(Please note: Signed copy of this document
is maintained in the church archives.)

                                    
BYLAWS

OF

GOOD SHEPHERD EPISCOPAL SCHOOL, KINGWOOD, TEXAS

ARTICLE I

 DEFINITIONS

The following terms shall have the meanings set forth below, unless context requires otherwise:

"Act" shall mean the Texas Non-Profit Corporation Act and any amendment thereof, or corresponding provisions of any successor statutes thereto.

"Articles"  shall mean the Articles of Incorporation of the Corporation and any valid amendment, modification or restatement thereof.

"Bishop" shall mean the Bishop of the Diocese of Texas.

"Bylaws" shall mean these Bylaws and any valid amend­ment thereof.

"Canons" shall mean the Canons of the Diocese of Texas as the same now exists or may be amended from time to time hereafter.

"Constitution"  shall mean the Constitution of the Diocese of Texas as the same now exists or may be amended from time to time hereafter.

"Corporation" shall mean Good Shepherd Episcopal School, Kingwood, Texas, a Texas non‑profit corporation, and any successor by merger or consolidation.

"Diocese of Texas" shall mean the Episcopal Diocese of Texas.

"Governing Body" shall mean a "Vestry" in the case of a Parish or a "Bishop's Committee" in the case of a Mission.

"Mission" shall have the meaning ascribed to it in the Constitution and Canons.

"Organization Meeting" shall mean that meeting held pursuant to Section 1396-3.05 of the Texas Non-Profit Corporation Act relating to the Corporation.

"Parish" shall have the meaning ascribed to it in the Constitution and Canons.

"Priest-in-Charge or Missionary" shall mean the Priest-in-Charge or Missionary of the Sponsor, if the Sponsor is a Mission, or, if the Sponsor has no Priest-in-Charge or Missionary, the person acting in such capacity in accordance with the Constitution and Canons of the Diocese of Texas.  The term "Priest in Charge or Missionary" shall be deemed to include "Rector" if the Sponsor becomes a Parish.

"Rector" shall mean the Rector of the Sponsor, if the Sponsor is a Parish, or, if the Sponsor has no Rector, the person acting in such capacity in accordance with the Constitution and Canons of the Diocese of Texas.  The term "Rector" shall include "Priest-in-Charge or Missionary" if the Parish becomes a Mission.

"School" shall mean Good Shepherd Episcopal School, Kingwood, Texas.

"Sponsor" shall mean, The Episcopal Church of the Good Shepherd, Kingwood, Texas or, in the event of the dissolution of. The Episcopal Church of the Good Shepherd, Kingwood, Texas, or the termination of its status as a church in union with the Diocese of Texas, any Parish or Mission in union with the Diocese of Texas which may be designated by the Bishop as its successor.
 

ARTICLE II

BOARD OF Directors

Section 1.  Powers.  The property and affairs of the Corporation shall be under the direction and control of the Board of Directors, and, subject to the restrictions imposed by law, the Articles and these Bylaws, the Directors shall exercise all of the powers of the Corporation. 

Section 2.  Meetings of Directors.  The Board of Directors may hold meetings, maintain an office and keep the Corporation's books and records at such place or places within the State of Texas as the Board of Directors may from time to time determine; provided, however, that in the absence of any such determination, such place shall be the principal place of business of the Corporation.  At all meetings of the Board of Directors, the Rector, or Priest-in-Charge, as the case may be, of the Sponsor shall preside over meetings of the Board of Directors, or, if unable to attend a meeting of the Board of Directors, shall designate a member of the Sponsor Directors to preside. 

Section 3.  Annual Meetings.  The Annual Meeting of the Board of Directors ("Annual Meeting") shall be held as soon as reasonably possible, and in any event within ten (10) business days, after final adjournment of the Annual Meeting of the Governing Body of the Sponsor.  The purposes of the Annual Meeting of the Board of Directors shall be to (a) elect officers for the ensuing year and (b) transact such other business as may be properly brought before such meeting.  Notice of the Annual Meeting shall be required.

Section 4.  Regular Meetings.  Regular meetings of the Board of Directors ("Regular Meetings") shall be held at such times and places as shall be designated, from time to time, by resolution of the Board of Directors.  Notice of Regular Meetings shall not be required. 

Section 5.  Special Meetings.  Special meetings of the Board of Directors ("Special Meetings") shall be held whenever called by (a) on the written request of any three (3) or more Directors, at least two of whom shall be a Sponsor Trustee, by the Secretary, (b) the Rector or Priest-in-Charge, as the case may be, of the Sponsor.  Notice of Special Meetings shall be required. 

Section 6.  Notice of Meetings.  The Secretary shall give notice of each Annual and Special Meeting to each member of the Board of Directors in person or by mail, telegraph or telephone at least three (3) calendar days before such meeting.  A Special Meeting may consider only matters set forth in the notice of thereof.  Subject to the foregoing, unless otherwise indicated in such notice, any and all matters pertaining to the Corporation's purposes may be considered and acted upon at such meeting.  At any such meeting at which every member of the Board of Directors shall be present, even though without notice, any matter pertaining to the Corporation's purposes may be considered and acted upon. 

Section 7.  Quorum.  A majority of the then acting members of the Board of Directors, including a majority of the then acting Sponsor Directors, shall constitute a quorum for the consideration of any matters pertaining to the Corporation's purposes.  If, at any meeting of the Board of Directors, there is less than a quorum present, a majority of those present may adjourn the meeting from time to time.  The act of a majority of the members of the Board of 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, the Articles or these Bylaws. 

Section 8.  Conduct of Business.  At all meetings of the Board of Directors, matters pertaining to the Corporation's purposes shall be considered in such order as the Board of Directors may determine from time to time.  

The Secretary of the Corporation shall act as secretary of all meetings of the Board of Directors, but in the absence of the Secretary, the Chair may appoint any person to act as secretary of the meeting.

Section 9.  Executive Committee.  The Board of Directors may by resolution adopted by a majority of the then acting members of the Board of Directors designate  three (3) or more members of the Board of Directors to constitute an Executive Committee; provided, sixty (60%) percent or more of the members of the Executive Committee shall be Sponsor Directors.  In addition, the Rector or Priest-in-Charge, as the case may be, of the Sponsor shall be an ex-officio member of the Executive Committee and shall preside over meetings of the Executive Committee; or if unable to attend, shall designate a member of the Executive Committee, who shall be a Sponsor Trustee, to preside.

The Executive Committee, to the extent authorized by resolution of the Board of Directors, shall have and exercise the authority of the Board of Directors between meetings of the Board of Directors, except where action of the Board of Directors is required by law, the Articles or the Bylaws.  The Executive Committee shall act in the manner provided in such resolution.

The Executive Committee shall keep regular minutes of the transactions of its meetings and shall cause such minutes to be recorded in books kept for that purpose in the Corporation's office, and shall report the same to the Board of Directors from time to time. 

Section 10.  Compensation of Directors.  Persons serving as members of the Board of Directors shall not receive any salary or compensation for their services as members of the Board of Directors; provided, however, that nothing contained herein shall be construed as precluding any member of the Board of Directors from receiving compensation in a reasonable amount for such personal services rendered (other than services rendered as a member of the Board of Directors) which are reasonable and necessary in carrying out the Corporation's purposes as the Board of Directors may from time to time determine. 

Section 11.  Removal.  Any member of the Board of Directors may be removed, with or without cause, by the Governing Body of the Sponsor in accordance with procedures adopted by such Governing Body. 

Section 12.  The Rector.  The Rector shall be a member of the Board of Directors, ex-officio.  The Rector, or in the absence of the Rector, another member of the Board of Directors designated by the Rector, will be the Chair of the Board of Directors.
 

ARTICLE III

OFFICERS

Section 1.  Number, Titles and Term of Office.  The officers of the Corporation shall consist of a Chair (of the Board of Trustees), President (who may also be designated by the Board of Trustees as the Principal, Headmaster or Headmistress), one or more Vice Presidents, a Secretary and a Treasurer.  In addition, the Corporation may have such other officers and assistant officers, including, without limitation, a Principal, Headmaster or Headmistress, as the Board of Trustees may from time to time elect.  Subject to the other provisions of these Bylaws, such other officers and assistant officers shall have such authority and responsibility as the Board of Trustees may assign to them.  Any two or more offices may be held by the same person, except the offices of President and Secretary.  The term of office for each officer shall be until the next succeeding Annual Meeting at which officers are elected; provided, that the Principal, Headmaster or Headmistress may have a term of office corresponding to the school year, or otherwise as determined by the Board of Trustees.  Unless otherwise directed by the Board of Trustees, a duly elected officer shall serve in the office to which such officer is elected until such officer's successor has been duly elected and qualified.  The Principal, Headmaster or Headmistress shall be a confirmed communicant in good standing of a Parish or Mission of the Diocese of Texas; provided, that the Bishop may make an exception to such requirement within such limitations and conditions as the Bishop may prescribe.  

Section 2.  Removal.  Any officer or member of a committee elected or appointed by the Board of Trustees may be removed by the Board of Trustees whenever in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.  Election or appointment of an officer or member of a committee shall not of itself create contract rights. 

Section 3.  Vacancies.  Subject to the Constitution and Canons and the Articles, any vacancy occurring in any officer position of the Corporation may be filled by an individual elected by the Board of Trustees, or, in the case of a Special Trustee, elected or selected in a manner established from time to time by the Governing Body of the Sponsor, until the next annual meeting of the Board of Trustees. 

Section 4. The Chair, President; Powers and Duties of the President.  The Rector of the Parish (or if the office of the Rector is vacant, the Senior Warden) or Priest-in-Charge or Missionary of the Mission (or of the office Priest-in-Charge or Missionary is vacant, the Bishop's Warden) (for the purpose of this sentence, the "Rector") shall be ex-officio Chair of the Board of Trustees; provided, that in the absence of or at the pleasure of the Rector, a designee of the Rector may serve as time to time as Chair. 

            The President shall be the Chief Executive officer of the Corporation.  Subject to the control of the Board of Trustees and the Executive Committee, if any, in the above stated order of priority, the President shall have general executive charge, management and control of the property, business and operations of the Corporation, with all such powers as may be reasonably incident to such responsibilities, and shall have the authority to agree upon and execute all leases, contracts, evidences of indebtedness and other obligations in the name of the Corporation, subject to the approval of the Board of Trustees or the Executive Committee, if any.  The President shall have such other powers and duties as may be provided from time to time by law, subject to the Constitution, Canons, Articles, these Bylaws and resolutions of the Board of Trustees, in the above stated order of priority. 

Section 5.  Vice President; Duties of a Vice President.  One or more Vice Presidents shall be elected by the Board of Trustees and shall have such powers and duties as may be assigned by the Board of Trustees.  Any action taken by a Vice President in the performance of the duties of the President shall be conclusive evidence of the absence or inability to act of the President at the time such action was taken and the authority of such Vice President to act in such matter. 

Section 6.  Powers and Duties of the Treasurer.  The Treasurer shall have custody for the Corporation of all of the Corporation's funds and securities which come into the hands of the Treasurer.  The Treasurer may endorse or cause to be endorsed, in the name and on behalf of the Corporation, checks, notes and other obligations for collection and shall deposit or cause to be deposited the same to the credit of the Corporation in such bank or banks or depositories and in such manner as shall be designated and prescribed by the Board of Trustees; and the Treasurer may sign or cause to be signed all receipts and vouchers for payments made to the Corporation either alone or jointly with such other officer as may be designated by the Board of Trustees.  The Treasurer shall (a) render or cause to be rendered a statement of the cash account whenever required by the Board of Trustees; (b) enter or cause to be entered regularly in the Corporation's books to be kept by the Treasurer for that purpose full and accurate accounts of all moneys received and paid out on account of the Corporation; (c) perform all acts incident to the position of Treasurer subject to the control of the Board of Trustees; and (d) if required by the Board of Trustees, give such bond for the faithful discharge of such Trustee's duties as Treasurer in such form as the Board of Trustees may require.

Section 7.  Powers and Duties of the Secretary.  The Secretary shall keep the minutes of all meetings of the Board of Trustees in books provided for that purpose; shall attend to the giving and serving of all notices; in furtherance of the Corporation's purposes and subject to the limitations contained in the Articles, the Bylaws and resolutions of the Board of Trustees may sign with the President in the name and on behalf of the Corporation and/or attest the signatures thereto, all contracts, conveyances, franchises, bonds, deeds, assignments, mortgages, notes and other instruments of the Corporation; shall have charge for the Corporation of the Corporation's books, records, documents and instruments, except the books of account and financial records and securities of which the Treasurer shall have custody and charge, and such other books and papers as the Board of Trustees may otherwise direct, all of which shall be open at reasonable times to the inspection of any Trustee upon application at the Corporation's office during business hours; and shall, in general, perform all duties incident to the office of Secretary subject to the control of the Board of Trustees. 

            Section 8.  Compensation of Officers.  Officers shall not be entitled to receive salary or compensation for personal services rendered to the Corporation; provided, however, with the approval of the Board of Trustees, an officer may receive reasonable compensation for services that are necessary in carrying out the Corporation's purposes.
 

ARTICLE IV 

MISCELLANEOUS PROVISIONS

Section 1.  Fiscal Year.  The Corporation's fiscal year shall be as determined by the Board of Directors. 

Section 2.  Seal.  The Corporation's seal, if any, shall be such as may be approved by the Board of Directors. 

Section 3.  Notice and Waiver of Notice.  Whenever any notice is required to be given by mail under the provisions of these Bylaws, such notice shall be deemed to be sufficient if given by depositing the same in a post office box in a sealed postpaid wrapper addressed to the person entitled thereto at such officer's post office address, as such appears in the records of the Corporation, and such notice shall be deemed to have been given on the date of such mailing.  A waiver of notice in writing signed by the person or persons entitled to such notice, whether before or after the time stated herein, shall be deemed equivalent to notice.

Section 4.  Resignations.  Any member of the Board of Directors or officer may resign at any time.  Such resignation shall be made in writing and shall take effect at the time specified therein, or, if no time be specified, at the time of its receipt by the President or Secretary.  The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation. 

Section 5.  Action Without a Meeting by Directors or Committees.  Any action required by law or these Bylaws to be taken at a meeting of the Board of Directors or any action which may be taken at a meeting of the Board of Directors or of any committee thereof may be taken without such a meeting if a consent in writing, setting forth the action to be taken, shall be signed by all of the members of the Board of Directors, or all of the members of the committee, as the case may be.
 

ARTICLE V 

INDEMNIFICATION AND INSURANCE 

Section 1.  Right to Indemnification.  Subject to  any limitations and conditions contained in the Articles or the Bylaws, including, without limitation, this Article V, each person who was or is made a party or is threatened to be made a party or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative (hereinafter a "Proceeding"), or any appeal of a Proceeding or any inquiry or investigation that could lead to a Proceeding, by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a member of the Board of Directors or officer of the Corporation, or while a member of the Board of Directors or officer of the Corporation is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise, shall be indemnified by the Corporation to the fullest extent authorized by the Act, (but, in the case of any amendment of the Act, only to the extent that amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment) against judgments, penalties (including excise and similar taxes), fines, settlements and reasonable expenses (including, without limitation, attorneys' fees) actually incurred by such person in connection with a Proceeding, but if the Proceeding was brought by or in behalf of the Corporation, the indemnification is limited to reasonable expenses actually incurred or suffered by such person in connection therewith, and indemnification under these Bylaws shall continue as to a person who has ceased to serve in the capacity which initially entitled such person to indemnity hereunder.  In no case, however, shall the Corporation indemnify any person, or the legal representatives of any such person, with respect to any matters as to which such person shall be finally adjudged in any such Proceeding to be liable on the basis that personal benefit resulted from an action taken in such person's official capacity, or in which such person is found liable to the Corporation.  Any person entitled to indemnification pursuant to this Article V is sometimes referred to herein as an "Indemnified Person." 

Section 2.  Advance Payment.  An Indemnified Person's right to indemnification conferred in this Article V shall include the right to be paid or reimbursed by the Corporation the reasonable expenses incurred by an Indemnified Person who was, is or is threatened to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding; provided, however, that the payment of such expenses incurred by an Indemnified Person in advance of the final disposition of a Proceeding shall be made only upon delivery to the Corporation of a written affirmation by such Indemnified Person of such person's good faith belief that such person has met the standard of conduct necessary for indemnification under this Article V and a written undertaking by or on behalf of such Indemnified Person to repay all amounts so advanced if it shall ultimately be determined that such Indemnified Person is not entitled to be indemnified under this Article V or otherwise. 

Section 3.  Indemnification of Employees and Agents.  The Corporation may include as an Indemnified Person an employee or agent of the Corporation and, the Corporation may include as an Indemnified Person persons who are not or were not members of the Board of Directors, officers, employees or agents of the Corporation but who are or were serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, director, employee, agent or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefits plan or other enterprise. 

Section 4.  Appearance as a Witness.  Notwithstanding any other provision of this Article V, the Corporation may pay or reimburse expenses incurred by an Indemnified Person in connection with such person's appearance as a witness or other participation in a Proceeding at a time when such person is not named defendant or respondent in the Proceeding.   

Section 5.  Nonexclusivity of Rights.  The right to indemnification and the advancement and payment of expenses conferred in this Article V shall not be exclusive of any other right which an Indemnified Person may have or hereafter acquire under any law (common or statutory), provision of the Articles or these Bylaws, agreement, vote of disinterested members of the Board of Directors or otherwise. 

Section 6.  Insurance.  The Corporation may purchase and maintain insurance, at its expense, to protect itself or any Indemnified Person, whether or not the Corporation would have the power to indemnify any such person against such expense, liability or loss under this Article V. 

Section 7. Savings Clause.  If this Article V, or any portion hereof, shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify and hold harmless each Indemnified Person as to costs, charges and expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement with respect to any Proceeding, to the full extent permitted by any applicable portion of this Article V that shall not have been invalidated and to the fullest extent permitted by applicable law.   

Section 8.  Limitation on Indemnity.  Notwithstanding any provision of this Article V to the contrary, the liability of the Corporation under this Article V is limited to the proceeds and benefits of insurance, if any, actually paid or received with respect to the matter or event giving rise to the Proceeding which constitutes a basis for the indemnity provided for in this Article V; provided, the Board of Directors may, in the exercise of its sole discretion, waive or qualify this limitation in specific cases.
 

ARTICLE VI

 CONFLICTS OF INTEREST POLICY 

Section 1.  Purpose.  The purpose of the conflicts of interest policy is to protect the Corporation’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or Director of the Corporation.  This policy is intended to supplement but not replace any applicable state laws governing conflicts of interest applicable to nonprofit and charitable corporations. 

Section 2.       Definitions. 

(a)       Interested Person.  Any Director, principal officer, or member of a committee with Board-delegated powers who has a direct or indirect financial interest, as defined below, is an interested person.  

(b)       Financial Interest.  A person has a financial interest if the person has, directly or indirectly, through business, investment or family -- 

(1)       an ownership or investment interest in any entity with which the Corporation has a transaction or arrangement, or 

(2)       a compensation arrangement with the Corporation or with any entity or individual with which the Corporation has a transaction or arrangement, or 

(3)       a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Corporation is negotiating a transaction or arrangement.  

Compensation includes direct and indirect  remuneration as well as gifts or favors that are substantial in nature.  

Section 3.       Procedures.   

(a)       Duty to Disclose.  In connection with any actual or possible conflicts of interest, an interested person must disclose the existence of his or her financial interest and all material facts relating thereto to the Board of Directors and members of committees with Board-delegated powers considering the proposed transaction or arrangement.

(b)       Determining Whether a Conflict of Interest Exists.  After disclosure of the financial interest and all material facts relating thereto, and after any discussion thereof, the interested person shall leave the Board of Directors or committee meeting while the financial interest is discussed and voted upon.  The remaining Board of Directors or committee members shall decide if a conflict of interest exists.  

(c)        Procedures for Addressing the Conflict of Interest. 

(1)       An interested person may make a presentation at the Board of Directors or committee meeting, but after such presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement that results in the conflict of interest. 

(2)       The Chairman of the Board or chairman of the committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.   

(3)       After exercising due diligence, the Board of Directors or committee shall determine whether the Corporation can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest. 

(4)       If a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the Board of Directors or committee shall determine by a majority vote of the disinterested Directors whether the transaction or arrangement is in the Corporation’s best interest and for its own benefit and whether the transaction is fair and reasonable to the Corporation and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination.  

(d)       Violations of the Conflicts of Interest Policy. 

(1)       If the Board of Directors or a committee has reasonable cause to believe that a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.  

(2)       If, after hearing the response of the member and making such further investigation as may be warranted in the circumstances, the Board of Directors or committee determines that the member has in fact failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

Section 4.     Records of Proceedings.  The minutes of the Board of Directors and all committees with Board-delegated powers shall contain -- 

(a)       Names of Persons with Financial Interest.  The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the Board of Directors' or committee’s decision as to whether a conflict of interest in fact existed.  

(b)       Names of Persons Present.  The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection therewith.  

Section 5        Compensation Committees.  A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that member’s compensation.

Section 6.       Annual Statements.  Each Director, principal officer and member of a committee with Board-delegated powers shall annually sign a statement which affirms that such person -- 

(a)       Receipt.  Has received a copy of the conflicts of interest policy. 

(b)       Read and Understands.  Has read and understands the policy. 

(c)        Agrees to Comply.  Has agreed to comply with the policy. 

(d)       Tax Exemption.  Understands that the Corporation is a charitable organization and that, in order to maintain its federal tax exemption, it must engage primarily in activities which accomplish one or more of its tax-exempt purposes. 

Section 7.       Periodic Reviews.  To ensure that the Corporation operates in a manner consistent with its charitable purposes and that it does not engage in activities that could jeopardize its status as an organization exempt from federal income tax, the Corporation may conduct periodic reviews.
 

ARTICLE VII

AMENDMENTS