

Educated Country

A Texas Non-Profit Corporation

**************************************************

These bylaws constitute the code of rules adopted by Educated Country (hereafter “the Corporation”) for the regulation and management of its affairs. The Corporation is a nonprofit corporation organized under the Texas Business Organization Code (referred to as the “Code”).

Article One

Registered Office and Registered Agent

The Corporation shall comply with the requirements of the Code and maintain a registered office and registered agent in Texas. The registered office may, but need not, be identical with the Corporation’s principal office in Texas. The Board of Directors may change the registered office and the registered agent as provided in the Code.

Article Two

Purpose

As set out in the Corporation’s Certificate of Formation, The Corporation is organized pursuant to the Texas Business Organization Code. The purposes for which the Corporation is organized are exclusively charitable, scientific, and educational within the meaning of the Internal Revenue Service Code, Section 501(c)(3). The Corporation will provide educational opportunities and innovative resources to enhance human potential in rural communities.

Article Three

Membership

The Corporation shall have no members.

Article Four

Board of Directors

Section 4.1 – Powers

The Board of Directors (“Directors”) of this Corporation is vested with the management of the business and affairs of this Corporation, subject to the Texas Business Organization Code, The Certificate of Formation, and these by-laws. The business, property, and affairs of the Corporation shall be managed by the Board of Directors.

Section 4.2 – Qualifications

Directorship shall not be denied to any person on the basis of race, creed, sex, religion, or national origin. Directors need not be residents of Texas.

Section 4.3 – Number and Classes of Directors

The Board of Directors will consist of 3 directors. Upon majority resolution of the Board of Directors, the number of directors may be increased or decreased from time to time, but in no event shall a decrease have the effect of shortening the term of an incumbent director, or decreasing the total number of directors to less than three directors. The initial Board of Directors shall consist of the persons listed in the Certificate of Formation as constituting the initial Board.

Section 4.4 – Term of Directors

Directors shall serve lifetime terms.

Section 4.5 – Appointment of Directors

The Board of Directors shall fill vacated positions by appointment at a special meeting called for that purpose. Any directorship to be filled by reason of an increase in the number of directors shall be filled at the next regular meeting of the Board of Directors or at a special meeting called for that purpose.

Section 4.6 – Attendance

Directors are expected to attend at least 75% of board meetings. Any director not present at 75% of the board in a fiscal year shall be deemed to have resigned unless the Board excuses the absences by a majority vote. Present shall be defined as the contemporaneous participation of the member with other members be it by being physically present or present and able to participate via electronic media or other means.

Section 4.7 – Regular Annual Meetings

An Annual Meeting of the Board of Directors shall be held at the date, time, and place determined by the Board of Directors. The Board of Directors shall provide the time and place by resolution, either within or without the State of Texas, for the holding of the Regular Annual Meeting of the Board, and may provide by resolution the time and place for the holding of additional regular meetings of the Board. There shall never be less than one annual meeting of the Board of Directors.

Section 4.8 – Special Meetings

Special Meetings of the Board of Directors may be called by or at the request of the President, or any Director. The person or persons authorized to call special meetings of the Board may fix any place, either within or without the State of Texas, as the place for holding special meetings of the Board called by them.

Section 4.9 – Notice

Notice of any meeting of the Board of Directors shall be given at least three (3) business days previously thereto by oral or written notice delivered personally, or sent by mail, or through electronic communication to each Director at the current physical or electronic address as shown by records of the Corporation.

Section 4.10 – Resignation

Any director may resign at any time by delivering written notice to the President or Secretary. Such resignation shall take effect upon receipt or, if later, at the time specified in the notice.

Section 4.11 – Removal

Any director may only be removed for just cause, at any time, by a majority of the entire Board of Directors, at a Regular or Special Meeting called for that purpose. Just cause shall be defined as the engagements in any activities or the exercise of any powers that are not in furtherance of the purposes of this corporation while representing this corporation.

Section 4.12 – Vacancies

Vacancies shall be filled by majority vote of the remaining members of the Board of Directors, though less than a quorum. Vacancies shall be filled as soon as practical.

Section 4.13 – Quorum

All of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board.

Section 4.14 – Manner of Acting

The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these Bylaws.

Section 4.15 – Compensation

Directors as such shall not receive any stated salaries for their services; however, by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allocated for attendance at each regular or special meeting of the Board. Nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor. In addition, Directors may be reimbursed for any actual expenses incurred in the performance of their duties for the Corporation and reasonably compensated for services provided for the Corporation. The board shall establish a policy governing such potential allocations, reimbursements, and compensations at the time it adopts its annual budget.

Article Five

Officers

Section 5.1 – Roster of Officers

The Corporation shall have a President, Secretary, and Vice President. The Board of Directors may appoint such other officers and assistant officers as considered necessary. The same person may hold any two or more offices, other than the offices of president and secretary.

Section 5.2 – Appointment of Office

Officers will be appointed by the Board of Directors at a Special Meeting called for that purpose.

Section 5.3 – Term of Office

Officers shall serve terms of three years duration. Officers may serve an unlimited number of consecutive terms in the same office. Officers shall remain in office until their successors have been selected.

Section 5.4 – Removal from Office

Any officer may only be removed for just cause, at any time, by a majority of the entire Board of Directors, at a Regular or Special Meeting called for that purpose. Just cause shall be defined as the engagements in any activities or the exercise of any powers that are not in furtherance of the purposes of this corporation while representing this corporation.

Section 5.5 – Vacancies

If a vacancy occurs during the term of office for any appointed officer, for whatever reason, the Board of Directors shall appoint a new officer to fill the remainder of the term as soon as practical, by majority vote of a quorum.

Section 5.6 – President/Chief Executive Officer

The President shall be the Chief Executive Officer (CEO) of the Corporation and shall, in general, supervise and control all of the business and affairs of the Corporation. The President shall preside at all meetings of the Board of Directors. The President may sign, with the Secretary, any deeds, mortgages, bonds, contracts, or other instruments, which the Board of Directors has authorized to be executed. In general, the President shall preform all duties as may be prescribed by the Board of Directors from time to time. The President shall also be responsible for informing the Board of Directors of possible programs, meetings, and functions of the corporation.

The President may engage in negotiations involving commitments of the resources of the Corporation or the acceptance of money or resources by the Corporation in furtherance of the purposes of the Corporation as set out in the Certificate of Formation and these bylaws. The President will serve as Treasurer until such a time as the Board considers necessary to appoint such an office.

Section 5.7 – Secretary

The Secretary shall perform or direct and oversee the performance, of all duties incident to the office of Secretary and such other duties as may be required by law, by the Certificate of Formation, or by these bylaws. The Secretary shall attest to and keep the bylaws and other legal records of the Corporation, or copies thereof, at the principal office of the Corporation; shall take or ensure that someone takes minutes of all meetings of the committees and Board of Directors, and shall keep copies of all minutes at the principal office of the Corporation; shall keep a record of the names and addresses of the directors at the principal office of the Corporation; shall, with the approval of the Board of Directors, set up procedures for any elections held by the Corporation; shall keep a record of all votes cast in such elections; ensure that all records of the Corporation, minutes of all official meetings, and records of all votes, are made available for inspection by any member of the Board of Directors at the principal office of the Corporation during regular business hours; shall see that all books, reports, statements, certificates, and other documents and records of the Corporation are promptly kept and filed. In the case of the absence or disability of the Secretary, or the Secretary’s refusal or neglect to fulfil the duties of Secretary, the Vice President shall perform the functions of the Secretary.

Section 5.8 – Vice President

The Vice President shall have general responsibility over specific areas of the Corporation’s activities as defined by the Board and work closely with the President in such areas. In the event of the President’s absences, inability, or refusal to act, the Vice President shall be appointed by the Board to exercise and discharge such duties as may be required by the Board.

Section 5.9 – Treasurer

The Treasurer shall perform or direct and oversee the performance, of all duties incident to the office of Treasurer and such other duties as may by required by law, by the Certificate of Formation, or by these bylaws. The Treasurer will have charge and custody of all funds of the Corporation, will oversee and supervise the financial business of the Corporation, will render reports and accountings to the Directors as required by the Board of Directors, and will perform in general all duties incident to the office of Treasurer and such other duties as may be required by law, by the Certificate of Formation, or these bylaws, or which may be assigned from time to time by the Board of Directors. The Treasurer, with the approval of the Board of Directors, shall set up all checking, savings, and investment accounts of the Corporation and deposit all such funds in the name of the Corporation in such accounts. The Treasurer’s signature shall be the authorized signature for all checking, savings, and investment accounts of the Corporation unless the Treasurer, with the approval of the Board of Directors, designates another member of the Board of Directors or employee of the Corporation as the authorized signatory for a

particular type of disbursement. The Treasurer shall prepare a report for the Board of Directors, providing an accounting of all transactions and of the financial conditions of the Corporation as often as the Board requires. The Treasurer shall keep all financing records, books, and annual reports of the financial activities of the Corporation at the principal office of the Corporation and make them available at the request of any directors or member of the public during regular business hours for inspection.

Article Six

Books and Records

The Corporation shall keep correct and complete books and records of account of the activities and transactions of the Corporation including, a minute book which shall contain a copy of the Corporation’s application for tax-exempt status, copies of the organization’s IRS information and/or tax returns, and a copy of the Articles of Incorporation, Bylaws, and Amendments. The Corporation shall also keep minutes of the proceedings of its Board of Directors and any committees having the authority of the Board of Directors. Any Director or his or her agent or attorney may inspect all books and records of the Corporation for any proper purpose at any reasonable time. All financial records of the Corporation shall be available to the public for inspection and copying to the fullest extent required by law.

Article Seven

Seal

The Board of Directors may authorize a corporate seal.

Article Eight

Waiver of Notice

Whenever any notice is required to be given under the provisions of the Articles of Incorporation or the Bylaws of the Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time therein, shall be deemed equivalent to the giving of such notice.

Article Nine

Amendments to Bylaws

These Bylaws may be altered, amended, or repealed and new Bylaws may be adopted by a majority of the Board of Directors at any regular meeting or at any special meeting called for such purpose, if at least one day’s written notice is given of an intent to alter, amend, or repeal these Bylaws or to adopt new Bylaws at such meeting.

Article Ten