MOREHOUSE COLLEGE ALUMNI ASSOCIATION, INC.

BY-LAWS

ARTICLE I

Name and Office

Section 1. The organization, a nonprofit corporation organized under the laws of the State of Georgia on April 28, 1976, shall be known as the Morehouse College National Alumni Association (“MCNAA” or “the Association”).

Section 2. The principal office of MCNAA shall be located in the City of Atlanta, County of Fulton, State of Georgia. This office shall direct MCNAA activities and serve as the depository for all records of MCNAA.

ARTICLE II

Purpose

The purpose of MCNAA shall be to foster, advance and support the interests and welfare of Morehouse College in accordance with its ideals, principles and traditions.

ARTICLE III

Membership

Section 1. Definitions.

1.1 Former Student. A former student is a person who has completed a minimum of one academic year of study at Morehouse College, but presently is not a student.

1.2 Good Standing. Members in good standing are members of the Thousandaire Club, Life Members of MCNAA and those persons who have paid annual membership dues for the current fiscal year.

1.3 Life-time Memberships. Life-time Memberships refer to members of the Thousandaire Club or to members who are life members of MCNAA.

Section 2. Classes of Memberships.

2.1 Graduates. Any graduate of Morehouse College automatically is a member of MCNAA.

2.2 Former Students and Recipients of Honorary Degrees. Any former student and any person holding an honorary degree from Morehouse College are eligible for membership in MCNAA.

2.3 Honorary Membership. Any person who shows unusual interest in the welfare of Amended May 15, 2009 2 Morehouse College may be selected to honorary membership in MCNAA. Unusual interest may be defined by the Executive Committee of the Board of Directors of MCNAA.

Section 3. Membership Dues.

3.1 Assessment. The Board of Directors is authorized to establish, from time to time, a schedule of dues for Membership in MCNAA, including life-time memberships.

3.2 Assessment Period. Except for life-time memberships, the assessment of dues for membership shall be made on an annual basis. The membership year for all Members who pay annually shall begin on the first day of July and end on the last day of June of the following year.

3.3 Delinquency. Any Member, except a life-time member, who fails to remit dues by the first day of October for the membership year shall be deemed delinquent. Members deemed delinquent are not in good standing within the meaning of Section 1 of this Article III and, as is required by Section 4 of this Article III, shall be disqualified from participating in MCNAA activities until arrears are brought current. The disqualification is subject to the discretion of the Board of Directors to the extent provided for in Section4, paragraph 4.3 of Article III.

Section 4. Privileges and Restrictions of Membership.

4.1 Only members who are in good standing shall be eligible to run for, to be appointed to or to hold office in MCNAA at the national, regional or Chapter level.

4.2 Only members who are in good standing shall be eligible to vote in elections, in meetings and in other activities conducted by MCNAA.

4.3 Only members who are in good standing shall be eligible to receive notices, publications and other communications issued by MCNAA or otherwise to enjoy the privileges reserved exclusively for members who are in good standing. In its discretion, the Board of Directors of MCNAA may waive the restrictions in this paragraph 4.3 either on an individual or group basis.

ARTICLE IV

Elections and Officers

Section 1. Officers.

1.1 The elected officers of MCNAA shall be President, Vice President at Large, Regional Vice Presidents, Financial Secretary, Treasurer and Secretary.Amended May 15, 2009 3

1.2 The Board of Directors of MCNAA, in its discretion, may appoint additional officers, as the Board of Directors may deem necessary for the proper conduct of the affairs of MCNAA.

Section 2. Elections.

2.1 Election of the officers of MCNAA shall be conducted biennially in even years.

2.2 The President, Vice President at Large, Secretary, Financial Secretary (who shall reside in the Atlanta, Georgia, area) and Treasurer shall be elected by the members of MCNAA who are in good standing.

2.3 The Regional Vice Presidents shall be elected by the members of MCNAA who are in good standing and who reside in the respective Regional Districts.

2.4 The officers shall be elected by a plurality of the votes cast for each office. If an equal number of votes is cast for each of the top vote-getters seeking the same office, within 30 days after the election results are certified a run-off election shall be conducted between, or among, the tied candidates.

2.5 In each biennial election a candidate shall not run for more than one of the officer positions listed in Section 1.1 above.

2.6 Any candidate unopposed in an election will be certified the winner without having his name appear on the ballot.

Section 3. Removal, Resignation. Officers appointed by the Board of Directors serve at the discretion of the Board of Directors. Any elected officer may be removed by a two thirds vote of the Board of Directors for cause. In the event of the death, resignation or removal of an officer,except the President, the President of the Board of Directors shall appoint a successor to fill the unexpired term. This appointment shall be confirmed or disapproved by the Board of Directors within the next two meetings. In the case of a vacancy in the office of President, the Vice President shall assume the Presidency until the next regularly scheduled election.

ARTICLE V

Officers and Duties

Section 1. President. The President shall be the principal executive officer of MCNAA and shall in general supervise all the business and affairs of MCNAA. He shall preside at all meetings of the members and of the Board of Directors. The President, the Secretary or any other proper officer of MCNAA authorized by the Board of Directors may sign any contracts or other instruments that the Board of Directors has authorized, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors, by these By-Laws or by statute, to some other officer or employee of MCNAA. In general, the President shall perform all duties as may be prescribed from time to time by the Board of Directors. He shall serve as an ex-officio member of Amended May 15, 2009 4 all standing committees set forth in Article VII of these By-Laws without voting privileges. He shall represent MCNAA as a member of the Morehouse College Board of Trustees.

Section 2. Vice President at Large. In the absence of the President, or in the event of his inability or refusal to act, the Vice President at Large shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. He shall also assume responsibilities for oversight relative to standing and other committees, including the appointment of committee members. The Vice President at Large shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

Section 3. Regional Vice Presidents. The Regional Vice Presidents shall preside over the meetings held in their respective Regions; promote or cause to be promoted the interests and programs of Morehouse College, MCNAA, and the Chapters in their respective Regions; and perform such other duties as may be more specifically assigned to them by the Board of Directors. Each Regional Vice President shall submit to MCNAA an annual written report of the activities in his region and shall be strictly accountable to MCNAA for all funds received and expenditures made in the name of the Region or MCNAA.

Section 4. Secretary. The Secretary shall keep the minutes of the meetings of the members and of the Board of Directors, ensure that all notices are duly given in accordance with the provisions of these By-Laws or as is required by law, and serve as custodian of the corporate records and corporate seal of MCNAA. The Secretary shall keep a register of the post office address of each member and, in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or the Board of Directors. In addition, the Secretary shall keep a record of the transactions of the MCNAA and of the Executive Committee.

Section 5. Financial Secretary. The Financial Secretary shall review on a monthly basis the written record of all MCNAA receipts and deposits for the month. The Financial Secretary is to review MCNAA accounting of receipts and deposits to ensure the fiscal integrity of the MCNAA accounting systems. Each fiscal quarter the Financial Secretary shall provide to the Executive Committee of MCNAA a written report relative to the financial integrity of the books.

Section 6. Treasurer. The Treasurer shall be responsible for the supervision of an account of all monies received or expended by MCNAA. In general, the Treasurer shall perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Directors. He shall report to the Board at all meetings,according to a format prescribed or approved by the Board of Directors.Amended May 15, 2009 5

ARTICLE VI

Board of Directors

Section 1. Composition.

1.1 Officers. All elected officers of MCNAA and officers who are appointed to one of the elected offices (i.e., President, Vice President at Large, Regional Vice Presidents,Secretary, Financial Secretary and Treasurer) shall be members of the Board of Directors.

1.2 Faculty member. One member of the Faculty of Morehouse College, designated by the President of the College, shall be a member of the Board of Directors.

1.3 Director of Alumni Affairs. At the discretion of the Board of Directors, the Director of Alumni Affairs of Morehouse College may be a member of the Board of Directors.

1.4 Student members. At the discretion of the Board of Directors of MCNAA, the Presidents of the Student Government Association and of the Pre-Alumni Club of Morehouse College, notwithstanding any other provision of these by-laws, may be members of the Board of Directors. The two Presidents shall serve from the time they assume their positions on the Board of Directors until their respective presidencies end.

Section 2. Responsibilities of the Board of Directors.

2.1 General Management. The general management of the affairs of MCNAA shall be vested in the Board of Directors. The Board of Directors shall have control of the property of the MCNAA and shall determine policies with the advice of the various committees. The Board of Directors shall have power to employ necessary staff and other help, to authorize expenditures, to take all necessary and proper steps to carry out the purposes of MCNAA and to promote the best interest of MCNAA.

2.2 Professional Manager. The Board of Directors may employ an Executive Director, by a majority vote of the Executive Committee of MCNAA, who shall have authority to represent MCNAA in the entering of board authorized contracts, debt instruments and other contractual obligations of MCNAA which have been approved by the board of directors. The Executive Director may be removed from office at the recommendation of the President of the Alumni Association and by a two thirds vote of the Executive Committee of MCNAA. The Executive Director’s compensation is set, on an annual basis, at the recommendation of the President of MCNAA and by a majority vote of the Executive Committee of MCNAA.Amended May 15, 2009 6

ARTICLE VII

Committees

Section 1. Appointments.

1.1 Standing Committees. The President shall, subject to approval by the Board of Directors,appoint the following Standing Committees: Executive Committee, with responsibilities more fully set forth in Section 6 of this Article VII; Finance Committee, with responsibilities for consulting with the Executive Director on the annual budget process, for developing and recommending long range financial objectives and for managing and facilitating the annual external audit; Business Affairs Committee, with responsibilities for building awareness of MCNAA in the wider communities, especially foundations and for planning and executing fund development initiatives; Elections Committee, with responsibilities including the development of slates of candidates for membership on the Board of Directors, but excluding sitting Directors seeking reelection; Membership Services Committee, with responsibilities including those relative to the Annual Meeting;By-Laws Committee; Strategic Planning Committee; Events Committee, withresponsibilities including those relative to business, seasonal and holiday promotions; and Marketing and Public Relations Committee, with responsibilities including publications and web-site design.

1.2 Ad Hoc Committees. Additional committees, as needed for special purposes, may be created and appointed by the President with the consent of the Board of Directors.

Section 2. Powers and Responsibilities. Each committee and every member thereof shall serve at the pleasure of the Board of Directors. Except as otherwise may be provided by Section 6 of this Article, no committee shall have the power to represent, bind or otherwise speak for MCNAA without the express consent of the Board of Directors. Each committee shall keep minutes of proceedings and regularly report to the Board of Directors.

Section 3. Qualifications. All committees of MCNAA shall be comprised of Members of MCNAA, except that only members of the Board of Directors may serve on the Finance Committee. The Board of Directors may establish or waive qualifications for committee membership at its discretion, except that the Board of Directors qualification standard shall not be waived for the Finance Committee.

Section 4. Meetings. Meetings of committees, of which no notice shall be necessary, shall be held at such time and place as may be fixed by the President of MCNAA or the Chairman of the Committee or by a majority vote of all the members of the Committee.

Section 5. Quorum and Manner of Acting. Unless otherwise provided by the Board of Directors,a majority of all the members of a committee shall constitute a quorum for the transaction of business and the vote of a majority of all the members of the committee shall be the act of the committee. The procedures and manner of acting of the committees shall be subject at all times to the direction of the Board of Directors.Amended May 15, 2009 7

Section 6. Executive Committee. The Executive Committee shall be comprised of the President,Vice President at Large, Secretary, Financial Secretary, Treasurer and Executive Director.Additional members of the Board of Directors may be appointed to serve on the Committee at the discretion of the Board but the total number shall not exceed nine. The President shall serve as the Chairman of the Executive Committee. The Executive Committee shall maintain surveillance of the business and affairs of MCNAA and shall be empowered to transact only such business as may be necessary between meetings of the Board of Directors. The Committee shall be responsible for overseeing the personnel and human resources affairs of MCNAA, including, but not limited to developing and reviewing personnel policies and hiring, training, supervising, evaluating and, ifnecessary, terminating the Executive Director. The Committee shall also be responsible for ensuring that the MCNAA engages in strategic planning. Meetings of the Committee may be called by the Chairman or by any two (2) members of the Committee.

ARTICLE VIII

Meetings of MCNAA

Section 1. Annual Meeting. The Annual Meeting of MCNAA shall be held during the Spring Commencement Period on a day designated by the Board of Directors, or at any other time designated by the Board of Directors.

Section 2. Special Meeting. Special Meetings of MCNAA may be called by the Board of Directors, to be held at such time and place as the Board may fix. Thirty (30) days’ notice thereof shall be sent to all members in good standing or published in the Morehouse Bulletin, or the Newsletter of MCNAA.

Section 3. Place of Meeting. Meetings of MCNAA shall be held at Morehouse College, or such other place designated by the Board of Directors.

Section 4. Notice of Meeting. Notice of the Annual Meeting shall be given by listing the time and location of the meeting in the Spring Commencement Registration Packet the Morehouse College Office of Alumni Affairs mails to alumni during the Spring Commencement Season.

Section 5. Quorum. A quorum shall be required for the legal and proper conduct of the business and affairs of MCNAA. Twenty-five (25) members shall constitute a quorum. Once a quorum is present to organize a meeting, it is not broken by the subsequent withdrawal of any members.

Section 6. Adjournment. A majority of the members in good standing present at any meeting of MCNAA, whether or not a quorum is present, may adjourn any meeting to another time and place.

ARTICLE IX

Meetings of the Board of Directors

Section 1. Meetings.

1.1 Regular Meetings. The Board of Directors shall endeavor to convene Regular Meetings on a monthly basis. Regular Meetings of the Board of Directors may be held, with, or without, notice at such times as may be fixed from time to time by the Board of Directors.Amended May 15, 2009 8

1.2 Special Meetings. Special Meetings of the Board of’ Directors shall be held whenever called by the President, the Secretary, or any three (3) Directors. Notice of Special Meetings shall be given personally or by telephone, electronic mail, facsimile or first class mail and shall state the purposes, time and place of the meeting. If notice is given personally or by telephone it shall be given not less than three (3) days before the meeting; if it is given by electronic mail, facsimile or first class mail, it shall be given not less than five (5) days before the meeting. Notice of a meeting need not be given to any Director who submits a waiver of notice, whether before or after the meeting, or who attends the meeting without protesting the lack of notice to him either prior to the meeting or at its commencement.

Section 2. Quorum. A quorum shall be required for the legal and proper conduct of the business of the Board of Directors. A majority of the total number of members of the Board of Directors then in existence shall constitute a quorum for the transaction of any business. Once a quorum is present to organize a meeting, it is not broken by the subsequent withdrawal of any members.

Section 3. Adjournment. A majority of the Directors present at a meeting of the Board of Directors, whether or not a quorum is present, may adjourn any meeting to another time and place.Notice of the adjournment shall be given to all Directors who were absent at the time of theadjournment, and unless such time and place were announced at the meeting, to the other Directors.

Section 4. Organization.

4.1 Chairman. At all meetings of the Board of Directors, the President, or, in his absence,the Vice President at Large, or, in his absence, another Director chosen by the Board,shall preside.

4.2 Secretary. At all meetings of the Board of Directors, the Secretary, or, in his absence,another Director chosen by the Board, shall act as Secretary of the meeting.

Section 5. Voting. Each member of the Board of Directors shall have one vote. If a quorum is present, a majority vote of those present (unless otherwise provided by law, the MCNAA Constitution or these By-Laws) shall be sufficient on any proposition presented and acted upon at a meeting.

Section 6. Action by the Board of Directors.

6.1 Action Defined. Except as otherwise provided by law, the MCNAA Constitution or these By-Laws, an “Action,” or “Act,” of the Board of Directors shall mean an action at a meeting of the Board authorized by vote of a majority of the Directors present at the time of the vote, provided a quorum is present.

6.2 Written Consent. Any action required or permitted to be taken by the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board or the committee consent in writing, including E-Mail and facsimile, to the adoption of a Amended May 15, 2009 9 resolution authorizing the action. The resolution and the written, including E-Mail andfacsimile, consents by the members of the Board or committee shall be filed with the minutes of the proceedings of the Board or committee.

Section 7. Attendance. A member of the Board of Directors who has missed three (3) consecutive meetings without reasonable cause shall be asked to resign. After the second meeting, the Secretary shall mail a letter to the subject Board member informing him that if he does not attend the third meeting, a motion to this effect will be made at the fourth meeting. The Director in question may attend this fourth meeting and shall be given a reasonable opportunity to respond to charges giving rise to the vote requesting resignation.

ARTICLE X

Organization of MCNAA

Section 1. Local Chapters and Affiliated Organizations. Any MCNAA Chapter having a purpose similar to that of MCNAA may be registered as a Branch of MCNAA. A Chapter of MCNAA shall consist of not less than five graduates or former students of Morehouse College or any combination of the two, living within a defined locality, who have joined together to promote and support the interests and welfare of Morehouse College and MCNAA. Chapters may adopt By-Laws for their governance not inconsistent with the principles of MCNAA and may elect officers as desired. They shall notify the Executive Director and the relevant Regional Vice President of the results of such election within 10 days after the election.

Section 2. Foreign Chapters. A Foreign Chapter Affiliate of MCNAA shall consist of graduates and former students of Morehouse College who reside in or who are located in countries other than the United States.

Section 3. Regions.

3.1 MCNAA may establish Regional Districts and may re-allocate, change or extend those Districts. The following Regional Districts are established:

Region I Georgia and Alabama

Region II Florida and the Virgin Islands

Region III Tennessee, North Carolina and South Carolina

Region IV Pennsylvania, Maryland, Delaware, Washington, DC, Virginia and West

Virginia

Region V Michigan, Illinois, Ohio, Kentucky and Indiana

Region VI North Dakota, South Dakota, Kansas, Nebraska, Minnesota, Wisconsin,

Iowa and Missouri

Region VII Oklahoma, Texas, Arkansas, Louisiana and Mississippi

Region VIII Washington, Oregon, California, Nevada, New Mexico, Colorado,

Montana, Utah, Idaho, Arizona, Wyoming, Alaska and Hawaii

Region IX Maine, New Hampshire, Vermont, Rhode Island, Massachusetts,

Connecticut, New York, and New Jersey

Amended May 15, 2009 10

3.2 Notwithstanding any other provision of these By-Laws, an alumnus may declare his intention to affiliate with the local Chapter which is located nearest to his residence even though such Chapter is located either in a different state or in a different Region or both.Such a declaration shall entitle the alumnus, in the MCNAA biennial elections, to vote for and to seek the office of Regional Vice President for his chosen Region in lieu of running or voting for such office in the Region where his residence is located.

3.3 The local Chapter that receives a declaration from an alumnus under subsection 3.2 above

shall convey the information to MCNAA in Atlanta, which, in turn, shall ensure that such

an alumnus receives ballots for his chosen Region in lieu of the Region where his

residence is located.

Section 4. Authority. Each Regional District shall comprise a subdivision of MCNAA and shall have authority to conduct its business and affairs.

Section 5. Regional Officers. Members in each respective Region shall elect, during the general election of officers of MCNAA, as its presiding officer one of its own resident members who shall upon election become a Regional Vice President of MCNAA. The members may choose from its own resident members such other officers as it desires.

Section 6. Duties of Regional Vice Presidents.

6.1 Each Regional Vice President shall have power to appoint a Regional Secretary and other Regional Officers to assist him, and together with the other Regional Officers, if any, shall have immediate charge of the Regional District. Subject to the approval of thePresident or Board of Directors of MCNAA, the Regional Vice President shall take steps as he may deem appropriate to promote the interests of Morehouse College and MCNAA in the Region. In the event of disagreement, the position of the Board of Directors shall be binding on all parties.

6.2 The Regional Vice President shall consult with the officers of the Chapters in his Region, become familiar with the activities of such Chapters and endeavor to organize Chapters in areas within the Region where none exist and where such Chapters will advance the interests and purposes of Morehouse College and MCNAA.

6.3 The Regional Vice President may in his discretion call an annual conference of the Chapters, or the Chapter officers, in the Region to consider ways and means of increasing the effectiveness of the regional organization, to consider implementing programs of MCNAA in the Region and generally to conduct the business and affairs of the Region.

6.4 The Regional Vice-President shall take steps to ensure that each Chapter in his Region shall keep the Regional Vice President and MCNAA informed of the activities being planned and implemented by the Chapters.

6.5 The Regional Vice President shall, through his assistants, committees and Chapters, make every reasonable effort to ensure that relevant news and information about Morehouse College, its students, alumni and faculty are disseminated in the Region; that cordial relations are established and maintained with the Secondary schools, Preparatory Schools Amended May 15, 2009 11and Junior Colleges in his Region; that the Annual Fund is enthusiastically supported by all alumni in the Region; that alumni and former students of Morehouse College in the Region maintain heightened interest in the affairs of Morehouse College; and that the College shall become well and favorably known in the Region.

ARTICLE XI

Utilizing Electronic Technology

Electronic Communication. Written form such as, for example, notice, disclosure, publication in a specific journal or magazine or similar purpose, required by any provision of these By-Laws may be substituted by electronic format to the extent electronic format may reasonably provide the protections equivalent to those of the paper-based transactions. For example, any one or more members of the Board of Directors or any committee thereof 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.

XII

Compensation, Reimbursement and Loans

Section 1. Compensation. No officer, member of the Board of Directors or member of a committee shall receive compensation for his services. The Board of Directors is authorized to provide reasonable compensation, together with reimbursement for reasonably incurred expenses for corporate decision-making, for offices or positions not afforded voting privileges such as the position of Executive Director.

Section 2. Reimbursement. Notwithstanding the mandates of this Article, at the discretion of the Board of Directors, individual members of the Board of Directors, officers, members of committees and employees may be reimbursed, in an amount determined by the Board, for expenses reasonably incurred by them in the performance of their duties.

Section 3. Loans. No loans shall be made by MCNAA to the members of the Board of Directors,officers, members of committees or to any other corporation, firm, association or entity in which one or more of the members of the Board of Directors of MCNAA, officers or committee members are directors or officers or hold a substantial financial interest, except as may be permitted by law.

ARTICLE XIII

Duty of Loyalty

No officer or member of the Board of Directors shall engage in, or condone, any conduct that is disloyal, disruptive, damaging or that competes with MCNAA. No officer or member of the Board of Directors shall take any action, or establish any interest, that compromises his capacity to represent MCNAA’s best interest.Amended May 15, 2009 12

ARTICLE XIV

Contracts, Loans, Bank Checks and Drafts & Bank Deposits

Section 1. Contracts. The Board of Directors may, except as these By-Laws may otherwise provide, authorize any officer or officers, agent or agents, in the name of MCNAA to enter into contracts or to execute and deliver any instrument. Such authority may be general or confined to specific instances; but unless so authorized by the Board of Directors, or expressly authorized by these By-Laws, no officer, agent or employee shall have the power or authority to bind MCNAAby any contract or engagement or to pledge its credit or render it financially liable in any amount for any purpose.

Section 2. Loans. No loans shall be contracted on behalf of MCNAA unless specifically authorized by the Board of Directors.

Section 3. Bank Checks and Drafts. All bank checks and drafts and all other such orders for the payment of monies out of the funds of MCNAA, and all notes or other evidences of indebtedness of MCNAA, shall be signed on behalf of MCNAA in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 4. Bank Deposits. All funds of MCNAA not otherwise employed shall be deposited from time to time to the credit of MCNAA in such banks, trust companies or other depositories as the Board of Directors may select.

ARTICLE XV

Indemnification of Directors, Officers and Employees

Section 1. Authorized Indemnification. Unless clearly prohibited by law or by these By-Laws, MCNAA shall indemnify any person (an “Indemnified Person”) made or threatened to be made a party in any action or proceeding whether civil, criminal, administrative, investigative or otherwise, including any action by MCNAA, by reason of the fact that he (or his Testator or Administrator, if then deceased), whether before or after adoption of this Article: (a) is or was a member of the Board of Directors or officer of MCNAA; or (b) is serving or served, in any capacity, at the request of MCNAA, as an officer or member of the Board of Directors of any other corporation, or any partnership, joint venture, trust, or other enterprise. The indemnification shall be against all judgments, fines, penalties, amounts paid in settlement (provided MCNAA shall have consented to such settlement) and reasonable expenses, including attorneys’ fees and costs of investigation, incurred by an Indemnified Person with respect to any such threatened or actual action or proceeding.

Section 2. Prohibited Indemnification. MCNAA shall not indemnify any person if a judgment,or other final adjudication, adverse to any Indemnified Person establishes, or the Board of Directors in good faith determines, that such person’s acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated or that he personally garnered financial profit or other advantage to which he was not legally entitled.Amended May 15, 2009 13

Section 3. Advancement of Expenses. MCNAA shall, on request of any Indemnified Person who is or may be entitled to be indemnified by MCNAA, pay or promptly reimburse an Indemnified Person’s reasonably incurred expenses in connection with a threatened or actual action or proceeding prior to its final disposition. However, no such advancement of expenses shall be made unless the Indemnified Person makes a binding, written commitment to repay MCNAA, with interest, for any amount advanced for which it is ultimately determined that he is not entitled to be indemnified under the law or these By-Laws. An Indemnified Person shall cooperate in good faith with any request by MCNAA that common legal counsel be used by the parties to such action or proceeding who are similarly situated unless it would be inappropriate to do so because of actual or potential conflicts between the interests of the parties.

Section 4. Indemnification of Others. Unless clearly prohibited by law or by these By-Laws, the Board of Directors may approve indemnification by MCNAA, as is set forth in Section 1 of this Article, or advancement of expenses as is set forth in Section 3 of this Article, to a person (or his Testator or Administrator, if then deceased) who is or was employed by MCNAA or who is or was a volunteer for MCNAA, and who is made, or threatened to be made, a party in any action or proceeding, by reason of the fact of such employment or volunteer activity, including actions undertaken in connection with service at the request of MCNAA in any capacity for any other corporation, partnership, joint venture, trust, or other enterprise.

Section 5. Determination of Indemnification. Indemnification mandated by a final order of a court of competent jurisdiction will be paid. After termination or disposition of any actual or threatened action or proceeding against an Indemnified Person, if indemnification has not been ordered by a court, the Board of Directors shall, upon written request by an Indemnified Person, determine whether and to what extent indemnification is permitted pursuant to these By-Laws. Before indemnification can occur, the Board of Directors must expressly find that such indemnification will not violate the provisions of Section 2 of this Article. No member of the Board of Directors with a personal interest in the outcome, or who is a party to such actual or threatened action or proceeding concerning which indemnification is sought, shall participate in this determination. If a quorum of disinterested Directors is not obtainable, the Board of Directors shall act only after receiving the opinion in writing of independent legal counsel that indemnification is proper in the circumstances under then applicable law and these By-Laws.

Section 6. Binding Effect. Any person entitled to indemnification under these By-Laws has a legally enforceable right to indemnification which cannot be abridged by amendment of these By-Laws with respect to any event, action or omission occurring prior to the date of such amendment.

Section 7. Insurance. MCNAA is required to purchase Directors and Officers liability insurance. To the extent permitted by law, such insurance shall insure MCNAA for any obligation it incurs as a result of this Article, or by operation of law, and it may insure directly the Directors, Officers, employees or volunteers of MCNAA for liabilities against which they are not entitled to indemnification under this Article, as well as for liabilities against which they are entitled or permitted to be indemnified by MCNAA. MCNAA will also purchase employee theft and dishonesty insurance to protect MCNAA from such losses. Amended May 15, 2009 14

Section 8. Nonexclusive Rights. The provisions of this Article shall not limit or exclude any other rights to which any person may be entitled under law or contract. The Board of Directors is authorized to enter into agreements on behalf of MCNAA with any member of the Board of Directors, officer, employee or volunteer to provide them rights to indemnification or advancement of expenses in connection with potential indemnification in addition to the provisions in this Article, subject in all cases to the limitations of Section 2 of this Article.

ARTICLE XVI

Nondiscrimination and Harassment

Illegal discrimination, retaliation and harassment, of any kind, are not productive and will not be tolerated by MCNAA. Any individual bound by these By-Laws who is subject to verbally abusive language relating to race, color, religion, national origin, gender, veteran status, marital status, age, disability or sexual orientation, or who experiences inappropriate physical touching or suggestive language is encouraged to report it immediately. Any individual bound by theseBy-Laws who is aware of such verbally or physically abusive conditions should report such activity immediately. The general policy will be reflected in the personnel procedures and program procedures promulgated by MCNAA to cover its staff as is appropriate.

ARTICLE XVII

Administrative and Legal Matters

Section 1. Fiscal Year. The fiscal year of MCNAA shall commence on the first day of July and end on the last day of June.

Section 2. Corporate Seal. The official seal of MCNAA shall have inscribed thereon the name of the Corporation and shall be in such form and contain such other words and or figures as the Board of Directors shall determine. The official seal may be used by printing, engraving, lithographing, stamping or otherwise upon any paper or document, by any process whatsoever, an impression, facsimile, or other reproduction of said official seal.

Section 3. Conflict of Interest Guidelines.

3.1 Purpose and Scope. The MCNAA believes that it is essential that the conduct of its officers, directors and employees hold the respect and confidence of its members, of the Morehouse College administration, staff, faculty and students and of the educational and nonprofit communities at every level. The officers, directors and employees of MCNAA must avoid conduct which violates the trust they have been given or which creates a justifiable impression that such trust is being violated. These Guidelines govern the activities of the board and staff of MCNAA. In addition to these Guidelines, MCNAA funds and administers a formal loan assistance program for Morehouse College students but makes no loans to its officers, directors, members or employees. It is the duty of all board members and staff to be aware of these Guidelines, to identify conflicts of interest and situations that may result in the appearance of a conflict and to disclose thoseconflicts and situations. A copy of these Guidelines shall be furnished to each director, officer and staff member associated with MCNAA. New directors, officers and staff Amended May 15, 2009 15 members shall be advised of and furnished a copy of the Guidelines upon undertaking the duties of their office. Questions about these Guidelines should be directed to the Executive Director of MCNAA.

3.2 Definition of Conflict of Interest. A conflict of interest exists whenever a director, an officer or a staff member has any actual or potential involvement, interest or relationship, either directly or indirectly, in any proposed transaction of MCNAA. A director, an officer or a staff member shall have an indirect interest in a proposed transaction if (a) the other party to the transaction is related to such director, officer or staff member, (b) such other party is an entity in which the director, officer or staff member has a material financial interest, or (c) the director, officer or staff member is an officer, director or general partner of such other party. A conflict of interest also may exist when the interests or concerns of any director, officer or staff member, or such member’s immediate family, or any party, group or organization to which such person has allegiance, may be seen as competing with the interests or concerns of MCNAA.

3.3 Conflict of Interest by Director or Officer. Each director and officer of MCNAA has a duty to disclose to the Board of Directors, and to any applicable Committee of the Board, the material facts of any proposed transaction of MCNAA in which such director or officer has any actual or potential conflict of interest.

3.4 The disclosure required under section 3.3 above must be made in writing prior to any consideration of such proposed transaction by the Board or by any applicable Committee of the Board.

3.5 The director or officer having the conflict shall not participate in the final deliberation or decision regarding the matter under consideration, and, if appropriate, shall retire from the meeting room during the deliberations. However, such person is not disqualified from providing relevant information regarding the matter.

3.6 Any proposed transaction in which a director or officer has a conflict of interest must be approved by a majority of the directors of the Board or by a majority of the members of the applicable Committee of the Board entitled to vote, other than the interested director(s), at a meeting at which a quorum is present, even though the disinterested directors may constitute less than a quorum. Such interested director(s), if present, may be counted solely for purposes of determining whether a quorum is present.

3.7 The minutes of the meeting of the Board of Directors or of the Committee of the Board shall reflect that the conflict of interest was disclosed and that the interested person did not vote or participate in the final discussion, and, if appropriate, was not present during such discussions and vote. Amended May 15, 2009 16

3.8 Where there is a doubt as to whether a conflict of interest exists, the matter shall be resolved by a vote of the Board of Directors or of the Committee of the Board, excluding the person concerning whose situation the doubt has arisen.

3.9 Conflict of Interest by Staff. Each staff member has a duty to disclose to the President of MCNAA the material facts of any proposed transaction of the Association in which such person has any actual or potential conflict of interest.

3.10 The disclosure required under section 3.9 above must be made in writing prior to any consideration of such proposed transaction by MCNAA.

3.11 A staff member having an actual or a potential conflict of interest shall not participate in the deliberation or decision by MCNAA regarding the matter under consideration. However, he or she is not disqualified from providing MCNAA with relevant information regarding the matter.

3.12 The President of MCNAA shall take such additional action as may be required to ensure that the conflict of interest is resolved, and the MCNAA shall maintain a record of the existence and resolution of the conflict.

3.13 When there is any doubt as to whether a conflict of interest exists, the matter shall be resolved by the President.

Section 4. Whistleblower Policy.

4.1 Policy and Purpose. Good financial management is essential to the health, growth and development of the MCNAA. In recognition of this principle, directors, officers, employees and volunteers will be protected from any disadvantage that may result from raising and reporting inappropriateness within the system of financial management of MCNAA.

4.2 MCNAA requires its officers, directors and employees to observe high ethical standards. The Whistleblower Policy is intended to provide an effective and confidential procedure for reporting violations of law, and procedures that, if left unchecked, could lead to fraud, waste and abuse. The Policy also protects individuals, who report suspected violations, from retaliation in any form.

4.3 Retaliation. An officer, a director, an employee or a volunteer who in good faith reports a suspected violation, either internally to the Executive Director or President or externally to law enforcement officers, regardless of whether the complaint ultimately is determined to be correct, shall not be subject to any form of retaliation, including harassment, demotion or firing by MCNAA or its employees. Similarly, no such action shall be taken against such officer, director, employee or volunteer who participates in an investigation or proceeding regarding such activity.

4.3 Anyone who retaliates against a complainant shall be subject to disciplinary action. Amended May 15, 2009 17

4.4 Violations. If an officer, a director, an employee or a volunteer reasonably believes some policy, practice or activity of MCNAA violates the law or if such person believes that another individual or entity with which MCNAA has a business relationship is violating the law, the person should file a written complaint with the Executive Director.

4.5 MCNAA encourages any person who invokes the policy in this statement, including protection from retaliation, to share his or her concerns with MCNAA, and give the Association an opportunity to resolve the matter informally. If the matter is not satisfactorily resolved the person should follow the complaint procedure in section 4.4 above.

4.6 Any complaint filed under section 4.4 shall be held in confidence unless and until such time as the processing of the complaint requires identification of the complainant.

4.7 Resolving Complaints. Within 30 days the Executive Director or President will contact the complaining party and advise him or her with respect to the actions MCNAA will take. If a final decision will not be made at this time an explanation will be provided to the complainant.

Section 5. Document Retention Policy and Practice.

5.1.1 Purpose. The purpose of this section is the ensure that necessary records and documents of MCNAA are adequately protected and maintained and that records no longer needed discarded at the proper time as defined by the Sarbanes-Oxley Act of 2002.

5.2 Policy. All records of MCNAA are to be maintained or discarded according to the following schedule:

Description Manner of Retention Disposition

1. Organizational Records Store in record book Permanent By-Laws, articles, Constitution

2. Tax-exemption documents Store in record book Permanent
3. Board Documents, agendas, minutes, File by year by month Permanent Meetings

4. Financial Records, Annual Financial Store in Corporate Book Permanent Reports, Statements

5. Bank Statements, cancelled checks, Compile and file annually 7 years

Check registers, investment statements,and related documents

6. Treasurer’s reports, periodic Compile and file annually 3 years
7. IRS 990 Filings Three most recent years 7 years Available for public  inspection upon request
8. Student Requests for Financial assistance Compile & file annually 3 year Amended May 15, 2009 18
9. Records of award of assistance to students Financial Recipient Folder Permanent

Specific Documents

Document Name Minimum Requirement

Accounts payable ledgers and schedules 7 years

Audit Reports Permanently

Bank Reconciliations 2 years

Checks (for important payments and purchases) Permanently

Contracts, mortgages, notes and leases (expired) 7 years

Correspondence (general) 2 years

Correspondence (legal and important matters) Permanently

Correspondence (Officers, college) Permanently

Depreciation Schedules Permanently

Deposit Slips 2 years

Employment Applications 3 years

Year End Financial Statements Permanently

Insurance related documents 3 years

Internal Audit reports 3 years

Inventory reports 7 years

Minute books, bylaws and charter Permanently

Payroll records 7 years

Personnel files (terminated employees) 7 years

Tax returns and worksheets Permanently

Trademark registrations and copyrights Permanently

Withholding tax statements 7 years

ARTICLE XVIII

Construction

In the event of any conflict between the provisions of the Constitution of MCNAA and these By-

Laws, the provisions of the Constitution shall govern. In the case of a parliamentary question not resolved by the Constitution or these By-Laws, the decision shall be governed by Robert’s Rules of Order.

ARTICLE XIX

Amendments

These By-Laws may be amended, repealed or altered in whole or in part by the majority vote of the members of MCNAA at the annual meeting or at any special meeting of MCNAA called for that purpose or by the majority vote of the Board of Directors at any regular or special meeting of the Board called for that purpose, excepting that the Board shall have no authority to amend, repeal or alter those By-Laws required by the Constitution. Any By-Law adopted by the Board may be amended or repealed by the members. Amended May 15, 2009 19

ARTICLE XIX

Dissolution

Section 1. Dissolution. MCNAA may be dissolved by a two-thirds (2/3) majority vote of the Membership present at any annual meeting or special meeting of the Membership called for that purpose.

Section 2. Residual Assets. Upon dissolution of the organization, any residual assets shall be distributed in accordance with the Charter issued on April 28, 1976, to the Morehouse College Alumni Association, Inc.