BY-LAWS

                                                                             OF

                                         COX HIGH ALUMNI ASSOCIATION, INC.

ARTICLE I

Organization and Purposes

1.1              Name:  The Corporation shall be known as Cox High Alumni Association, Inc. (“Corporation”).

1.2              Purposes:  The purposes of the Corporation shall be:

(a)                To ________________________.

(b)               To generally do and perform such other acts as may be necessary, advisable, proper or incidental in the realization of the objectives and purposes of the Corporation;

(c)                No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to its members, directors, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in its articles.  No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.  Notwithstanding any other provision of these articles, the Corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Code (or the corresponding provision of any future United States Internal Revenue Law) or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Code (or the corresponding provision of any future United States Internal Revenue Law).

(d)               Upon dissolution of the Corporation, the Board of Directors, after paying or providing for the payment of all claims against the Corporation, shall distribute all remaining assets to any successor organization to the Corporation, provided that at such time such successor organization shall qualify as an exempt organization under Section 501(c)(3) of the Code or the corresponding provision of any future federal tax code.  In the event that there is no such successor organization to the Corporation at the time of dissolution of the Corporation, the Board of Directors of the Corporation shall distribute all such remaining assets to an appropriate charitable or educational organization described in Section 501(c)(3) of the Code as may be selected by the Board of Directors of the Corporation.  Any assets not disposed of in the above manner shall be disposed of by the Circuit Court of the city or county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations that are organized and operated exclusively for such charitable or religious purposes as said Court shall determine.

ARTICLE II

Members

            2.1       Members.  Members shall be be a graduate of Frank W. Cox High School located in Virginia Beach, Virginia, at the time of such Member’s admission as a Member and shall have paid the annual dues as set forth by the duly elected Board of Directors.  Membership shall be granted without regard to race, color, creed, national origins, sex or handicap.  The number of members shall be unlimited.

            2.2       Quorum.  A majority of the members at any duly called meeting shall constitute a quorum.

            2.3       Annual Meetings.  The date of the annual meeting of the members (to be followed by a meeting of the Board of Directors) shall be the ___________________ each year commencing with the year 2002, and the time and place of meeting shall be such as shall be fixed by the Board of Directors and specified in the notice or waiver of notice of such meeting.

            2.4       Special Meetings.  Special meeting of the members may be called by the Board of Directors or written request of ten percent (10%) of the members and shall be held upon three (3) days’ written notice to all members at such address of each member as set forth in the records of the Corporation.  Notice of any meeting may be waived and action by members may be taken by unanimous written consent without a meeting.

            2.5       Removal of Members.  Members may be removed, with or without cause, by a majority vote of the Board of Directors at any meeting of directors called for that purpose.  Notice shall be given to all members of such meeting at least three (3) days in advance stating the purpose of the meeting.  Removal shall be at the sole discretion of the Board of Directors.

ARTICLE III

Directors

3.1       General Powers.  The property, affairs and business of the Corporation shall be managed by the Board of Directors, and, except as otherwise expressly provided by law, the Articles of Incorporation or these By-Laws, all of the powers of the Corpora­tion shall be vested in such Board. 

3.2       Number of Directors.  The initial Board of Directors shall be comprised of ____________ (____) directors.  The number of directors may be increased or decreased from time to time by amendment to these By-Laws, provided that the Board of Directors shall not consist of greater than _____________ (___) directors.  No decrease in number shall have the effect of shorten­ing the term of any incumbent director.  The Chairman of the Board shall appoint the directors.  The Chairman of the Board shall serve as a director until his death or resignation from the Board of Directors.

3.3       Election and Removal of Directors; Quorum; Qualifications. 

(a)        Directors shall be elected at each annual meeting of Members to succeed those directors whose terms have expired and to fill any vacancies then existing. 

(b)        Directors shall hold their offices for terms of one (1) year and until their successors are elected.  Any director (other than the Chairman of the Board) may be removed from office as a director by the vote of a majority of the other directors of the Corporation.

(c)        Any vacancy occurring in the Board of Directors due to the death, resignation, or removal of a director (other than the Chairman of the Board) shall be filled by the appointment by the Chairman of the Board.  In the event of the death or resignation of the Chairman of the Board as a director, the Board of Directors shall, by majority vote, select a director to replace the Chairman of the Board as a director. The term of office of any director appointed to fill a vacancy on the Board of Directors due to the death, resignation or removal of a director shall expire on the date fixed for the expiration of the term of office of the directorship to which such director was so elected.

(d)        A majority of the number of directors elected and serving at the time of any meeting shall constitute a quorum for the transaction of business.  The act of a majority of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.  Less than a quorum may adjourn any meeting. 

3.4       Meeting of Directors.  An annual meeting of the Board of Directors shall be held on ___________________ (or at such other date as the Board of Directors shall designate) at such places within or without the Commonwealth of Virginia as the Board may designate.  Other meetings of the Board of Directors shall be held at places within or without the Commonwealth of Virginia and at times fixed by resolution of the Board, or upon call of the Chairman of the Board, if any, the President or a majority of the direc­tors.  The Secretary or officer performing the Secretary's duties shall give not less than twenty-four (24) hours' notice by letter,  telephone or electronic mail of all meetings of the Board of Directors, provided that notice need not be given of the annual meeting or of regular meetings held at times and places fixed by resolution of the Board.  Meetings may be held at any time without notice if all the Directors are present, or if those not present waive notice in writing either before or after the meeting.  The notice of meetings of the Board need not state the purpose of the meeting.  Members of the Board of Directors or any committee designated thereby may participate in a meeting of the Board or such committee by means of a conference telephone or similar communications equipment whereby all persons partici­pating in the meeting can hear each other, and participation by such means shall constitute presence in person at such meeting. 

3.5       Actions by Directors or Committee Without Meeting.  Any action that may be taken at a meeting of the directors or of a Committee may be taken without a meeting if a consent in writing, setting forth the action, is signed either before or after such action by all of the directors or all of the members of the Commit­tee, as the case may be. 

3.6       Compensation.  By resolution of the Board, directors may be allowed reimbursement of reasonable expenses for attendance at all meetings.  No other compensation shall be authorized.  Nothing herein shall preclude directors from serving the Corporation in other capac­ities and receiving compensation for such other services or from serving as directors and/or officers of other corporations and receiving compensation for such other services. 

ARTICLE IV

Committees

4.1       Executive Committee.  The Board of Directors, by resolution adopted, may establish such standing or special committees of the Board as the Board may deem advisable, and the members, terms and authority of such committees shall be set forth in such resolution.

4.2       Meetings.  Regular and special meetings of any Commit­tee established pursuant to this Article may be called and held subject to the same requirements with respect to time, place and notice as are specified in these By-Laws for regular and special meetings of the Board of Directors. 

4.3       Quorum and Manner of Acting.  A majority of the members of any Committee serving at the time of any meeting thereof shall constitute a quorum for the transaction of business at such meeting.  The action of a majority of those members present at a Committee meeting at which a quorum is present shall constitute the act of the Committee. 

4.4       Term of Office.  Members of any Committee shall be elected as above provided and shall hold office until their successors are elected by the Board of Directors or until such Committee is dissolved by the Board of Directors. 

4.5       Resignation and Removal.  Any member of a Committee may resign at any time by giving written notice of his intention to do so to the President or the Secretary of the Corporation, or may be removed, with or without cause, at any time by such vote of the Board of Directors as would suffice for his election. 

4.6       Vacancies.  Any vacancy occurring in a Committee resulting from any cause whatever may be filled by the Board of Directors. 

ARTICLE V

Officers

5.1       Election of Officers; Terms.  The initial officers of the Corporation shall consist of a Chairman or Co-Chairmen of the Board, President, Vice President, Secretary, Treasurer and an Executive Director.  Other officers, including other Vice Presidents (any one of more of who may be designated as Executive Vice Presidents or Senior Vice Presi­dents) and assistant and subordi­nate officers, may from time to time be elected by the Board of Directors, and they shall hold office for such terms as the Board of Directors may prescribe.  All officers shall hold office until the next annual meeting of the Board of Directors and until their successors are elected.  Any two (2) or more offices may be held by the same person. 

5.2       Removal of Officers; Resignation; Vacancies.  Any officer of the Corporation may be removed summarily with or without cause, at any time, by the Board of Directors.  Any officer may resign by delivering written notice to the Corporation.  Unless such resignation specifies a later date, the resignation shall be effective upon delivery to the Corporation.  Vacancies may be filled by the Board of Directors. 

5.3       Duties.  The officers of the Corporation shall have such duties as generally pertain to their offices, respectively, as well as such powers and duties as are prescribed by law or are hereinaf­ter provided or as from time to time shall be conferred by the Board of Directors.  The Board of Directors may require any officer to give such bond for the faithful performance of his duties as the Board may see fit. 

5.4       Duties of the Chairman/Co-Chairmen of the Board.  The Chairman of the Board shall be the chief executive officer of the Corporation.  The Chairman of the Board shall have power to call special meetings of the Board of Directors and shall preside at all meetings of the Board of Directors.  He shall have general management and direction of the property and operations of the Corporation, subject only to the ultimate authority of the Board of Directors.  The Chairman of the Board may hire and discharge employees of the Corporation, may sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts or other instruments except in cases where the signing and the execution thereof shall be expressly delegated by the Board of Directors or by these By-Laws to some other officer or agent of the Corporation or shall be required by law otherwise to be signed or executed.  The Chairman of the Board shall perform such other duties as may be prescribed from time to time by the Board of Directors.

5.5       Duties of the President.  The President shall have such powers and duties as may from time to time be assigned to him by the Chairman of the Board or the Board of Directors.  In the absence of the Chairman of the Board, the President shall preside at all meetings of the Board of Directors.  He shall report to the Chairman of the Board on the activities of the Corporation.  The President may sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts or other instruments except in cases where the signing and the execution thereof shall be expressly delegated by the Board of Directors or by these By-Laws to some other officer or agent of the Corporation or shall be required by law otherwise to be signed or executed.

5.6       Duties of the Vice President.  Each Vice President, if any, shall have such powers and duties as may from time to time be assigned to him by the Chairman of the Board, the President or the Board of Directors.  Any Vice President may sign and execute in the name of the Corpora­tion deeds, mortgages, bonds, contracts or other instru­ments authorized by the Board of Directors, except where the signing and execution of such documents shall be expressly delegated by the Board of Directors or the President to some other officer or agent of the Corporation or shall be required by law or otherwise to be signed or executed. 

5.7       Duties of the Treasurer.  The Treasurer shall have charge of and be responsible for all funds, securities, receipts and disbursements of the Corporation, and shall deposit all monies and securities of the Corporation in such banks and depositaries as shall be designated by the Board of Directors.  He shall be responsible (i) for maintaining adequate financial accounts and records in accordance with generally accepted accounting practices; (ii) for the preparation of appropriate operating budgets and financial statements; (iii) for the prepara­tion and filing of all tax returns required by law; and (iv) for the performance of all duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board of Directors, the Chairman of the Board or the President.  The Treasurer may sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts or other instruments, except in cases where the signing and the execution thereof shall be expressly delegated by the Board of Directors or by these By-Laws to some other officer or agent of the Corporation or shall be required by law or otherwise to be signed or exe­cuted.  Notwithstand­ing the foregoing, the Treasurer shall make withdrawals in excess of Five Thousand and 00/100 Dollars ($5,000.00) from bank accounts and similar accounts of the Corporation only with consent of and signature of the Chairman of the Board or such other person to whom signature authority for bank account withdrawals has been delegated by the Chairman of the Board.

5.8       Duties of the Secretary.  The Secretary shall act as secretary of all meetings of the Board of Directors of the Corporation.  When requested, he shall also act as secretary of the meetings of the Committees of the Board.  He shall keep and preserve the minutes of all such meetings in permanent books.  He shall see that all notices required to be given by the Corporation are duly given and served; shall have custody of the seal of the Corporation and shall affix the seal or cause it to be affixed to all documents the execution of which on behalf of the Corporation under its corporate seal is duly authorized in accordance with law or the provisions of these By-Laws; shall have custody of all deeds, leases, contracts and other important corporate documents; shall have charge of the books, records and papers of the Corporation relating to its organization and management as a corporation; shall see that all reports, state­ments and other documents required by law (except tax returns) are properly filed; and shall in general perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board of Directors, Chairman of the Board or the President. 

5.9       Duties of the Executive Director.  The Executive Director shall have charge of and be responsible for the day-to-day operations of the Corporation.  Subject to the oversight and supervision of the Chairman of the Board and President, the Executive Director shall have general management and direction of the property and operations of the Corporation, subject only to the ultimate authority of the Board of Directors, and shall be responsible for developing, executing and maintaining an increasing regional Leave a Legacy public awareness program to promote community interest in charitable giving through a bequest or a planned gift.  The Executive Director shall (i) serve as a member and coordinator/facilitator of the Leave a Legacy Steering Council and work closely with the volunteer committees and members, (ii) set a three-year strategic plan and budget in coordination with the Leave a Legacy Steering Committee and/or Leave a Legacy committees, (iii) provide members with materials and support, (iv) coordinate an annual baseline study to use as a measurement tool to identify increases in planned gifts, (v) establish media relationships to partner in executing a Leave a Legacy regional marketing plan, including a Leave a Legacy month-long campaign, (vi) interact with and oversee a professional speakers bureau and develop means to further engage professional advisors, (vii) coordinate, create and produce marketing materials as defined by the strategic plan and budget, (viii) serve as community spokesperson and resource for Leave a Legacy information, and (ix) attend regional and national Leave a Legacy meetings.  In addition, and subject to the approval of the Chairman of the Board, the Executive Director may hire and discharge employees of the Corporation, may sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts or other instruments except in cases where the signing and the execution thereof shall be expressly delegated by the Board of Directors or by these By-Laws to some other officer or agent of the Corporation or shall be required by law otherwise to be signed or executed.  The Executive Director shall perform such other duties as may be prescribed from time to time by the Board of Directors.

5.10     Compensation.  The officers of the Corpora­tion shall not receive compensation. 

ARTICLE VI

Liability for Actions

            6.1       The Board of Directors,  any individual, director and the officers of this Corporation shall be not liable for negligent acts or failures to act of any employee, agent or representative selected with reasonable care; nor shall they be liable for errors in judgment, acts done or committed in good faith on advice of counsel, or mistakes of fact or law made in good faith.  The Corporation shall indemnify and hold harmless its directors, officers and agents consistent with the limitations set forth in these By-Laws and with the laws of the Commonwealth of Virginia.

            A written waiver of any notice, signed by a director, officer, or agent, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to the notice required to be given to such director, officer, or agent.  Neither the business nor the purpose of any meeting need be specified in such a waiver.

ARTICLE VII

Miscellaneous Provisions

7.1       Seal.  The seal of the Corporation shall consist of a flat-faced circular die, of which there may be any number of counterparts, on which there shall be engraved the word "Seal" and the name of the Corporation. 

7.2       Fiscal Year.  The fiscal year of the Corporation shall end on such date and shall consist of such accounting periods as may be fixed by the Board of Directors. 

7.3       Checks, Notes and Drafts.  Checks, notes, drafts and other orders for the payment of money shall be signed by such persons as the Board of Directors from time to time may author­ize.  When the Board of Directors so authorizes, however, the signature of any such person may be a facsimile. 

7.4       Amendment of By-Laws.  Unless proscribed by the Articles of Incorporation, these By-Laws may be amended or altered at any meeting of the Members by affirmative vote of a majority of the Members.   

7.5       Notices.  Whichever notice is required to be given to any director, officer, or agent, such requirement shall not be construed to mean personal notice.  Such notice may in every instance be effectively given by depositing a writing in a post office or letter box, in a postpaid, sealed wrapper, or by electronic mail sent to , addressed to such director, officer, or agent at his or her address as the same appears on the books of the Corporation.  The time when such notice is dispatched shall be the time of the giving of the notice.

A written waiver of any notice, signed by a director, officer, or agent, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to the notice required to be given to such director, officer, or agent.  Neither the business nor the purpose of any meeting need be specified in such a waiver.

DATED EFFECTIVE as of __________________, 2002, at Virginia Beach, Virginia.

                                                                                     , Secretary