Bylaws of Maret School, Inc.

Article I

Section 1.1. CHARACTER. Maret School, Inc., hereinafter called “the School” or “the Corporation” is a District of Columbia non-profit corporation.

Section 1.2. LOCATION. The principal office of the School shall be at 3000 Cathedral Avenue, Northwest, Washington, D.C. 20008-3498. It may have offices at such other places as the Board of Trustees may direct.

Article II: Board of Trustees

Section 2.1. POWERS. The management and direction of the School shall be vested in the Board of Trustees, whose actions and duties may be delegated by action of the Board. All actions by all committees are subject to review and approval by the Board, as deemed appropriate or necessary by the Board.

Section 2.2. NUMBER, ELECTION AND TERM OF OFFICE.

(A) NUMBER. The Board of Trustees shall consist of a minimum of 15 and a maximum of 25 voting members.

(B) CHARACTER. The Board of Trustees shall be made up of a combination of members from each of the following constituencies: parents of present students, parents of alumni, alumni, and friends of the School.

(C) NON-ELECTED TRUSTEES.

(1) The President of the Parents Association and the President of the Maret School Alumni Association shall each serve as ex officio, non-voting members of the Board during their terms in office. In the case of co-presidents, only one shall be designated as the representative to the Board.

(2) The Head of School shall serve as an ex officio, non-voting member of the Board of Trustees.

(D) ELECTION AND TERM OF OFFICE.

(1) Subject to Sub-Sections (2) and (3) below, Trustees shall be elected annually by the Board for terms to commence at the beginning of each fiscal year (July 1). Trustees shall be elected to the Board to fill 3-year terms, said terms to be staggered so as to establish an approximately even distribution of Trustees with terms expiring each year. Subject to sub-section (4) below, no person may serve on the Board for longer than 2 consecutive 3-year terms. A Trustee who has served 2 consecutive terms shall be eligible for re-election to the Board after a hiatus of 1 year.

(2) In the event that the total number of Trustees should fall below 15 at any time, the Committee on Trustees shall, within 30 days, submit the names of one or more qualified individuals to the Board for election. Any Trustee elected pursuant to this provision shall serve an initial term
beginning on the date of his/her election and ending 3 years after the close of the fiscal year that ends closest to the date of his/her election.

(3) If special circumstances warrant, the Committee on Trustees may submit the names of one or more individuals to the board for election at any time during the year, provided, however, that in no event shall more than two individuals be elected to the board pursuant to this provision in any fiscal year. Any Trustee elected pursuant to this provision shall serve an initial term beginning on the date of his/her election and ending 3 years after the close of the fiscal year that ends closest to the date of his/her election.

(4) Trustees who become officers shall be exempt from term limits so long as they remain officers.

Section 2.3. RESIGNATION AND REMOVAL OF TRUSTEES.

(A) RESIGNATION. Any Trustee may resign by giving notice in writing to the Secretary.

(B) REMOVAL. Any Trustee may be removed from office either with or without cause, by a vote of the majority of the Board of Trustees.

Section 2.4. MEETINGS.

(A) REGULAR MEETINGS. The Board of Trustees shall meet a minimum of 4 times during the School's fiscal year, i.e., July 1 through June 30, at the School or at such other place as the President shall select. Additional meetings may be held at the call of the President.

(B) ANNUAL MEETING. The Annual Meeting of the Board shall be held at the School or at such other place as the President shall select, in May or June of each year.

(C) SPECIAL MEETINGS. A special meeting of the Board of Trustees may be held for any purpose on the call of the President, or seven Trustees. Notice of each special meeting, setting forth the time, date and place of the meeting and the general nature of the business to be transacted, shall be given not less than 48 hours in advance of the meeting. Business transacted at a special meeting shall be limited to the matters stated in the notice of the meeting.

Section 2.5. QUORUM. A majority of the voting members of the Board of Trustees shall constitute a quorum for the transaction of any business at meetings. The action of a majority of the voting members of the Board of Trustees at a meeting at which there is a quorum shall be the action of the Board of trustees except for the removal of a Trustee pursuant to Section 2.3 (B) above or the removal of an Officer pursuant to Section 3.5 below.

Article III: Officers

Section 3.1. OFFICERS. The officers of the Corporation shall consist of a President, a Vice-President, a Secretary, a Treasurer, the Head of School, and such other officers as the Board of Trustees may deem appropriate from time to time.

Section 3.2. ELECTION AND TERM OF OFFICE:

(A) ELECTED OFFICERS.

(1) The President, Vice-President, Secretary, Treasurer and such other officers as the Board shall deem appropriate, shall be elected annually by the Board of Trustees from among the Board members.

(2) Each elected officer shall serve a term of 1 year, terminating at the end of the School's fiscal year, June 30, or when his/her successor is elected and takes office.

(3) A Trustee may hold a particular office for a maximum of 5 years.

(4) A Trustee who has served in a particular office may, following such service, be elected to serve in another office.

(B) NON-ELECTED OFFICER: The Head of School is a non-voting, ex officio officer as long as he/she remains Head of School.

Section 3.3. POWERS AND DUTIES - GENERAL. The officers, agents and employees of the School shall have such powers and duties as may from time to time be prescribed or conferred by the Board of Trustees.

Section 3.4. POWERS AND DUTIES - PARTICULAR OFFICES.

(A) PRESIDENT. The President shall be the chief executive officer of the Corporation, shall preside at all meetings of the Board of Trustees, shall appoint all committees, shall serve as Chair of the Executive Committee, and shall chair an ad hoc committee, consisting of the President and two or three additional trustees whom the President chooses, to perform the annual review of the performance of the Head of School. Following this review, this ad hoc committee shall determine the Head's compensation and the terms of his/her contract with the School. The President shall review with the Board the general parameters of the Head's contract prior to execution. The President shall also perform such other duties and exercise such other powers as may from time to time be prescribed or conferred by the Board of Trustees.

(B) VICE-PRESIDENT. The Vice-President shall have and exercise all of the powers and duties of the President in the President's absence, or when for any reason the President is unable or unavailable to perform his/her duties. The Vice-President shall perform such other duties and exercise such other powers as may from time to time be prescribed or conferred by the Board of Trustees.

(C) SECRETARY. The Secretary shall be responsible for the minutes of the meetings of the Board of Trustees, shall serve all such notices as may be necessary or proper, and shall perform such other duties as may from time to time be prescribed or conferred by the Board of Trustees or the President.

(D) TREASURER. The Treasurer shall be the Chair of the Finance Committee of the Board. In addition, the Treasurer shall be responsible for the funds and securities of the School and shall submit a regular report to the Board on the financial condition of the School; shall maintain such other accounts and records and render such other reports as may from time to time be required by the Board or the President; and shall ensure that an audit of the School's books shall be conducted annually by a certified public accountant.

(E) HEAD OF SCHOOL. The Head of School shall manage and direct the operation of the School in accordance with the Mission Statement under the general supervision of the Board of Trustees. The Head shall be responsible for proposing to the Board for its consideration, policies that promote the welfare and effectiveness of the School, and shall be responsible for implementing the policies adopted by the Board. The Head shall have the responsibilities of hiring, firing and setting the compensation of all employees other than the Head of School.

Section 3.5. RESIGNATION AND REMOVAL OF OFFICERS: Any elected officer may be removed from office, either with or without cause, at any time, by the affirmative vote of a majority of the Board of Trustees. In the event of the removal or resignation of the President, Vice President, Secretary, or Treasurer, the Committee on Trustees shall submit to the Board, within 30 days, the name of a successor to be elected to fill the unexpired term of such office. Removal of the Head of School must be in accordance with the contract between the Head of School and the Board of Trustees.

Article IV: Committees

Section 4.1. COMMITTEES.

(A) STANDING COMMITTEES. The President shall, with approval of the Board of Trustees, establish or dissolve all standing committees. Current standing committees include: Buildings and Grounds, Committee on Trustees, Development, Education, Executive, and Finance. The President shall appoint the members and chairs of the standing committees. Membership on standing committees shall not be restricted to Trustees. The President shall be the Chair of the Executive Committee and an ex officio member of all committees. Also, the Head of School shall be an ex officio member of all committees. The Treasurer shall be Chair of the Finance Committee.

(B) AD HOC COMMITTEES. The President may establish, dissolve, and appoint any ad hoc committees as may be needed or desirable.

Section 4.2. BUILDINGS AND GROUNDS COMMITTEE. The Buildings and Grounds Committee shall, subject to the general control of the Board of Trustees, be responsible for on-going evaluation of the adequacy of facilities, equipment and grounds for support of the School program. The Committee shall make recommendations to the Board for required improvements, and shall oversee implementation of such improvements as well as the general maintenance of School property, equipment and facilities. The Business Manager shall be a member ex officio of the committee.

Section 4.3. DEVELOPMENT COMMITTEE. The Development Committee shall, subject to the general control of the Board of Trustees, have the duty to oversee all fund-raising activities of the School, including all fund-raising plans for the Annual Fund, all capital campaigns, special gift campaigns, the planned giving program, and all fund-raising events, including those of the Maret Parents Association and the Maret Alumni Association. The Committee also reviews the School’s publications and public relations materials periodically. The Committee, through its Chair, shall make periodic reports of its activities to the Board. The Development Director shall be a member ex officio of the Committee.

Section 4.4. EDUCATION COMMITTEE. The Education Committee shall, subject to the general control of the Board of Trustees, review the educational programs of the School to ensure that they are consistent with and meet the high standards of the Mission Statement of the School. The Committee shall report to the Board about the nature, direction, and needs of the School’s programs, and may review, as a visiting committee, a specific area or program for report to the Board. The Head of School shall appoint a faculty member to serve as ex officio member of the Committee.

Section 4.5 EXECUTIVE COMMITTEE. The Executive Committee shall consist of the officers of the Corporation. The Executive Committee shall have and exercise all powers and duties of the Board of Trustees between meetings of the Board, except as to the approval of agreements relating to the sale, purchase or lease of real property, the execution of notes or other pecuniary obligations, the removal of Trustees, and the employment of the Head of School. A majority of the Executive Committee shall constitute a quorum for the transaction of any business at such meetings. The action of a majority of the voting members of the Executive Committee shall be the action of the Executive Committee. The Executive Committee shall make a full report of any actions taken at the next regular Board meeting.

Section 4.6. FINANCE COMMITTEE. The Finance Committee shall, subject to the general control of the Board of Trustees: set tuition and supervise the preparation of the annual budget of the School and approve the budget before it is presented to the Board for adoption; be responsible for reviewing the monthly report of income and expenditures; recommend an independent certified public accountant annually to the Board for approval; review the annual audit; review financial aid and the compensation /benefits policy; ensure that the School is appropriately insured; review the School’s pension plan; ensure that the School’s funds are appropriately invested; and report and make recommendations to the Board on such matters as appropriate to the financial management of the School. The Treasurer of the Board shall serve as Chair of the Finance Committee, and the Business Manager shall serve as a member ex officio of the committee.

Section 4.7. COMMITTEE ON TRUSTEES. The Committee on Trustees shall, subject to the general control of the Board of Trustees: have the duty to develop and consider the names of individuals for election as members of the Board of Trustees, and submit the names of those found qualified to the Board of Trustees for appropriate action in accordance with Section 2.2. identify individuals for election to the offices of President, Vice-President, Secretary, and Treasurer and other officers as the Trustees may designate in accordance with Article III, and submit its recommended slate of Officers and/or new Trustees at the meeting prior to the meeting at which the election of such Officers and/or Trustees shall occur; determine what is expected of Trustees; ensure appropriate education of Trustees; plan and oversee annual self-evaluations and evaluations of the Board and report its findings to the Board of Trustees; assist in determining committee assignments on request of the President of the Board; oversee the planning of the agenda for the annual retreat; periodically revisit the by-laws and submit appropriate changes for vote by the Board of Trustees. The Chair of the Committee on Trustees shall ensure that the ad hoc committee to review the performance and compensation of the Head of School meets annually and follows the guidelines outlined in 3.4 (A). The Development Director shall be a member ex officio of the committee.

Article V: Liability and Indemnification; Conflicts of Interest

Section 5.1. LIABILITY AND INDEMNIFICATION. The Trustees of the Corporation shall not be personally liable for its debts, obligations, or liabilities. The Corporation shall indemnify any trustee or officer, or any former trustee or officer of the Corporation, and may indemnify its employees and agents and persons who may have served at its request as a director or officer of another corporation, whether for profit or not-for-profit, as may be determined by the Board of Trustees, against expenses incurred in connection with the defense of any action, suit, or proceeding in which he or she is made a party by reason of being, or having been, such trustees, officer, employee, or agent, to the maximum extent permitted by law. Such indemnification shall not be exclusive of any other rights to which such person may be entitled under applicable law, the Articles of Incorporation or any by-law, agreement, vote of the Board or otherwise.

Section 5.2. CONFLICTS OF INTEREST. Each trustee is expected to act in the interest of the School and to refrain from using his or her position as a trustee to secure special advantage in business, personal gain, or other benefit derived from his or her position as a trustee. Trustees should act in a manner that will ensure that there are no actual, apparent or potential conflicts between their personal interests and the School’s interests. A trustee shall be considered to have a conflict of interest if such trustee or his/her spouse, partner, minor child, or other individual with whom such trustee shares income, has existing or potential interests that impair or might reasonably appear to impair such member’s independent unbiased judgment in the discharge of his or her responsibilities to the School. Each trustee shall by written certification make full disclosure to the Board annually with respect to any actual, apparent or potential conflict of interest. Each trustee has a continuing obligation to update such annual certification with respect to any changes in circumstances relating to his/her annual certification, as such changes become known to the trustee. No trustee shall vote on any matter, under consideration by the Board or one of its Committees, in which such trustee has an actual, apparent or potential conflict of interest. The minutes of any meeting at which action on any such matter is taken shall reflect that a disclosure was made and that the trustee having the actual, apparent or potential conflict of interest abstained from voting. Any trustee who is uncertain whether he or she has a conflict of interest in any matter may request the President of the Board to determine whether a conflict of interest exists.

Section 5.3. CONFIDENTIALITY. All meetings of the Board and its Committees are conducted in confidence and matters discussed at such meetings may be confidential and of a proprietary nature. Each trustee is expected to respect the confidentiality of all information that a trustee obtains solely as a result of his or her membership on the Board of Trustees and that has not been authorized for disclosure nor become public. Each trustee shall certify annually that he or she understands and will abide by his or her obligation to maintain confidentiality.

Article VI: Checks and Contracts

Section 6.1. CHECKS. All checks for the withdrawal of funds of the School in excess of an amount approved annually by the Board or Executive Committee shall require two signatures, one of which must be an elected officer of the Board.

Section 6.2. CONTRACTS. Except for employment contracts, all contracts for goods or services to which the School is a party, in excess of an amount approved annually by the Board, shall require two signatures, one of which must be of the President, Vice-President, Treasurer, or Secretary.

Article VII: Seal

Section 7.1. SEAL OF THE CORPORATION. The corporate seal shall have inscribed thereon the name of the School, the year of its incorporation and the words “Incorporated, District of Columbia.”

Article VIII: Fiscal Year

Section 8.1. FISCAL YEAR. The fiscal year shall be July 1 through June 30.

Article IX: Amendments and Repeals

Section 9.1. AMENDMENTS AND REPEALS. These by-laws may be amended or repealed by a resolution adopted at any meeting of the Board of Trustees by the vote of a majority of the members of the Board provided a copy of the amending resolution be sent to each trustee at least fourteen days before the meeting at which the resolution is offered.

Article X: Non-Discrimination

Section 10.1. NON-DISCRIMINATION. In administering its affairs, the Corporation shall stand firmly behind the principle that the admission of students, the employment of staff, the operation of programs, and the governance of the School be open to all who are qualified regardless of race, creed, color, national origin, ethnic origin, or sexual orientation, and it believes that this principle is both firmly grounded in the spirit of American democracy and in keeping with the civil responsibilities of an independent school.