Bylaws and Articles of Association

Article I: Name and Purpose

Section 1.1 Name and Principal Office

The name of the corporation is Norwich University, hereinafter referred to as the “University”. The principal office of the University in the State of Vermont shall be in Northfield, Vermont.

Section 1.2 Purpose

The University is organized exclusively for educational and charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code. The University’s primary purpose is “To give our youth an education that shall be American in its character — to enable them to act as well as to think — to execute as well as conceive — to ‘tolerate all opinions when reason is left free to combat them’ — to make moral, patriotic, efficient, and useful citizens, and to qualify them for all those high responsibilities resting upon a citizen of this free republic.”

Section 1.3 Fiscal Year

The fiscal year of the University shall end on May 31 of each year.

Article II: Membership Structure

Section 2.1 Membership

The University shall not have any members as defined in Vermont statute. All rights that would otherwise be vested in the members shall be vested in the Board of Trustees (from time to time referred to in these bylaws as the “Board”; member(s) of the Board of Trustees may be referred to as “Trustee(s)”, “Board member(s)”, or “member(s) of the Board”).

Section 2.2 Rights of Interested Parties

Although the University does not have members, individuals or organizations interested in the mission of the University may be invited to participate in certain activities or events, but these parties shall not have any voting rights or governance responsibilities.

Article III: Board of Trustees

Section 3.1 General Powers

The Board of Trustees shall manage the affairs, property, and business of the University. The Board of Trustees shall have fiduciary responsibilities that embrace three primary duties: duty of care, duty of loyalty, and duty of obedience; and the authority to make decisions regarding the University’s mission, strategy, policies, and finances. The Board of Trustees shall appoint the President and ensure compliance with legal and ethical standards.

Section 3.2 Number of Board Members

The Board of Trustees shall consist of no fewer than ten (10) and no more than thirty‑five (35) Trustees. The exact number will be determined at each annual meeting based on University needs. To address unexpected vacancies or special needs between annual meetings, the Board may increase or decrease the number of Trustees upon recommendation of the Trusteeship and Governance Committee.

Section 3.3 Election and Term

Trustees shall be elected by majority vote of the Board of Trustees. New and incumbent Trustees eligible for election or re‑election shall be nominated by the Trusteeship and Governance Committee and elected at the annual meeting or another regularly scheduled meeting.

Each Trustee shall serve for three (3) four (4) year consecutive terms. The President of the University shall serve as a Trustee during their term of service and is not subject to term limits.

An exception to the 12‑year term limit does not apply to a Trustee elected as Chair, allowing the Chair to complete their current term and, if applicable, a consecutive term under Section 3.6.

Section 3.4 Resignation and Removal

A Trustee may resign at any time by providing written notice to the Chair. Any Trustee may be removed with or without cause by a two‑thirds (2/3) vote of the Board of Trustees.

Section 3.5 Vacancies

Upon a vacancy, the Board shall determine whether to fill it based on University needs as described in Section 3.2. If filled, the new Trustee shall serve a four‑year term.

Section 3.6 Chair of the Board and Vice Chair(s): Responsibilities and Term

The Chair of the Board shall lead the Board’s governance and oversight responsibilities for a term of up to five (5) years. The Chair may serve consecutive terms, and the Board may extend the Chair’s service beyond Trustee term limits in Section 3.3.

The Chair presides over all Board meetings, sets meeting agendas in consultation with the President and Trustees, and ensures fulfillment of fiduciary responsibilities. The Chair also serves as the primary liaison between the Board, the President, and the University administration.

The Chair shall be nominated by members of the Board (other than the President) with assistance from the Trusteeship and Governance Committee. The Chair is elected by majority vote of the Trustees. Vacancies may be filled by the Board for the remainder of the unexpired term.

The Vice Chair(s), in a number determined by the Chair, shall be nominated by the Chair and appointed by the Board to serve a two‑year (2) term. Vice Chair(s) assist the Chair in fulfilling fiduciary duties. In the Chair’s absence or inability to act, the Vice Chair(s), in order of length of service, shall perform the duties of the Chair.

Section 3.7 Meetings

1. Regular meetings: At least three (3) regular meetings per year shall be held, including the annual meeting. The annual meeting shall be held in Northfield unless the Executive Committee assigns a different location. The Secretary shall provide at least 10 days’ notice for all regular and special meetings.
2. Special meetings: May be called by the Chair or upon written request by 5% or more of the Trustees. Notice must be given no fewer than 10 nor more than 60 days prior to the meeting date.
3. Emergency meetings: May be called if all Trustees provide written consent.
4. Quorum: A majority of Trustees then in office constitutes a quorum, but never fewer than one‑third of the number fixed in Article Six, Section 3, of the Articles of Association. If a quorum is not present, those in attendance may adjourn and reconvene within 60 days without further notice.
5. Voting: Each Trustee has one vote. Unless otherwise stated, matters are decided by majority vote when a quorum is present. Proxy voting is prohibited.
6. Conduct of meetings: Meetings may be conducted collegially. For resolving points of order or procedure, a current edition of Robert’s Rules of Order should be used.

Section 4.1: The Officers

The officers of the University shall be:

1. The President of the University
2. Provost of the University
3. Treasurer
4. One or more additional Vice Presidents
5. Secretary of the University
6. Such other officers as the President may recommend

Section 4.2: Election and Term of Office

1. Election: The corporate officers, other than the President, shall be recommended by the President and elected by the Board of Trustees at its annual meeting or at such other times as the Board may determine. The Board may appoint such other officers as it shall deem advisable, to hold office at the pleasure of the Board. Officers will be elected by a majority vote of the Trustees then in office and present at the meeting.
2. Term: Each officer shall serve a term of one (1) year and may serve consecutive terms if re‑elected by the Board of Trustees. An officer may be removed from office at any time by a majority vote of the Board of Trustees.
3. Resignation: Any officer may resign their position by submitting written notice to the President and the Chair of the Board of Trustees.

Section 4.3: Duties of Corporate Officers

1. President: The President shall be the Chief Executive Officer of the University, responsible for the general and active management of the affairs of the University. The President will focus the leadership team on accomplishing the strategic plan, as approved by the Board, and in alignment with the Norwich mission. The President will hire, evaluate, and determine the retention of all members of the management team. The President shall implement policies and directives approved by the Board of Trustees and shall have the authority to sign contracts and other documents on behalf of the University, subject to Board limitations. The President shall serve as a Trustee for the term of their service with full rights, except on matters pertaining to their employment or compensation.
2. Provost: The Provost of the University shall have general responsibility under the President for the development, implementation, and administration of the academic affairs of the University. The Provost shall be the senior officer of the University under the President, shall preside at meetings of all ruling bodies, departments, and University boards when the President is not present at such meetings, and in the absence or vacancy of the President shall assume the President’s powers and duties until another appointment or arrangement is made by the Board.
3. Treasurer: The Treasurer shall be the Vice President and Chief Financial Officer of the University and shall oversee the financial operations of the University, including management of funds, preparation of financial statements, and reporting on the financial status of the University. The Treasurer shall ensure that the University’s financial practices comply with applicable laws, regulations, and best practices in nonprofit financial management.
4. Vice Presidents (additional): The Vice Presidents shall have such powers and perform such duties as may be prescribed by the Board or delegated by the President. Each Vice President, if delegated in writing by the President, may execute contracts and other instruments as required for the University’s business.
5. Secretary: The Secretary shall be responsible for providing notice of meetings, maintaining the University’s official records and documents, and ensuring that all actions of the Board are documented in compliance with applicable laws and regulations. The Secretary shall maintain accurate minutes of the Board of Trustees and ensure these records are safely stored and available for Board review. With permission from the President, the Secretary may delegate duties to an Assistant Secretary.

Section 4.4: Delegation of Authority

In the absence or incapacity of any officer of the University, or for any other reason deemed sufficient by the Board of Trustees, the Board may delegate, for the time being, the powers or duties of such officer to any other officer or any Trustee, provided that such delegation is consistent with the bylaws and applicable laws.

Section 4.5: Compensation of Officers

The Board of Trustees shall ensure that the compensation of the corporate officers is consistent with the University’s compensation philosophy and reflects the responsibilities and performance of the officers.

Section 5.1: Establishment of Committees

The Board of Trustees may establish standing and ad hoc committees as deemed necessary to carry out the governance and operational functions of the University. The Board of Trustees may, in the best interest of the University, appoint non‑trustees to serve on committees. Committees shall be established by a resolution adopted by a majority vote of the Board of Trustees. Each committee shall have the authority to perform the duties and responsibilities delegated to it by the Board of Trustees, as specified in these bylaws or in the resolution establishing the committee.

1. The Chair of the Board shall appoint the chairs and vice chairs of all committees of the Board for a renewable one (1) year term.
2. Upon the recommendation of the Trusteeship and Governance Committee, in collaboration with the Chair, trustees shall be appointed to committees by the Board at its annual meeting for a renewable one (1) year term.
3. The Board may from time to time create such other committees as shall seem advisable. Any committee, if adopted through a resolution of a majority of the Board of Trustees, may exercise the authority of the Board in the management of the University to the extent provided in such resolution.
4. All committees shall hold regular meetings each year. The President and the Chair of the Board shall be ex officio voting members of each committee of the Board, except the President shall not be a voting member of the Audit Committee.
5. Each standing committee shall adopt, and periodically review, a charter setting forth the committee’s purpose, responsibilities, composition, and other rules as seem advisable for the conduct of its affairs. The Board shall review and approve the initial charter. In the event of a conflict between the bylaws and the charter, the bylaws shall control.

Section 5.2: Standing Committees

The following standing committees shall be established and maintained by the Board of Trustees. The Secretary of the Board of Trustees will maintain all records associated with committee work. The President shall assign the appropriate liaison(s) to each committee to foster shared governance, enable timely information flow between governance and management, and support the implementation of each committee’s work.

1. Executive Committee

The Executive Committee shall consist of the Chair of the Board of Trustees, the Vice Chair(s), the President, and all committee chairs. The Executive Committee shall have and exercise all the powers and authority of the Board of Trustees during intervals between Board meetings, except as limited by law or by the Articles of Association. The Executive Committee shall oversee the annual evaluation of the President.

The Executive Committee shall not have the power to remove members of the Board or officers of the University or Board; it shall not have the power to consent to the conferring of degrees, diplomas, honors, or licenses except honorary degrees; it shall not have the power to conduct the affairs of the University in conflict with the general policy adopted by the Board. It shall conduct affairs in conformity with such policy.

2. Investment Committee

The Investment Committee shall consist of the President and three (3) or more Trustees chosen by the Board of Trustees at each annual meeting. The committee shall supervise and be responsible for the investment of all funds and securities of the University not immediately required for current expenses.

3. Finance Committee

The Finance Committee shall consist of three (3) or more Trustees chosen by the Board of Trustees at each annual meeting. The President shall submit to the Chair of the Finance Committee a tentative budget for all departments and University expenses, including capital budgets, for the next fiscal year no later than four weeks before the annual Board meeting but no later than May 1 each year.

The Finance Committee shall submit the tentative budget, with such changes as it deems proper, for approval by the Board of Trustees at the annual meeting. Upon approval, the tentative budget becomes the approved University budget for the subsequent fiscal year. The Treasurer may make payments in accordance with the approved budget. The Finance Committee is charged with periodic reviews of operating results and all other financial functions typically performed by the Office of the Treasurer.

4. Audit Committee

The Audit Committee shall consist of three (3) or more Trustees chosen by the Board of Trustees at each annual meeting. The committee shall oversee the financial reporting process, internal controls, compliance with legal and regulatory requirements, and the performance of internal and external auditors.

The committee ensures that the University maintains transparency, accountability, and integrity in its financial management, while safeguarding institutional assets and upholding fiduciary responsibilities. The committee ensures the University’s compliance with all relevant laws, regulations, and standards applicable to nonprofit institutions, including conflict of interest policies, whistleblower policies, and federal statutes governing nonprofit universities (e.g., Title IX, Title IV).

5. Trusteeship and Governance Committee

The Trusteeship and Governance Committee shall consist of three (3) or more Trustees chosen by the Board of Trustees at each annual meeting. The committee serves as the nominating committee of the Board and is responsible for overseeing and ensuring the effectiveness of governance practices.

The committee’s primary duties include developing, reviewing, and recommending policies concerning the Board’s structure, composition, and function; identifying and recruiting qualified candidates for Board membership; facilitating Board member orientation and continuing education; and assessing the performance of the Board and its members. Additionally, the committee reviews and recommends changes to the University’s bylaws and other governing documents.

6. Human Resources and Compensation Committee

The Human Resources and Compensation Committee shall consist of three (3) or more Trustees chosen by the Board of Trustees at each annual meeting. The committee oversees the University’s human capital strategy, policies, and practices, with particular focus on executive compensation, leadership development, and employee well‑being.

The committee ensures that the University attracts, retains, and motivates talented personnel while aligning compensation practices with the institution’s mission, strategic goals, and fiscal health.

Article VI: The Faculty

Section 6.1: Faculty Members

The faculty shall consist of the dean or deans and the appointed professors, associate professors, assistant professors, and instructors.

Section 6.2: The University Year

Each University year shall begin and end on dates as determined by the Trustees in consultation with the President.

Section 6.3: Outside Employment

No member of the faculty or any employee shall absent themself from duty or give their time or attention to any remunerative employment or business during their employment without written permission of the President.

Article VII: Government of Faculty and Students

Orders, Rules, Regulations

The President shall be responsible for the publication of all orders, rules, and regulations by which the faculty, staff, corps of cadets, and students are governed.

Article VIII: Effect of Bylaws

Section 8.1: Effective Date

These bylaws shall become effective upon approval by a majority of the Trustees in office at any annual or special meeting.

Section 8.2: Repeal of Prior Bylaws

All bylaws previously in force shall be repealed upon approval of these bylaws.

Section 8.3: Retention of Officers, Trustees, and Others

All Trustees, members of committees of the Board of Trustees, and officers holding office at the time of approval of these bylaws shall continue in office until the end of the respective terms for which they were elected or appointed.

Section 8.4: Performance of Contracts

All employment contracts in effect at the time of approval of these bylaws shall remain in full force and effect and shall be performed by the University according to their terms.

Article IX: Indemnification

As provided by statute and by Article Four, Section 1(n) of the Articles of Association, the University shall indemnify any trustee, officer, former trustee, or former officer of the University, or any person who has served at the University’s request as a director, trustee, or officer of another corporation in which it owns shares or is a creditor, against expenses actually and reasonably incurred in connection with the defense of any civil or criminal action in which they are made a party by reason of such service.

Indemnification shall not apply to matters in which they are adjudged liable for gross negligence or misconduct in the performance of duty to the University. The University may provide additional indemnification for actions taken or omitted on its behalf if authorized by a resolution adopted by two‑thirds (2/3) of the Trustees then in office.

Article X: Amendment of Bylaws

Section 10.1: Power of Trustees

These bylaws may be amended, in whole or in part, at any time by a majority vote of the Trustees in office at any regular, annual, or special meeting.

Article One
Name
Corporate Name
Section 1. The name of the corporation shall be Norwich University.

Article Two
Duration
Perpetual Succession
Section 1. The corporation shall endure perpetually and shall have perpetual succession by its name.

Article Three
Members
No Members
Section 1. A corporation is not required to have members (11B V.S.A. § 6.03).

General Powers (11B V.S.A. § 3.02)
Section 1. The corporation shall have the power:

Perpetual Succession
(a) To have perpetual succession by its corporate name.

Adversary Proceedings
(b) To sue and be sued, complain, and defend in its corporate name.

Seal
(c) To have a corporate seal, which may be altered at pleasure, and to use the same seal by causing it, or a facsimile thereof, to be impressed, or affixed, or in any other manner reproduced.

Real and Personal Property Transactions
(d) To purchase, take, receive, lease, take by gift, devise or bequest, or otherwise acquire, own, hold, improve, use, and otherwise deal in and with real and personal property, or any interest therein, wherever situated.
(e) To sell, convey, mortgage, pledge, lease, exchange, transfer, and otherwise dispose of all or any part of its property and assets.

Loans and Assistance
(f) To lend money to its employees other than its trustees, and otherwise assist its employees, officers, and trustees.

Interests in Other Corporations and in Governments
(g) To purchase, take, receive, subscribe for, or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose of, and otherwise use and deal in and with, shares or other interests or obligations of other domestic or foreign corporations (whether for profit or not for profit), associations, partnerships, or individuals, or direct or indirect obligations of the United States or of any other government, state, territory, governmental district, or municipality, or of any instrumentality thereof.

Contracts and Liabilities
(h) To make contracts and incur liabilities; borrow money at such rates of interest as the corporation may determine; issue its notes, bonds, and other obligations; and secure any of its obligations by mortgage or pledge of all or any of its property, franchises, or income.

Loans, Investments, Security
(i) To lend money for corporate purposes, invest and reinvest its funds, and take and hold real and personal property as security for the payment of funds so loaned or invested.

Places of Conduct of Affairs
(j) To conduct its affairs, carry on its operations, and have offices and exercise the powers granted by law in any state, territory, district, or possession of the United States, or in any foreign country.

Officers and Agents
(k) To elect or appoint officers and agents of the corporation, who may be trustees, and to define their duties and fix their compensation.

Bylaws
(l) To make and alter bylaws, not inconsistent with these Articles of Association or with the laws of Vermont, for the administration and regulation of the affairs of the corporation.

Donations
(m) To make donations for the public welfare or for charitable, scientific, or educational purposes; and, in time of war, to make donations in aid of war activities.

Indemnification of Trustees, Officers, and Others
(n) To indemnify any trustee or officer or former trustee or officer of the corporation, or any person who may have served at its request as director, trustee, or officer of another corporation in which it owns shares of capital stock or of which it is a creditor, against expenses actually and reasonably incurred by them in connection with the defense of any action, suit, or proceeding, civil or criminal, in which they are made a party by reason of being or having been such director, trustee, or officer, except in relation to matters as to which they shall be adjudged in such action, suit, or proceeding to be liable for gross negligence or intentional misconduct in the performance of duty to the corporation; and to make any other indemnification that shall be authorized by the bylaws or by resolution adopted by two‑thirds of the trustees then in office.

Cessation of Operations
(p) To cease its corporate activities and surrender its corporate franchise.

Necessary and Convenient Powers
(q) To have and exercise all powers necessary or convenient to effect any or all of the purposes for which the corporation is authorized.

Purpose and Government (118 V.S.A. §§ 3.01 & 3.02)
Section 1. The purposes of the corporation shall be:

Educational Programs
(a) To conduct coordinated educational programs of higher learning by operating a residential campus in Northfield, Vermont, with two‑year, four‑year, post‑graduate, and graduate programs. It shall endeavor to maintain conditions leading to the proper and wholesome development—intellectually, spiritually, and physically—of the students; provided, however, that the Board of Trustees of the corporation, by a majority vote of the trustees at any regular or special meeting, may locate additional sites of the institution at any place or places in or outside the State of Vermont.

Location of University – Programs of Study
(b) To furnish at Northfield, or wherever the university may be located, programs of study generally, and also a course of military training, both theoretical and practical, and in connection therewith to establish and maintain at Northfield a Corps of Cadets.

Diplomas, Degrees, Honors & Licenses
(c) To give and confer through the president, and with approval of the trustees, diplomas, degrees, honors, and licenses such as those usually given or conferred by colleges and universities; and to give and confer, by the trustees or the executive committee at their discretion, honorary degrees, provided that in so doing they shall have respect to the morals and merits of each proposed recipient.

Government and Management
(d) To perform its functions and obligations and to exercise its rights, powers, privileges, and immunities through its trustees and officers now in office and hereafter elected or appointed pursuant to the bylaws duly adopted as hereinafter provided. To that end, the trustees shall have and exercise the government of the corporation, together with the care and management of all matters and affairs belonging thereto, and shall have power to make and establish all such reasonable and proper bylaws, rules, and regulations as may be necessary for the government and management of the corporation and for the government, instruction, and education of its students.

The trustees may repeal, alter, amend, or modify, from time to time as they may see fit, any bylaw, law, rule, or regulation in the manner provided in the bylaws of the corporation, provided that the same be not contrary to the Constitution and laws of Vermont or of the United States; and provided also that no law, rule, or regulation of a sectarian character respecting race, color, or religion shall be adopted or imposed. Such bylaws, laws, rules, and regulations shall be submitted to the General Assembly of Vermont upon demand of that body and may be disallowed, altered, or repealed by it if found to be unreasonable or contrary to law or to the Constitution of Vermont or of the United States.

Norwich University has at all times had, and will continue to have, a racially non‑discriminatory policy as to students and employees and therefore does not discriminate against applicants, students, or employees on the basis of race, color, or national or ethnic origin.

Trustees, Committees and Officer (11B V.S.A. §§ 8.01, 8.03, 8.04, 8.05, 8.06, 8.20, 8.22, 8.25)

Voting Power
Section 1. Directors of the corporation have been referred to herein as trustees, and they shall be called trustees so long as they so desire and the law permits. Directors (trustees in this case), by whatever name called, shall have the sole voting power, since the corporation has no members.

Number of Trustees
Section 2. There shall never be fewer than ten (10) nor more than thirty‑five (35) trustees.

Meetings of Trustees
Section 3. Meetings of the trustees may be held within or without the State of Vermont. However, at least two regular meetings (the annual meeting and another) shall be held each year, one of which shall be held at Northfield, Vermont. Meetings shall be held on such notice as the bylaws shall prescribe. A quorum for any meeting shall be set forth in the bylaws, but in no event shall it be less than one‑third of the last exact number of trustees fixed pursuant to Article Six, Section 4 of these Articles of Association (11B V.S.A. § 8.20).

Election of Successors
Section 4. The successors to present trustees (the same number, or fewer but not less than ten, or more than thirty‑five) shall be elected as provided in the bylaws. The trustees, at any regular or special meeting, shall determine the exact number of trustees and the length of the term each shall serve.

Committees and Their Powers
Section 5. The trustees, by resolution adopted at a regular or special meeting, may designate and appoint one or more committees, each of which shall consist of three or more trustees. These committees, to the extent provided in such resolution or in the bylaws of the corporation, shall have and exercise all authority of the Board of Trustees, except that no such committee shall have authority in reference to amending, altering, or repealing the bylaws; electing, appointing, or removing any member of any such committee or any trustee or officer of the corporation; amending the Articles of Association; restating Articles of Association; adopting a plan of merger or consolidation with another corporation; authorizing the sale, lease, exchange, or mortgage of all or substantially all of the property and assets of the corporation; authorizing the voluntary dissolution of the corporation or revoking proceedings therefor; adopting a plan for the distribution of the assets of the corporation; or amending, altering, or repealing any resolution of the Board of Trustees which by its terms provides that it shall not be amended, altered, or repealed by such committee. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Trustees or any individual trustee of any responsibility imposed upon it or them by law.

Officers
Section 6. The officers of the corporation shall consist of a president; one or more vice‑presidents, as may be prescribed by the bylaws; a secretary; a treasurer; and such other officers and assistant officers as may be deemed necessary, each of whom shall have the authority prescribed by the bylaws and shall be elected or appointed as hereinafter provided. In the absence of any such provision, all officers shall be elected or appointed annually by the Board of Trustees. Any two or more offices, except the offices of president and secretary, or treasurer and comptroller, may be held by the same person.

Election of Successors
Section 7. The successors to the present officers, and those elected under Section 8 of this Article, shall be elected or appointed at the times, in the manner, and for the terms stated in the bylaws.

Officers to Be Elected to Executive Committee
Section 8. The Board of Trustees, at any regular or special meeting, shall elect the officers and the members of the Executive Committee, which shall consist of the chairman of the Board of Trustees, the vice chairs, the president, and all committee chairs. The chairman of the board shall be chairman of the Executive Committee.

Amendments (11B V.S.A. §§ 10.01, 10.02, 10.03, 10.05)

Power to Amend
Section 1. The corporation may amend its Articles of Association, from time to time, in any and as many respects as may be desired, so long as its Articles of Association as amended contain only such provisions as are lawful under the statutes of Vermont.

Manner of Amendment
Section 2. If there are no members of the corporation, or no members entitled to vote thereon, an amendment shall be adopted at a meeting of the Board of Trustees upon receiving the affirmative vote of a majority of the trustees in office.

Number of Amendments
Section 3. Any number of amendments may be submitted and voted upon at any one meeting.

Section 4. The Articles of Amendment shall be executed by the corporation by its president or a vice‑president and by its secretary or an assistant secretary and shall set forth:

(1) The name of the corporation;
(2) The amendment so adopted;
(3) If there are no members, or no members entitled to vote thereon, a statement of such fact, the date of the meeting of the Board of Trustees at which the amendment was adopted, and a statement of the fact that such amendment received the vote of a majority of the trustees in office.

Delivery to and Certification by Secretary of State
Section 5. The Articles of Amendment shall be delivered to the Secretary of State who, upon finding that they conform to law, shall file them, issue a Certificate of Amendment in duplicate, and return them to the corporation or its representative.

Effective Date
Section 6. The amendment shall become effective upon the issuance of the certificate by the Secretary of State.

Effect Upon Litigation & Rights of Others
Section 7. No amendment shall affect any existing cause of action in favor of or against the corporation, or any pending action to which the corporation shall be a party, or the existing rights of persons other than members, if any; and, in the event that the corporate name shall be changed by amendment, no action brought by or against the corporation under its former name shall abate for that reason.

Restatement

Power to Reinstate
Section 1. The Board of Trustees may restate the Articles of Association at any time.

Amendments Included
Section 2. The restatement may include one or more amendments to the articles, which must be adopted as provided in Article Seven.

Delivery and Certification to Secretary of State
Section 3. The corporation, restating its articles, shall deliver to the Secretary of State articles of restatement, including the name of the corporation and the text of the restated articles of incorporation, together with a certificate stating, to the best of its knowledge and belief:

(1) Whether the restatement contains an amendment to the articles requiring approval by the members or any other person other than the Board of Trustees and, if it does not, that the Board of Trustees adopted the restatement; or
(2) If the restatement contains an amendment to the articles requiring approval by the members; and
(3) If the restatement contains an amendment to the articles requiring approval by a person whose approval is required, a statement that such approval was obtained.

These restated Articles of Association correctly set forth the provisions of the Articles of Association as heretofore amended; further, they have been duly adopted by the vote of a majority of the trustees in office at a duly warned meeting on the 9th day of October 2004. 

Dated at Northfield, in the County of Washington and State of Vermont, this 9th day of October 2004.

These restated Articles of Association correctly set forth the provisions of the Articles of Association as heretofore amended; further, they have been duly adopted by the vote of a majority of the trustees in office at a duly warned meeting on the 25th day of October 2025.

Dated at Northfield, in the County of Washington and State of Vermont, this 25th day of October 2025.