BYLAWS OF

OKC ENTERPRISE MIDDLE SCHOOL AT

BELLE ISLE-BURBANK CAMPUSES, INC.

PREAMBLE

The principal purpose of the Corporation shall be to contract with Independent School District Number 89 of Oklahoma County, Oklahoma (the “School District”)to create an enterprise school encompassing the terms of the Application for Enterprise School submitted on October 3, 1997 with all supplements and amendments thereto by the Corporation's predecessor (the “Application”), the Committee for a Neighborhood Middle School at Belle Isle-Burbank Campuses, as such Application was approved by the Board of the School District on January 12, 1998.

ARTICLE I

MEMBERS

SECTION 1. Membership: Membership in OKC ENTERPRISE MIDDLE SCHOOL AT BELLE ISLE-BURBANK CAMPUSES, INC. (hereinafter sometimes referred to as the “Corporation”) shall be open to any person or entity interested in promoting the purposes and goals of the Corporation as set forth in its Articles of Incorporation, the Application and its Mission-Value Statement.

SECTION 2. Classifications and Dues: The Board of Directors of the Corporation shall establish classifications of membership and the annual dues applicable to each class and, from time-to-time, may modify such classifications and dues as it deems necessary or appropriate; provided, each member shall be entitled to cast only one vote, regardless of the type of membership held by the member, whether an individual or business entity, and regardless of the amount of annual dues payable with respect to the membership.

SECTION 3. Annual Meeting: An annual meeting of the members, commencing with the year 1998, shall be held during the month if September, at which the members shall elect Directors, and transact such other business as may be properly brought before the meeting. Posted notice of the annual meeting, stating the place, date and hour of such meeting, shall be given to each member not less than ten (10) days prior to the meeting, unless otherwise required by law.

SECTION 4. Special Meetings: Special meetings of the members, for any purpose or purposes, unless otherwise prescribed by law, may by called by the President and shall be called by the President or Secretary at the request in writing of a majority of the Board of Directors, or at the request in writing of a majority of the members of the Corporation. Any such request shall state the purpose or purposes of the proposed meeting. Posted notice of a special meeting of the members, stating the place, date, hour and the purpose or purposes thereof, shall be given to each member not less than ten (10) days before the date fixed for the meeting, unless otherwise required by law. Business transacted at any special meeting of the members shall be limited to the purposes stated in the notice.

SECTION 5. Quorum: A majority of the members present shall constitute a quorum at any duly called and noticed meeting of the members of the Corporation.



ARTICLE II

BOARD OF DIRECTORS

SECTION 1. General Powers: The business and affairs of the Corporation shall be managed by its Board of Directors.

SECTION 2. Number, Election and Tenure: The number of Directors of the Corporation shall be no less than eleven and not more than 15. A person must be a member of the Corporation to serve as a Director. Directors shall be elected by a majority vote of the members present at the annual meeting of the membership of the Corporation. Commencing with Directors elected in 1998 and thereafter, all Directors elected shall serve one year terms which expire each year at the annual meeting of the membership of the Corporation. Directors elected in the interim will serve until the next annual meeting of the Corporation. A Director's term shall expire upon the end of the election period or sooner upon the Director's submission of a written resignation, removal by Board action, failure to attend three consecutive regular meetings of the Board, or death of the Director. A Director may be removed from office by a two-thirds vote of the Directors present at any regular meeting of the Board of Directors at which a quorum is present. The Chairperson of the Parent-Community Network shall be an ex-officio voting member of the Board beginning with its first annual meeting in September 1998.

SECTION 3. Vacancies: Any vacancy occurring on the Board of Directors may be filled for the unexpired term by a majority vote of the- Directors present at any meeting of the Board at which a quorum is present. The word vacancy shall also include previously unfilled seats on the Board.

SECTION 4. Regular Meetings: The Board of Directors may provide, by resolution, the time and place for regular meetings of the Board of Directors without other notice than such resolution.

SECTION 5. Annual Meeting: There shall be an annual meeting of the Board of Directors held each September at the same place and on the same date as, and immediately following, the annual meeting of the membership of the Corporation.

SECTION 6. Special Meetings: Special meetings of the Board of Directors may be called by the President, any two Directors, or a majority of the Executive Committee of the Board of Directors. The person or persons authorized to call special meetings may fix the time and place for holding any special meetings called by them.

SECTION 7. Notice: Notice of any special meeting shall be given at least 48 hours prior thereto by oral or written notice communicated or delivered personally to each Director or mailed or telegraphed to each Director at his or her address as it appears on the records of the Corporation.

SECTION 8. Quorum: A majority of the duly elected Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but a majority of the Directors present, though less than such quorum, may adjourn the meeting from time-to-time without further notice, other than announcement at the meeting, until a quorum shall be present.

SECTION 9. Manner of Acting: The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by the Articles of Incorporation or by these Bylaws.

SECTION 10. Advisory and Honorary Directors: In addition to the voting members of the Board of Directors provided for above, there may be the following:

(A) Advisory Directors may be elected annually by the Board of Directors in such number as the Board deems appropriate. In addition to those Advisory Directors elected annually, the school's Principal and the School District's Superintendent or the Superintendent's designee shall be Advisory Directors. Such Advisory Directors shall provide such advice and counsel as may be requested from time-to-time by the Board of Directors. Advisory Directors shall be entitled to attend meetings of the Board and shall have the privilege of the floor, but shall not have the right to vote and shall not be counted in determining whether the maximum permitted number of 15 Directors has been exceeded.

(B) Honorary Life Directors may be elected from time-to-time by the Board of Directors. Such Honorary Life Directors shall be persons determined by the Board to be deserving of special recognition. Such Honorary Life Directors shall not have the right to vote at Board meetings and shall not be counted in determining whether the maximum permitted number of 15 Directors has been exceeded.

SECTION 11. Executive Committee:

(A) There shall be an Executive Committee composed of all officers of the Corporation as well as the Chairperson of the Parent Community Network. The Immediate Past-President also shall serve as an ex-officio voting member for the year immediately following the last year such person served as President. The Principal, as an advisory director, shall be a non-voting member of the Executive Committee.

(B) A majority of the members of the Executive Committee shall constitute a quorum for the transaction of business. The act of a majority of members of the Executive Committee present at a meeting at which a quorum is present shall be the action of the Executive Committee.

(C) The Executive Committee shall adopt its own rules concerning the times and places of its meetings and notice thereof.

(D) The Executive Committee shall exercise all authority of the Board of Directors in the intervals between meetings of the Board, but the Executive Committee shall at all times be subject to the continuing direction and control of the Board.



ARTICLE III

PARENT-COMMUNITY NETWORK AND OTHER COMMITTEES

SECTION 1. Formation of Parent-Community Network: There shall be formed a standing committee known as the Parent-Community Network of the OKC ENTERPRISE MIDDLE SCHOOL AT BELLE ISLE-BURBANK CAMPUSES, INC.(the Parent-Community Network is hereinafter referred to as “PCN”). The purposes of the PCN shall be to assist and support the Corporation and its Board of Directors and the Principal Director by providing human and financial resources which will promote, further and implement the mission of the Corporation.

SECTION 2. Number, Selection and Tenure: The Chairperson of the PCN shall be elected at the Annual Meeting in accordance with the procedures for electing all members of the Board of Directors of the Corporation. The Chairperson shall coordinated the activities of the members of the PCN. A person must be a member of the Corporation to serve in the PCN.

SECTION 3. Other Committees: There shall be the following Standing Committees: Admissions, Curriculum, Parent-Community Network, School Life, Building And Equipment Issues, Finance/Budget and Fund Raising . The Board of Directors or the President of the Corporation may create from time-to-time such other committees as the Board of Directors or the President may deem advisable. Each such committee shall be designated as either standing or ad hoc and shall exercise such powers and perform such duties as may be conferred upon it by the Board of Directors or the President, subject to the continuing directions and control of the Board of Directors. A listing of the Committees and their functions shall be approved and adopted as an Appendix to these bylaws at the Annual Meeting.



ARTICLE IV

OFFICERS

SECTION 1. Number: The principal officers of the Corporation shall be a President, a Vice President, a Secretary and a Treasurer, each of whom shall be elected by the Board of Directors and none of whom shall be salaried. Such other officers and assistant officers as may be deemed necessary and proper may be elected or appointed by the Board of Directors; provided that no individual may hold more than one office at the same time.

SECTION 2. Election and Term of Office: The officers of the Corporation shall be voting Directors elected by the Directors from their number at the annual meeting of the Board of Directors and shall serve until the next annual meeting of the Board. An officer's term shall expire upon the end of the election period, or sooner upon the officer's submission of a written resignation, removal by Board action, failure to attend three consecutive regular Board meetings, or death of the officer.

SECTION 3. Removal: Any officer or agent elected or appointed by the Board of Directors may be removed from office by a two-thirds vote of the Directors present at any regular meeting of the Board of Directors at which a quorum is present.

SECTION 4. Vacancies: A vacancy in any office shall occur by reason of death, removal, disqualification or otherwise. Any such vacancy shall be filled by a majority vote of the Board of Directors for the unexpired portion of the term.

SECTION 5. President: The President shall be the principal executive officer of the Corporation and, subject to the control of the Board of Directors, shall supervise and control of the business and affairs of the Corporation. He or she shall, when present, preside at all meetings of the membership, the Directors and the Executive Committee. The President shall appoint the chairperson of each committee provided for by these Bylaws or designated by the Board of Directors. Upon authorization by the Board of Directors, the President shall have the authority to appoint agents of the Corporation and to prescribe their powers, duties and compensation commensurate with such authority. The immediate past President shall serve as an ex-officio voting member of the Executive Committee for one year immediately following the last year such person served as President.

SECTION 6. Vice President: The Vice President shall, in absence of the President or in the event of the President's death, inability or refusal to act, perform the duties of the President, and when so acting shall have all the powers of, and be subject to all restrictions upon the President. The Vice President shall perform such other duties as from time-to-time may be assigned by the President or by the Board of Directors.

SECTION 7. Secretary: The Secretary shall:

(A) keep the minutes of the meetings of the member, the Board of Directors and the Executive Committee in one or more books provided for that purpose;

(B) see that all notices are duly given in accordance the provisions of these Bylaws or as required by law;

(C) be custodian of the corporate records and the seal of the Corporation and see that the seal is affixed to duly authorized documents;

(D) keep registers of the names and addresses, of all members, Directors and officers;

(E) in general perform all duties incident to the office of Secretary and such other duties as from time-to-time may be assigned by the President.

SECTION 8. Treasurer: The Treasurer shall:

(A) have charge and custody of and be responsible for all funds and securities of the Corporation (including without limitation all funds received, generated or expended by or through the Parent-Community Network or other committees of the Corporation, receive and give receipts for moneys due and payable to the Corporation, from any source whatsoever, and deposit or arrange for the deposit of all such moneys in the name of the Corporation in such banks, trust companies or depositories as shall be selected in accordance with the provisions of Article V of these Bylaws;

(B) authorize and designate one or more assistants, with the approval of the Executive Committee, to sign checks the Corporation under the direction of the Treasurer;

(C) provide 'the Executive Committee and the Board with information as to the Corporation's financial position;

(D) in general perform all of the duties in incident to office of Treasurer and such other duties as from time-to-time may be assigned to him or her by the President. The Board of Directors may require the Treasurer to give bond for the faithful discharge of his or her duties in such sum and with such sureties as the Board of Directors shall determine.

ARTICLE V

CONTRACTS, LOANS, CHECKS AND DEPOSITS

SECTION 1. Contracts: By general or specific instructions, the Board of Directors may authorize any officer or officers, agent or agents, to enter into any lawful contract or to execute and deliver any instrument in the name of and on behalf of the Corporation.

SECTION 2. Loans: No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors.

SECTION 3. Checks, Drafts, etc.: All checks, drafts or other orders for the payment of money and all notes or other evidences of indebtedness issued in the name of the Corporation shall he signed by such 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 or the Executive Committee thereof.

SECTION 4. Deposits: All funds of the Corporation not otherwise employed shall be deposited from time-to-time in the name of the Corporation in such banks, trust companies, or other depositories as the Board of Directors or the Executive Committee thereof may direct.





ARTICLE VI

AMENDMENTS

SECTION 1. General Amendments. These Bylaws may he amended or repealed, and new Bylaws may be adopted, by two-thirds of the members present at an annual or special meeting of the members.

SECTION 2. Specific Amendments on Tenets of Enterprise School Application. Any amendment or repeal of specifications set forth in the Application (e.g. Admissions Policy) may be adopted by three-fourths of the members present at an annual or special meeting of the members.



ARTICLE VII

INDEMNIFICATION OF DIRECTORS,

OFFICERS AND EMPLOYEES

As used in this Article VII, any word or words defined in Section 1031 of the Oklahoma General Corporation Act, as amended from time-to-time (the "Indemnification section"), shall have the same meaning as provided in the Indemnification Section. The Corporation shall indemnify and advance expenses to a director, officer or full-time employee of the Corporation in connection with a proceeding to the fullest extent permitted by and in accordance with the Indemnification Section. With respect to an agent other than a director or full-time employee of the Corporation, the Corporation may, as determined by the Board of Directors of the Corporation, indemnify and advance expenses to such employee or agent in connection with a proceeding to the extent permitted by and in accordance with the Indemnification Section.



ARTICLE VIII

FISCAL YEAR

The fiscal year of the Corporation shall begin on the day of July in each year and end an the last day of June.



ARTICLE IX

PARLIAMENTARY AUTHORITY

The most recent edition of Robert's Rules of Order shall be the authority on all questions of parliamentary procedure that may arise at meetings of the membership, the Board of Directors, the Executive Committee and other committees of the Corporation, unless the same conflict with these Bylaws, the Articles of Incorporation of this Corporation, or applicable law.

THE AMENDMENTS WERE APPROVED AT THE SPECIAL MEETING OF THE MEMBERSHIP ON APRIL 25, 2002.





AMENDMENTS TO ARTICLE I, SECTION 3 AND

ARTICLE II, SECTION 5 OF THE BYLAWS

CONCERNING THE ANNUAL MEETING OF THE MEMBERS

AND THE BOARD OF DIRECTORS





ARTICLE I, SECTION 3. Annual Meeting:

An annual meeting of the members, commencing with the year 1998, shall be held thirty (30) days from the start of school, at which the members shall elect Directors, and transact such other business as may be properly brought before the meeting. Posted notice of the annual meeting, stating the place, date and hour of such meeting, shall be given to each member not less than ten (10) days prior to the meeting, unless otherwise required by law.





ARTICLE II, SECTION 5. Annual Meeting:

There shall be an annual meeting of the Board of Directors held (30) days from the start of school at the same place and on the same date as, and immediately following, the annual meeting of the membership of the Corporation.