CODE OF BY-LAWS OF INDIANAFIRST , INC.

The name of the Corporation is IndianaFIRST, Inc. (the “Corporation”).

The purpose for which the Corporation is organized is to promote educational opportunities for students in the state of Indiana.

The Board of Directors will be the governing body of the Corporation. All the corporate powers, except as otherwise provided herein or by law, shall be vested in and shall be exercised by the Board of Directors.

A Director is a currently serving and duly elected member of the Board of Directors. Except as otherwise provided in these By-Laws, all Directors shall have and be subject to the same and equal qualifications, rights, privileges, duties, limitations and restrictions.

A Position is a role specified in these By-Laws, board resolution, or board policy that a Director may hold, including but not limited to officer or committee chair positions.

An Officer is a Director serving in one of the Positions specified as such in these By-Laws. A Director may not concurrently serve in more than one Officer position.

The Executive Committee is a standing Committee made of the currently serving Officers.

The Policy Manual is a collection of resolutions and policies adopted by the Board of Directors to guide the operations & structure of the Corporation.

The fiscal year of the Corporation shall begin on the first day of July of each year and end on the last day of June of each year.

The business, property and affairs of the Corporation shall be managed and controlled by a Board of Directors as from time to time constituted.

The number of Directors of the Corporation shall be set by the Board of Directors, which number may from time to time be increased or decreased by board resolution or policy; provided, however, that the minimum number shall be three (3).

New Directors shall be elected at the annual Organizational Meeting.

Directors may serve no more than three (3) consecutive years in the same Position, and no more than five (5) consecutive years as a Director. A one (1) year extension may be granted if a Director in good standing is elected to an Officer Position.

Any vacancy among the Directors caused by death, resignation, removal or otherwise may be filled by a majority vote of the remaining members of the Board of Directors. A Director elected to fill a vacancy shall hold office until the expiration of the term of the Director causing the vacancy and until a successor shall be elected and qualified.

Any Director may resign at any time effective upon giving written notice to the Vice Chairman, the Secretary, or the Chairman of the Board of Directors, unless the notice specifies a later time for effectiveness of such resignation. The acceptance of a resignation shall not be necessary to make it effective.

Any Director may be removed, with or without cause, at a meeting of the Board of Directors by a vote of two-thirds (2/3) of all the members of the Board of Directors then serving.

Any Director not participating in the activity of the Board of Directors for six (6) months or not attending three (3) consecutive meetings of the Board of Directors shall, at the discretion of the Executive Board, be removed from the Board.

The Board of Directors may, from time to time, establish Committees to assist and advise the Board in conducting the business of the Corporation. The existence or delegation of authority to any Committee shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed upon it or him or her by law.

The Corporation shall not financially compensate Directors except for reimbursement of legitimate expenses incurred during the performance of their duties as a Director or services provided outside their duties as a Director.

The Corporation shall not make any advancement for services to be performed in the future nor shall it lend money or property to any Officer or Director of the Corporation.

The Board of Directors shall meet no less than four (4) times per year to conduct the business of the Corporation. The Executive Committee shall set the times and locations of the Meetings.

A quorum of the Board of Directors at any annual, regular, or special meeting of the Board of Directors shall be half (1/2) of the duly qualified Directors. 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.

The first Meeting of the Fiscal Year shall be designated as the Organizational Meeting. The Organizational Meeting shall be for the purposes of establishing the organization and structure of the Corporation, electing Directors, and any other business that may properly be brought before the meeting.

Notice of all meetings of the Board of Directors, except as herein otherwise provided, shall be given by telephone, electronic mail, or personal notification at least five (5) days before the meeting.

The Secretary, with the consent of the Executive Committee, may bring any action permitted to be taken at any meeting of the Board of Directors to be taken without a meeting by sending notification of the proposed action to all duly qualified Directors currently serving via electronic mail. All directors must respond with a clear affirmative or negative vote via electronic mail, and a unanimous decision must be reached for the action to pass. Any such action that is taken shall be recorded in the minutes of the next meeting.

Any or all of the members of the Board or of any committee designated by the Board may participate in a meeting by or through the use of any means of communication by which all persons participating may simultaneously communicate with each other during the meeting. Participation in a meeting using these means constitutes presence in person at the meeting.

The Officers of the Corporation shall consist of a Chairman of the Board of Directors, a Vice Chairman, a Secretary, and a Treasurer.

The Director elected to the Position of Chairman of the Board of Directors shall be responsible for the overall vision and strategy of the Corporation. The Chairman of the Board of Directors shall moderate all meetings of the Board of Directors and shall have such other powers and duties as set by Board resolution or the Policy Manual.

The Director elected to the Position of Vice Chairman shall preside over all meetings of the Board of Directors and support the operations of the Corporation. The Vice Chairman shall serve in the absence of and assist the Chairman of the Board in the performance of their duties and shall have such other powers and duties as set by Board resolution or the Policy Manual.

The Director elected to the Position of Secretary shall attend all the meetings of the Board of Directors of the Corporation; shall keep, or cause to be kept a true and complete record of the proceedings of such meetings; and shall perform such other duties as set by Board resolution or the Policy Manual.

The Director elected to the Position of Treasurer shall keep, or cause to be kept, correct and complete records of account, showing accurately at all times the financial condition of the Corporation. The Treasurer shall be the legal custodian of all monies, notes, securities and other valuables which may from time to time come into the possession of the Corporation. The Treasurer or its designee shall immediately deposit all funds of the Corporation coming into its hands in a reliable bank or other depository to be designated by the Board of Directors and shall keep such bank account in the name of the Corporation with such bank or depository. The Treasurer shall furnish at meetings of the Board of Directors, or whenever requested, a statement of the financial condition of the Corporation and shall perform such other duties as set by Board resolution or the Policy Manual.

Except as otherwise provided by the laws of the State of Indiana, by the Certificate of Incorporation of the Corporation, or by this Code of By-Laws, the books and records of the Corporation may be kept at such place or places, within or without the State of Indiana, as the Board of Directors may from time to time by resolution determine.

Upon final dissolution or liquidation of the Corporation, and after the discharge or satisfaction of all outstanding obligations and liabilities, the remaining assets shall be used by the Executive Committee in accordance with the purposes of the Corporation or shall be transferred to a qualified exempt organization within the meaning of section 501(c)(3) of the Internal Revenue Code of 1954.

The Board of Directors may authorize any Officer or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to a specific instance; and unless so authorized by the Board of Directors, no Officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement, or to pledge its credit or render it liable pecuniarily for any purpose or to any amount.

The Corporation shall approve an annual budget. Expenses in the approved budget can be expended by both Directors and employees of the Corporation. Expenses that are not in the approved annual budget may require approval from the Board of Directors subject to the Policy Manual.

All Officers shall be listed on the bank accounts established for the Corporation. The Board of Directors may designate Officers or employees of the Corporation who may, in the name of the Corporation, execute drafts, checks and orders for the payment of money on its behalf. The procedure and policy for checks, drafts, notes, bonds, bills of exchange, and orders for the payment of money shall be established in the Policy Manual.

The Corporation shall have the right to retain all or any part of any securities or property acquired by it in whatever manner, and to invest and reinvest any funds held by it, according to the judgment of the Board of Directors; provided, however, that no action shall be taken by or on behalf of the Corporation if such action would result in the denial of Federal tax exemption to the Corporation under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or any successor provision or provisions thereof.

To the extent not inconsistent with the laws of the State of Indiana, every person (and the heirs, estate, executors, administrators and personal representatives of such person) who is or was a Director of the Corporation shall be indemnified by the Corporation to the maximum extent authorized or permitted by the Indiana Nonprofit Corporation Act of 1991, as amended.

Notwithstanding any other provision of these By-Laws, no Director, Officer, employee or agent of this Corporation shall take any action or carry on any activity by or on behalf of the Corporation not permitted to be taken or carried on by an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or any successor provision or provisions thereto.

These By-Laws may be altered, amended or repealed only by the affirmative vote of at least two-thirds (2/3) of the Directors present at any meeting of the Board of Directors at which a quorum is present, provided that the proposed changes must be presented and made available to the Directors for review at a prior meeting.