Bylaws and Articles of Association

ARTICLE ONE - OFFICES

PRINCIPAL OFFICE

Section 1. The principal office of the Corporation in the State of Vermont shall be in Northfield, Vermont.

OTHER OFFICES

Section 2. The Board of Trustees may establish such other offices within or without Vermont, as it may deem advisable.

ARTICLE TWO - VOTING POWER AND ITS EXERCISE

VOTING POWER OF TRUSTEES

Section 1. Since the Corporation has no members, the Trustees shall have all voting powers.

ARTICLE THREE - TRUSTEES AND THEIR MEETINGS

NUMBER OF TRUSTEES

Section 1. The whole Board of Trustees shall consist of such number of Trustees, not less than three (3) nor more than thirty-five (35), as shall be determined by the Trustees at any annual, regular or special meeting. The number of Trustees so determined, minus the number of Trustees whose terms have not expired, may thereafter be elected at the same meeting at which the determination is made. If, after such election, less than 35 Trustees constitute the whole Board of Trustees, the number comprising the whole Board may be increased from time to time to not more than 35 Trustees by the Trustees. When the Trustees determine to so increase the number of Trustees, such additional Trustees shall thereafter be elected at the meeting in which the determination is made.

POWER OF TRUSTEES

Section 2. Subject to provision of law, the Articles of Association and these Bylaws, the Board of Trustees shall have power to exercise all the powers of the Corporation.

ANNUAL MEETING

Section 3. The annual meeting of the Board of Trustees shall be held in Northfield on a day determined by the Executive Committee at an hour determined by the Chairman provided, however, that the Executive Committee in any year may fix a different place, within or without the State. If and when this is done the Secretary shall thereupon give at least 10 days notice thereof to all Trustees then in office in the manner hereinafter provided.

When in any year the annual meeting is not held in Northfield, at least one other meeting must be held in Northfield.

SPECIAL MEETING

Section 4. A special meeting shall be held at such time and place, within or without the State, as the Chairman shall direct or upon a request in writing to the Chairman by three (3) Trustees.

ADJOURNED MEETINGS

Section 5. Any meeting (annual, regular, special or adjourned) may be adjourned to another time or to another time and place by a vote of a majority of Trustees present at any meeting. When a quorum is not present at the time and place of any meeting called in accordance with these Bylaws those present shall adjourn the meeting to another time or to another time and place. Reasonable notice shall be required for an adjourned meeting by mail, telephone, telegraph or in person.

NOTICE OF MEETINGS

Section 6. At least 10 days notice of all meetings (except adjourned meetings) specifying the time and place thereof shall be given in writing to each Trustee; provided, however, that any meeting may be held on less than ten (10) days notice with waiver and consent in writing by all Trustees.

QUORUM

Section 7(a). The quorum shall consist of a majority of the Trustees serving (in office) immediately before the meeting begins as provided in Article Six, Section 4, of the Articles of Association.

Section 7(b). Notwithstanding the above, approval of the following shall require an affirmative vote by a majority of the Trustees then in office:

(1) Hiring/removal of the President.
(2) Approval of the annual budget and the selection of the outside auditors.
(3) Approval/modification of the President’s proposals concerning the future direction and vision of the University.
In the event that a majority of the board cannot agree as to what constitutes “future direction and vision of the University,” the opinion of a majority of the executive committee shall decide.

BUSINESS AT MEETINGS

Section 8. Any business which may be done at the annual or a regular meeting of the Board of Trustees may be done at an adjourned annual or regular meeting of the Board or at a special or an adjourned special meeting of the Board.

ACTION BY CONSENT

Section 9. Any action consented to in writing by a majority of Trustees shall be as valid as if adopted by the Board of Trustees at a duly held meeting thereof, provided that such written consent is inserted in the minutes book. Such consent shall have the same force and effect as a majority vote, and may be stated as such in any articles or documents filed with the Secretary of State under 11B V.S.A. 10.05 & 10.06.

CONDUCT OF MEETINGS

Section 10. Meetings may be conducted in a process of orderly collegiality. In order to resolve a particular point of order or procedure, a current edition of Robert’s Rules of Order should be used.

PROXY VOTING

Section 11. Proxy voting is prohibited.

ARTICLE FOUR - COMMITTEES

COMMITTEES OF BOARD OF TRUSTEES

Section 1. Committees of the Board of Trustees shall be the Executive Committee, the Investment Committee, the Budget and Finance Committee, the Audit Committee and such other committees as the Board shall designate.

EXECUTIVE COMMITTEE

Section 2. The Executive Committee shall consist of nine (9) Trustees: the Chairman of the Board of Trustees and eight other Trustees chosen by the Board of Trustees at an annual meeting. Said eight Trustees shall serve for a term of one year or more as the Trustees may determine. This committee may, by unanimous vote of the members in attendance at a regularly called meeting of the committee, increase the membership to a total not to exceed 15.

POWERS OF THE EXECUTIVE COMMITTEE

Section 3. The Executive Committee shall have and exercise all the powers and authority of the Board of Trustees during all intervals between meetings of the Board of Trustees, except as limited by law, or by the Articles of Association. However, it shall not have power to remove members of the Board or officers of the University or Board; it shall not have power to consent to the conferring of degrees, diplomas, honors or licenses, except honorary degrees; it shall not have power to conduct the affairs of the University in any phase thereof in conflict with the general policy adopted from time to time by the Board; but, on the other hand, shall conduct such affairs in conformity with such policy.

REPORT OF THE EXECUTIVE COMMITTEE

Section 4. The Executive Committee shall report any acts to the next ensuing meeting of the Board of Trustees.

RECORD OF EXECUTIVE COMMITTEE

Section 5. Separate records of the activities of the Executive Committee shall be kept and submitted to the Board of Trustees by the Secretary from time to time.

SECRETARY OF THE BOARD AND EXECUTIVE COMMITTEE

Section 6. The Secretary of the Corporation shall serve as the Secretary of the Board of Trustees and of the Executive Committee.

INVESTMENT COMMITTEE

Section 7. 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 have supervision of and be responsible for the investment of all funds and securities of the University not immediately required for current expenses. The Chairman of the Board of Trustees shall designate the Chairman and the Secretary of the Committee.

BUDGET & FINANCE COMMITTEE

Section 8. The Budget and Finance Committee shall consist of three or more Trustees chosen by the Board of Trustees at each annual meeting. The Chairman of the Board of Trustees shall designate the Chairman and Vice Chairman of the Committee.

The President shall submit to the Chairman of the Budget and Finance Committee no later than May 1st of each year, or earlier if required by the Chairman of the Board of Trustees, a tentative budget for the fiscal year next beginning. Such tentative budget shall show in detail the estimated expenditures necessary for the proper maintenance of the several departments of the Corporation and the respective amounts necessary for repairs, renewals, additions, and improvements. The Budget Committee shall submit the tentative budget with such changes as it thinks proper for approval by the Board of Trustees at the annual meeting. Upon its approval by the Board, the tentative budget will become the approved University budget for the subsequent fiscal year.

The Treasurer may make payments in accordance with the approved budget.

The Budget and Finance Committee is charged with periodic reviews of operating results and of all other functions as are normally performed by the Office of the Treasurer. The Treasurer is the liaison.

PAYMENTS BY TREASURER REVISED BUDGET

The Treasurer may make payments in accordance with the tentative budget from the time and in the form adopted by the Board of Trustees until either at an adjourned annual meeting of the Board of Trustees or at a special meeting the Board of Trustees may direct otherwise. Each year after receipt of the auditors' report of the operations of the previous fiscal year, the President shall submit to the Budget and Finance Committee, a final budget for that fiscal year. Such budget shall correspond in detail and form to the tentative budget. The Budget and Finance Committee shall recommend such changes in such budget as it deems wise, and submit the same to the Board of Trustees at any adjourned annual meeting or special meeting for consideration.

PAYMENTS BY TREASURER

For the remainder of the fiscal year, the Treasurer may make payments in accordance with the final budget as adopted by the Board of Trustees.

AUDIT COMMITTEE

Section 9. The Audit Committee shall consist of three or more Trustees chosen by the Board of Trustees at each annual meeting. The Committee shall nominate for approval by the Board of Trustees the auditors for the annual examination of the University's financial statements; it shall also meet with the auditors at least twice annually to review the scope of the annual examination and to receive the auditors' annual report.

The Chairman of the Board of Trustees shall designate the Chairman of the Committee.

OTHER COMMITTEES

Section 10. If the Board of Trustees shall designate any other committee or committees consisting of any of the Board's members, it shall do so by resolution which shall specify with respect to each committee, the name of the committee, the number of members constituting the committee, the names of the members, duties of the committee, and the names of the persons who shall act as Chairman and Secretary.

COMMITTEE VACANCIES

Section 11. Any vacancy on any committee may be filled by the Chairman of the Board of Trustees.

ARTICLE FIVE - THE OFFICERS

TITLES

Section 1. The officers of the University Corporation shall be a president, vice presidents, a secretary, one or more assistant secretaries, a treasurer, one or more assistant treasurers, and such persons with such titles as the Board of Trustees shall designate to hold offices of responsibility in administering the affairs of the Corporation.

ELECTION OF OFFICERS

Section 2. All the officers of the Corporation shall be elected by the Board of Trustees. Elections shall be held at the annual meeting or, in circumstances in which it is deemed advisable by the Board of Trustees, at a special meeting.

OFFICERS AS TRUSTEES

Section 3. The Chairman and the Vice Chairman of the Board of Trustees shall be chosen from the members of the Board in office at the time the choice is made. The President of the University shall be a Trustee.

TERM OF OFFICE

Section 4. The term of office of the Chairman and Vice Chairman of the Board of Trustees shall be determined by the Trustees.

AUTHORITY AND DUTIES OF PRESIDENT

Section 5. The President shall be the Chief Executive Officer of the Corporation. He shall be responsible for carrying out the policies of the Corporation as determined by the Board of Trustees. He shall have and exercise general supervision over the business and affairs of the Corporation, and shall supervise and direct all the officers, agents and employees of the Corporation and prescribe such of their duties not otherwise prescribed by statute, the Articles of Association, these Bylaws, or by the Board of Trustees. He shall be responsible for all appointments to and removals from the staff and faculty not made by the Trustees, and shall report all new appointments and changes to the Trustees at their annual meeting.

He shall approve and sign all contracts which involve employment of persons by the Corporation, sign all diplomas issued by the Board, and perform such other duties as the Trustees in accordance with the Articles of Association may require. All checks greater than $50,000 need to have two corporate signatures on the check register. He shall give from time to time to the Board and Board's several committees information respecting the state of the University and recommend such measures as he may deem necessary or expedient, and in transmitting such communications shall express his own views on the same. Such communications or reports shall be in writing whenever feasible or required.

He shall see that all laws, rules and regulations pertaining to the University are faithfully observed.

He shall have authority to give general direction to the instructional affairs of the University.

He shall make regulations for the government of the University and submit them to the Board of Trustees for consideration at an annual or special meeting.

During the temporary absence of the President, Vice President or other officers of the University the President may name a member or members of the staff or faculty to perform these duties. At all other times he may delegate any of the duties he performs as Chief Executive Officer other than his duties specifically set forth in other sections of these Bylaws.

AUTHORITY AND DUTIES OF CHAIRMAN AND VICE CHAIRMAN OF TRUSTEES

Section 6. The Chairman of the Board of Trustees shall preside at all meetings of the Board except that the Vice Chairman shall act in the Chairman's stead when the Chairman is absent or incapacitated.

AUTHORITY AND DUTIES OF DEAN AND VICE PRESIDENTS

Section 7. The Vice President for Academic Affairs and Dean of the Faculty shall perform the duties delegated, and exercise the authority granted, by the Board of Trustees, or the President. As Dean of the Faculty, he shall call, and preside at all meetings of the faculty. In his absence, his duties shall be performed by such officer as may be designated by the President.

Other Vice Presidents, if any, shall have the authority and shall perform the duties assigned by the Board of Trustees or by the President.

AUTHORITY AND DUTIES OF THE SECRETARY

Section 8. The Secretary shall give proper notice of the meetings of the Board and the Executive Committee; he shall act as Secretary of the Board of Trustees and the Executive Committee, and shall keep separate records of the business transacted or other official activities at meetings thereof; he shall keep the common seal of the Corporation and attest the same when required by law; he shall draw up and transmit such papers as belong to his office; he shall be custodian of all important papers relating to the Corporation, including without limitation, contracts, obligations, the Articles of Association, the Bylaws, and all amendments, restatements and alterations thereof; he shall maintain his record books in chronological order, keep them on file on the premises of the University and make any available to the Board of Trustees or the Executive Committee, when requested by the Chairman of the Board or the President, so to do; and he shall do and perform such other duties as pertain to his office and as may be required by the Board of Trustees.

AUTHORITY AND DUTIES OF THE ASSISTANT SECRETARIES

Section 9. The Assistant Secretary or Secretaries shall assist the Secretary in the performance of his duties and shall generally perform all other duties delegated by the Secretary of the Board of Trustees.

AUTHORITY AND DUTIES OF THE TREASURER

Section 10. The Treasurer shall have the authority and be under the duty to take any action hereinbefore assigned to him. He shall receive and keep safely all monies of the Corporation; pay out such money in the manner prescribed heretofore in these Bylaws or hereafter prescribed herein or by the Board of Trustees; and he shall generally do and perform all other duties pertaining to his office which may be required by the Board of Trustees; provided, however, that he shall not pay out any monies except as authorized in an itemized budget of income and expenditures approved by the Trustees and currently in force, or in the case of particular items, as authorized by the Executive Committee, or in case of emergency, by the President. Authorization by the Executive Committee or by the President shall be reported to the Trustees at their next ensuing meeting.

A suitable bond may be required of the Treasurer, his Assistants, or any of his employees, if requested by the Trustees or the President.

LIMITATION RESPECTING EXPENDITURES

Section 11. No officer or employees, other than as provided above, shall obligate the Corporation for any expense not properly authorized.

AUTHORITY AND DUTIES OF THE ASSISTANT TREASURER

Section 12. The Assistant Treasurer or Treasurers shall assist the Treasurer in the performance of his duties and generally perform such other duties as are delegated by the Treasurer or by the Board of Trustees.

APPOINTMENT, AUTHORITY AND DUTIES OF A COMPTROLLER

Section 13. Comptrollers may be appointed by the Board of Trustees and a Comptroller, if there is one, shall supervise the keeping and have custody of all the Corporation's books of account and shall perform those duties usually performed by a Comptroller and report his findings to the Board of Trustees and the President of the University.

Because of the auditing nature of his duties, the Comptroller shall hold no other office.

AUTHORITY AND DUTIES OF THE ASSISTANT COMPTROLLER

Section 14. The Assistant Comptroller or Comptrollers, if there be such, shall assist the Comptroller in the performance of his duties and shall generally perform such other duties in the Comptroller's Department as may be delegated by the Comptroller or by the Board of Trustees.

ARTICLE FIVE (A)

INDEPENDENT AUDIT

At least annually, the financial affairs of the University shall be examined by independent certified public accountants selected and approved by the Board of Trustees. The accountants shall make a report of the results of their examination to the President and Board of Trustees.

ARTICLE SIX - CONTINUITY OF SERVICE OF TRUSTEES AND OFFICERS

Section 1. Each Trustee, each member of each Committee of the Board of Trustees and each officer of the Corporation in office at the time of the designation of his successor shall continue to serve until his successor has been chosen and accepted the office unless the Board of Trustees shall determine otherwise.

ARTICLE SEVEN - REMOVAL FROM OFFICE: VACANCIES

REMOVAL OF TRUSTEES

Section 1. A Trustee may be removed from office by the affirmative vote of two-thirds of the Trustees, after the Trustee whose removal is in issue has been granted a hearing, if requested, at an annual meeting or a special meeting called for the purpose.

REMOVAL OF OFFICER

Section 2. Any officer elected or appointed may be removed from office by the person or persons authorized to elect or appoint such officer whenever in his or their judgment the best interests of the Corporation will be served thereby. The removal of an officer will be without prejudice to the contract rights, if any, of the officer so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

VACANCIES IN BOARD OF TRUSTEES

Section 3. Any vacancy occurring in the Board of Trustees, and any Trusteeship to be filled by reason of an increase in the number of Trustees may be filled by the remaining Trustees.

VACANCIES OF OFFICERS

Section 4. Any vacancy in any office may be filled under the procedure provided in Section 2 of Article Five hereof.

ARTICLE EIGHT - THE FACULTY: THE UNIVERSITY YEAR

FACULTY MEMBERS

Section 1. The faculty shall consist of the Dean or Deans of the appointed Professors, Associate Professors, Assistant Professors and Instructors.

UNIVERSITY YEAR

Section 2. Each University year shall begin and end on dates as determined by the Trustees in consultation with the President.

OUTSIDE EMPLOYMENT ABSENCES

Section 3. No member of the faculty or any employee shall absent himself from duty, or give his time or attention to any remunerative employment or business during term time outside the work for which he is engaged, without written permission of the President.

ARTICLE NINE - GOVERNMENT OF FACULTY AND STUDENTS

ORDERS, RULES, REGULATIONS

Section 1. 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 TEN - EFFECT OF BYLAWS

APPROVAL OF TRUSTEES

Section 1. These Bylaws shall become effective upon approval by a majority of the Trustees in office at any annual or special meeting.

REPEAL OF PRIOR BYLAWS

Section 2. All Bylaws hitherto in force shall be repealed upon approval of these Bylaws as above provided.

RETENTION OF OFFICES TRUSTEES AND OTHERS

Section 3. 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 may have been elected or appointed

.

PERFORMANCE OF CONTRACTS

Section 4. All contracts of employment in effect at the time of approval of these Bylaws shall be continued in full force and effect and shall be performed by the Corporation according to their terms.

ARTICLE ELEVEN - INDEMNIFICATION

COVERAGE OF INDEMNIFICATION

Section 1. As provided by Statute and by Article Four, Section 1 (n) of the Articles of Association, the Corporation shall indemnify any Trustee or Officer or Former Trustee or Officer of the Corporation, or any person who may have served at its request as a 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 him in connection with the defense of any action, suit or proceeding, civil or criminal, in which he is made a party by reason of being or having been such Director, Trustee, or Officer, except in relation to matters as to which he shall be adjudged in such action, suit or proceeding to be liable for gross negligence or misconduct in the performance of duty to the Corporation; and the Corporation shall make any other indemnification for action taken or omitted on its behalf that shall be authorized by a resolution adopted by two-thirds of the Trustees then in office.

ARTICLE TWELVE - AMENDMENT OF BYLAWS

POWER OF TRUSTEES

Section 1. These Bylaws may be amended, in whole or in part, at any time, or from time to time, by the vote of a majority of Trustees in office at any annual or special meeting.

CERTIFICATE

This is to certify that a duly warned meeting of the Board of Trustees of Norwich University, held at Boston in the County of Suffolk and State of Massachusetts, on this 29th day of January, 1974, the foregoing new Bylaws were adopted by a majority of the Trustees in office and have been duly recorded in the records of the University.

This is to certify that a duly warned meeting of the Board of Trustees of Norwich University, held at Northfield, Vermont, on the 6th of May, 1983, these Bylaws were amended - Article 4, Section 1 and Section 9, and renumbered Section 9 & 10 to 10 & 11 and Article 5, Section 7, First Paragraph - and adopted by a majority of the Trustees in office and have been duly recorded in the records of the University.

This is to certify that a duly warned meeting of the Board of Trustees of Norwich University, held at Phoenix, Arizona, on the 30th of January, 1998, these Bylaws were amended - Article 5, Section 5, Second Paragraph - and adopted by a majority of the Trustees in office and have been duly recorded in the records of the University.

This is to certify that a duly warned meeting of the Board of Trustees of Norwich University, held at Northfield, Vermont on the 9th of October, 2004, these Bylaws were amended - Article 3, Section 3, Article 3, Section 9 and Article 4, Section 8 - and adopted by a majority of the Trustees in office and have been duly recorded in the records of the University.

This is to certify that a duly warned meeting of the Board of Trustees of Norwich University, held at Northfield, Vermont, on the 28th of October, 2005, Article 3 of these Bylaws was amended to add Section 10 and adopted by a majority of the Trustees in office and have been duly recorded in the records of the University.

This is to certify that a duly warned meeting of the Board of Trustees of Norwich University, held at Northfield, Vermont on the 18th of October, 2008, Article 3 of these Bylaws was amended to amend Section 7(a) and add Section 11 and adopted by a majority of the Trustees in office and have been duly recorded in the records of the University.

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)

ARTICLE FOUR

GENERAL POWERS (11B V.S.A. 3.02)

Section 1. The Corporation shall have 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 impress·ed 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 situation;

(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 interesting, or obligations of, other domestic or AND IN 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 hold real and personal property as security for the payment of funds so loaned or invested;

PLACES OF CONDUCT OF AFFAIRS

(j) 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 define their duties and fix their compensation;

BY-LAWS

(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 purspoes; and in time of war to make donations in aid of war activites;

INDEMINFICATION 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 him in connection with the defense of any action, suite or proceeding, civil or criminal, in which he is made a party by reason of being or having been such Director, Trustee or officer, except in relation to matters as to which he shall be adjudged in such action, suit or proceeding to be liable for gross negligence or misconduct in the performance of duty to the Corporation; and to make any other indemnification that shall be authorized by the Bylaws, or resolution adopted by two-thirds of the Trustees then in office;

PENSION AND PENSION PLANS

(o) To pay pensions and establish pension plans or pension trust for any or all of its Trustees, officers and employees;

CESSATION OF OPERATIONS

(p) To cease its corporate activities and surrender its corporate franchise; and

NECESSARY AND CONVENIENT POWERS

(q) To have and exercise all powers necessary or convenient to affect any or all of the purposes for which the Corporation is authorized.

ARTICLE FIVE

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 of the Trustees, may locate additional sites of the institution at any place or places in or outside the State of Vermont;

LOCATION OF UNIVERSITY - ENGINEERING, SCIENTIFIC & MILITARY COURSES

(b) To furnish at Northfield or wherever the University may be located, courses in engineering and the practical sciences 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 by it 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, and national or ethnic origin.

ARTICLE SIX

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 an.d 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 three (3) no 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 three, or more than 35) 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 two or more Trustees, which 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 the authority of the Board of Trustees 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 of consolidation with another corporation; authorizing the sale, lease, exchange or mortgage of all or substantially all the property and assets of the Corporation; authorizing the voluntary dissolution of the Corporation or revoking proceedings therefore; 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 him 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 and eight (8) other Trustees. The Chairman of the Board shall be Chairman of the Executive Committee.

ARTICLE SEVEN

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 & RIGHT OF OTHERS

Section 7. No Amendment shall effect 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.

ARTICLE EIGHT

RESTATEMENT

POWER TO REINSTATE

Section 1. The Corporation Board of Trustees may restate its 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 A 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 to the best of its knowledge and belief;

(1) whether the restatement contains an amendment to the articles requiring approval by the member or any other person other than the board of directors and, if it does not, that the board of directors 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.
DECLARATION

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.