BY-LAWS

OF
The Appalachian Institute for Diversity Education.

ARTICLE I - NAME

The name of the corporation is The Appalachian Institute for Diversity Education.

ARTICLE II - OFFICES

The principal office of the corporation in the State of Virginia shall be located in Washington County,
Virginia, or at such other place as shall be lawfully designated by the Board of Directors, hereinafter sometimes
called the "Board." The corporation may have such other offices, either within or without the State of Virginia,
as the Board may designate or as the affairs of the corporation may require from time to time.

ARTICLE III - CORPORATE PURPOSES

The purposes of this corporation shall be as provided in its Charter and shall be carried out through
any and all lawful activities, including activities both directly and indirectly related to the stated purposes. In
pursuing its purposes, the Corporation may make contributions to any other corporation, trust, fund or
foundation whose purposes are charitable, scientific, literary or educational, provided that any such activity or
contribution shall conform to any applicable restrictions or limitations set forth in the corporation's charter or to
any restriction which is imposed on corporations described in Section 501(c)(3) of the Internal Revenue Code
and its Regulations or on any corporation, contributions to which are deductible under Section 170(c)(2) of the
Internal Revenue Code as it now exists, or as it may hereinafter be amended (hereinafter the "Code"), for so
long as such provisions are in effect.

ARTICLE IV - NO MEMBERS

The corporation shall have no members. The Board may take any action which is permitted or required
to be taken by members of a corporation not-for-profit under Virginia law by the affirmative vote of a majority
of the entire Board, without the necessity of any prior action by the Board which would have otherwise been
required by law for such action if there were members entitled to vote on such action.

ARTICLE V - BOARD OF DIRECTORS

1. General. The affairs of the corporation shall be governed by a Board of Directors to be elected
from time to time as stated herein. Each director shall be of legal age, and need not be a resident of the State of
Virginia.

2. Number. The directors of the corporation shall be three (3) or more in number.
 3. Initial Directors. The initial Directors of the Corporation shall be appointed by the
incorporator.

4. Vacancies. Vacancies occurring in the Board by death, resignation, refusal to serve, or

otherwise, shall be filled for the unexpired term by election of one or more substitute directors by the
remaining Directors. If the Directors remaining in office constitute fewer than a quorum of the Board, they may
fill the vacancy by an affirmative vote of a majority of all Directors remaining in office at any duly called
regular or special meeting.

5. Nominations and Elections. Election of Directors shall take place at the annual meeting of the
Board of Directors. At least forty-five (45) days before the annual meeting, the President will appoint a
nominating committee consisting of three or more members of the Board. The nominating committee shall
make nominations for individuals to serve as Directors. Each Director shall be given a list of the nominees at
least ten (10) days prior to the annual meeting. Each Director shall be entitled to one (1) vote for each
Director's position to be filled and the result will be determined by the plurality of the votes cast.

6. Resignation. Any Director may resign at any time by giving written notice to the President or
the Secretary of the corporation or to the Board of Directors. Such resignation shall take effect at the time
specified or, if no time is specified, at the time of its acceptance as determined by the President or the Board.

7. Removal. Any Director may be removed at any time by a three-fourths majority vote of all
Directors then serving.

ARTICLE VI - MEETINGS OF THE BOARD OF DIRECTORS

1. Place of Meeting. The meetings of the Board shall be held at the principal office of the
corporation or at any place within the United States that the Board may from time to time designate.

2. Annual Meeting. An annual meeting of the Board shall be held on the second Tuesday of
January each year, or at such other time as designated by the President, provided that if the annual meeting is to
be held on a date other than the day listed above, the notice of the meeting shall give the date, time and place
and designate it as the annual meeting. Such other regular meetings of the Board shall be held at such time and
place as may be specified by the resolution of the Board.

3. Telephonic Board Meetings. The Directors of the Corporation are authorized to participate in
any regular or special meeting by, or conduct the meeting through the use of, any means of communication by
which all directors participating may simultaneously hear each other during the meeting as specifically
authorized by Virginia Code, 13.1-844.2, and a Director participating by this means shall be deemed present
in person at the meeting.

4. Organizational Meeting of the Board. After each annual election of Directors, the new Board
shall immediately meet for the purpose of organization, the election and appointment of officers and the
transaction of other business and, if all of the Directors be present, or waive notice, no prior notice of such
meeting shall be required to be given to the Directors.

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 5. Special Meetings. Special meetings of the Board of Directors shall be held whenever called by
the President, or by a majority of the Directors then in office. Special meetings of the Board of Directors shall
be held at such place either within or without the State of Virginia, as shall be stated in the call of the meeting.

6. Notice of Meetings. The Secretary shall give notice to each Director of each annual, regular or
special meeting by mailing the same at least ten (10) days before the meeting to his address as shown by the
records of the corporation or by telegraphing or telephoning the same not less than one (1) day before the
meeting, which notice shall state the time and place of the meeting, and, in case of special meeting, the purpose
or purposes thereof. If every Director shall be present at any meeting or shall waive notice before, at or after
any meeting by writing or telegraph, any business may be transacted without previous notice. Attendance by a
Director at a meeting shall not constitute waiver of notice of such meeting if a Director attends for the express
purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

7. Quorum. A majority of all members of the Board of Directors in office at the time shall
constitute a quorum for the transaction of business, except where otherwise provided by statute or by the By-
Laws of the corporation, but a majority of those present at any regular or special meeting, if there be less than a
quorum, may adjourn the same from time to time without notice until a quorum be had. The vote of a majority
of Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, unless
a vote of a greater number is required by law or by the By-Laws of the corporation. Once a quorum is present
to organize the meeting it shall continue in effect notwithstanding the subsequent withdrawal of any of those
present.

8. Action By Written Consent. Whenever the Board of Directors is entitled or required to take
any action by a vote pursuant to these By-Laws, such action may be taken without a meeting on written consent
setting forth the action so taken, and signed by all Directors entitled to vote thereon.

9. Organization. At all meetings of the Board of Directors, the President, or in his absence or
inability, the Vice President, if any, shall preside. The Secretary shall keep a record of the proceedings of the
meetings. The President and Secretary shall do and perform such other duties as may from time to time be
assigned to them, respectively by the Board of Directors.

10. Order of Business. The order of business at all meetings of the Board of Directors, unless
otherwise determined by the affirmative vote of a majority of the members of such Board present, at any
meeting, shall be determined by the presiding officer.

ARTICLE VII - COMPENSATION OF DIRECTORS

Directors as such shall not receive any compensation for their services as Directors, but the Board may,
by resolution, authorize reimbursement of reasonable expenses incurred in the performance of their duties.
Such authorization may prescribe the procedure for approval and payment of such expenses by designated
officers of the corporation. Nothing herein shall preclude a director from serving the corporation in any other
capacity and receiving compensation for such services.

ARTICLE VIII - COMMITTEES

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 The Board, by resolution adopted by a majority of the entire Board, may designate an executive
committee, consisting of two or more Directors, and other committees consisting of two or more persons, who
may or may not be Directors and may delegate to such committee or committees all such authority of the Board
that it deems desirable, except that no such committee or committees, unless specifically so authorized by the
Board, shall have and exercise the authority of the Board to:

(a) Adopt, amend or repeal the By-Laws;

(b) Fill vacancies in the Board or any committee.

The Board may designate one or more Directors as alternate members of any such committee, who
may replace any absent member or members at any meeting of such committee. Each member of each such
committee shall serve at the pleasure of the Board. The designation of any such committee and the delegation
thereto of authority shall not relieve any Director of any responsibility imposed by law. The executive
committee or any other committee shall report any actions taken to the next Board meeting following the taking
of such action, unless the Board otherwise requires. So far as applicable, the provisions of these By-Laws
relating to the conducting of meetings of the Board shall govern meetings of the executive and other
committees.

ARTICLE IX - OFFICERS

1. Election - Title - Term. The officers of the corporation shall be a President, Vice President, a
Secretary, a Treasurer, and such other officers and assistant officers as may be appointed pursuant to these By-
Laws. Each officer shall be elected annually by the Board of Directors at its regular annual meeting, to serve
until the next ensuing annual meeting, or until a successor shall have been duly elected and shall have
qualified. Any two or more offices may be held by the same person, except the same person may not hold the
offices of President and Secretary simultaneously. The Board of Directors may elect or appoint, or by
resolution provide for the appointment of, other officers or agents.

2. Tenure of Officers. All officers and agents shall be subject to removal at any time by the
affirmative vote of a majority of all of the members of the Board of Directors and all employees not appointed
by or with the affirmative approval of the Board of Directors shall also be subject to removal at the pleasure of
the officers appointing them or their successors in office.

3. President. The President shall be chief executive officer of the corporation. Subject to the
direction of the Board of Directors, he shall have general charge of the business and affairs of the corporation.
He shall also do and perform such other duties as may from time to time be assigned to him by the Board of
Directors.

4. Vice President. The Board of Directors may, but is not required to, appoint a Vice President. If
so appointed, the Vice President shall perform the duties and exercise the powers of the President if he is
absent or unable to act, subject to the control of and to the extent authorized by the Board of Directors

5. Treasurer. The Treasurer shall have the custody and be in control of all of the funds and
securities of the corporation, except as otherwise provided by the Board of Directors, and shall be responsible
for all monies and other property of the corporation in his custody, and shall perform all duties incident to the
office of Treasurer, subject to the control of the Board of Directors. He shall do and perform such other duties

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as may from time to time be assigned to him by the Board. If required by the Board, he shall give bond for the
faithful discharge of his duties in such sum and with such surety or sureties as the Board may require. The
Board shall have authority to appoint an Assistant Treasurer if deemed necessary in the Board's discretion.

6. Secretary. The Secretary shall keep minutes of all proceedings of the Board and shall record all
notes of the Directors in books provided and kept for that purpose; the Secretary shall attend to the giving and
serving of all notices for the corporation and shall in general perform all the duties incident to the office of
Secretary, subject to the control of the Board. He shall also perform such other duties as may be assigned to
him by the Board. The Board shall have the authority to appoint an Assistant Secretary if deemed necessary in
the Board's discretion.

7. Vacancies. All vacancies among the executive officers from whatsoever cause shall be filled
by the Board of Directors.

8. Compensation. The board shall fix the compensation, if any, of all officers of the corporation.

ARTICLE X - CONTRACTS, CHECKS, DEPOSITS AND FUNDS

1. Authorization. The Board of Directors may authorize any officer or officers, agent or agents, 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 specific instances. All checks, drafts, or other orders for the
payment of money, notes, or other evidences of indebtedness issued in the name of the corporation shall be
signed by such officer or officers, agent or agents, of the corporation and in such manner as shall from time to
time be determined by resolution of the Board of Directors.

2. Loans. No loan shall be contracted on behalf of the corporation and no negotiable papers shall
be issued in its names unless authorized by the vote of the Board of Directors. When authorized by the Board
of Directors so to do, any officer or agent of the corporation may effect approved loans and advances at any
time for the corporation from any bank, trust company or other institution or from any firm, corporation or
individual, and may make, execute and deliver promissory notes, bonds, or other certificates or evidence of
indebtedness of the corporation with respect thereto. Such authority shall be confined to specific instances. All
bills, notes, checks, or other negotiable instruments of the corporation shall be in the name of the corporation
and shall be signed by an officer of the corporation or any other person duly authorized by the Board of
Directors in such person's official representative capacity.

3. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to
time to the credit of the corporation in such banks, trust companies or other depositories as the Board of
Directors may select, or as may be selected by any officer or officers, agent or agents of the corporation to
whom such power may from time to time be delegated by the Board. For the purpose of such deposits, the
President, Secretary, Treasurer or any other officer or agent to whom such power may have been given shall
have the power to deliver checks, drafts, and other orders for the payment of money.

4. Acceptance of Gifts. The Board of Directors or any officer or officers or agent or agents of the
corporation to whom such authority may be delegated by the Board, may accept on behalf of the corporation
any contribution, gift, bequest or devise for the general purposes or for any special purpose of the corporation.

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 5. Audits. Upon affirmative vote of the Board of Directors, the accounts of the corporation will
be audited by a reputable independent accountant, whose report shall be submitted to each member of the
Board.

6. Bond. At the direction of the Directors, any officer or employee of the corporation shall be
bonded. The expense of furnishing any such bond shall be paid by the corporation.

ARTICLE XI - NOTICE AND WAIVER

1. Notice. Any notice required to be given under these By-Laws may be given by mailing the
same, addressed to the person entitled thereto at his address as shown on the books of the corporation and such
notice shall be deemed to have been given at the time of such mailing. When delivered personally or by hand,
the notice shall be deemed delivered when actually received.

2. Waiver of Notice or Lapse of Time. Whenever under the provisions of law or these By-Laws,
the Board or any committee is authorized to take any action after notice to any person or persons or after the
lapse of a prescribed period of time, such action may be taken without notice and without the lapse of such
period of time, if at any time before or after such action is completed the person or persons entitled to such
notice or entitled to participate in the action to be taken submits a signed waiver of notice of such requirement.

ARTICLE XII - MISCELLANEOUS

1. Seal. The corporation shall have no seal.

2. Fiscal Year. The fiscal year of the corporation shall end on the 31st day of December in each
calendar year, or otherwise as the Board of Directors may determine.

ARTICLE XIII - INDEMNIFICATION

The corporation shall indemnify officers, directors and other persons in accordance with Section 13.1-
875 et seq. of the Virginia Code.

ARTICLE XIV LIABILITY

The Directors of the corporation shall not be personally liable to the corporation for monetary damages
for breach of fiduciary duty as a director, provided that the foregoing shall not limit the liability of a director
for: (a) any breach of duty of loyalty to the corporation; (b) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of the law; (c) for unlawful distributions under Virginia Code
13.1-692, as amended; or (d) any act or omission occurring prior to the date when these provisions become
effective.

ARTICLE XV - AMENDMENT

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 1. By-Laws. These By-Laws may be altered, amended, or repealed by the Board at any regular
meeting or at any special meeting called for that purpose, provided, however, that notice of the proposed
amendment, alteration or repeal shall be given to each Director at least ten (10) days prior to the date of the
meeting at which the By-Laws are to be altered, amended or repealed; provided, however, that no notice shall
be required if all directors are present and all vote in favor of the amendment.

2. Charter. The Board of Directors, by a vote of three-fourths of all Directors entitled to vote,
shall have the power to make, alter, or amend the charter of the corporation at any regular or special meeting of
the Board.

Adopted as of the ______ day of November, 20_ _.

____________________________________
SECRETARY