Section 1. Registered Office. The registered office of the Corporation shall be 9900 Huntcliff Trace, Atlanta Georgia 30338 and the name of the registered agent at this address is Doris Bollen. The registered office need not be identical with theprincipal office of the Corporation and may be changed at any time by the Board of Directors.

ARTICLE II
Membership

Section 1. Members. There shall be one class of members of the Corporation. Any individual over the age of eighteen enrolled at the Corporation shall be a member of the Corporation during the period of enrollment. Any parent or legal guardian who has a child or ward under the age of eighteen enrolled at the Corporation shall be a member of the Corporation during the period of enrollment of such child or ward.

Where a child under the age of eighteen has more than one parent or legal guardian, both parents or legal guardians are entitled to become members of the Corporation, but their voting rights shall be limited as set forth in Section 2 below.

Section 2. Voting. Each individual over the age of eighteen who is a member of the Corporation shall have the right to one vote. Each parent or legal guardian who is a member of the Corporation shall have the right to one vote per each child or ward who is enrolled at the Corporation. Where a child under the age of eighteen has more than one parent or legal guardian who is a member of the Corporation, the parents or legal guardians are entitled to only one vote per child between them, and they shall decide between themselves who shall exercise the right to vote.

Section 3. Termination of Membership. Membership shall terminate upon termination of enrollment of the member or, in the case of members who are parents or legal guardians of children under the age of eighteen, upon termination of enrollment of such child or ward.

ARTICLE III
Meetings of the Members

Section 1. Regular Meetings. The members of the Corporation shall meet twice annually, within six weeks of the commencement of each semester of instruction. The meetings shall be held at the registered office of the Corporation or at any other place designated by the Board of Directors. At the regular meetings the members shall review the curriculum and operations of the Corpora tion for the semester in which the meeting occurs. The members may also discuss the future curriculum and operation of the Corporation and transact such other business as may properly be brought before the meeting. At the first regular meeting of each calendar year, the members shall elect directors.

Section 2. Special Meetings. Special meetings of the members shall be held at the registered office of the Corporation or at such other place as may be designated in the notice of said meetings, upon call of the President, the Board of Directors or at the request in writing of members representing at least twenty-five percent (25%) of the voting membership. Any such request shall state the purposes for which the meeting is to be called.

Section 3. Notice of Meetings. Written notice of every meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given to each member of record entitled to vote at such meeting. Such notice shall be delivered not less than ten (10) nor more than fifty (50) days before the date of such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail with first class postage thereon prepaid, addressed to the Member at his address as it appears on the Corporation’s record of membership.

Section 4. Waiver of Notice. Attendance of a member at a meeting of members, either in person or by proxy, shall constitute a waiver of notice of such meeting and of all objections to the place or time of meeting, or the manner in which it has been called or convened, except when a member attends a meeting solely for the purpose of stating, at the beginning of the meeting, any such objection. Notice need not be given to any member who signs a waiver of notice, in person or by proxy, either before or after the meeting.

Section 5. Quorum. Members representing a majority of the voting membership, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the members except as otherwise provided by statute, by the Articles of Incorporation or elsewhere by these Bylaws. When a quorum is once present at a meeting, it is not broken by the subsequent withdrawal of any of those present. If a quorum is not present or represented at any meeting of the members, a majority of the members entitled to vote, present in person or represented by proxy, may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each member of record entitled to vote at the meeting.

Section 6. Voting. When a quorum is present at any meeting, the vote of members representing a majority of the members having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which, by express provision of law or of the Articles of Incorporation or of these Bylaws, a different vote is required, in which case such express provision shall govern and control the decision of the question.

Section 7. Consent of Members. Any action required or permitted to be taken at any meeting of the members may be taken without a meeting if all of the members consent thereto in writing, setting forth the action so taken. Such consent shall have the same force and effect as a unanimous vote of the members.

Section 8. List of Members. The Corporation shall keep at its registered office or principal place of business, a record of its members, giving their names and the address of each. The Secretary of the Corporation shall prepare and make, before every meeting of members or any adjournment thereof, a complete list of the members entitled to vote at the meeting or any adjournment thereof, arranged in alphabetical order, and the number of votes held by each.

ARTICLE IV
Directors and Committees

Section 1. Powers. The property, affairs and business of the Corporation shall be managed and directed by its Board of Directors, which may exercise all powers of the Corporation and do all lawful acts and things which are not by law, by the Articles of Incorporation or by these Bylaws directed or required to be exercised or done by the members.

Section 2. Number, Election and Term. The number of directors which shall constitute the whole Board shall not be less than three or more than nine. The initial Board of Directors shall consist of five members. The number of directors may be increased or decreased from time to time by resolution of the directors. The directors shall be elected by plurality vote at the first regular meeting of membership each year, and each director elected shall hold office for one year or until his successor is elected and qualified or until his earlier resignation, removal from office or death.

Section 3. Qualifications. Directors shall be natural persons who have attained the age of eighteen (18) years, but need not he residents of the State of Georgia or members of the Corporation.

Section 4. Vacancies. Vacancies, including vacancies resulting from any increase in the number of directors, but not including vacancies resulting from removal from office by the members, may be filled by a majority of the directors then in office, though less than a quorum, and a director so chosen shall hold office until the next annual election and until his successor is duly elected and qualified unless sooner displaced. If there are no directors in office, then vacancies shall be filled by election of the members.

Section 5. Committees. The Board of Directors may, by resolution passed by a majority of the whole Board, designate from among its members one or more committees, each committee to consist of two or more directors. The Board may designate one or more directors as alternate members of any committee, who may replace any absent member at any meeting of such committee. Any such committee, to the extent provided in the resolution, shall have and may exercise all of the authority of the Board of Directors in the of the business and affairs of the Corporation, except that it shall have no authority with respect to (1) amending the Articles of Incorporation or these Bylaws; (2) adopting a plan of or consolidation; (3) submitting to the members any action which requires approval of the members under applicable law or the Articles of Incorporation or Bylaws of this Corporation; (4) filling vacancies in the Board or any committee; and (5) a voluntary dissolution of the Corporation or a revocation thereof. Such or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. Each committee and each member thereof shall serve at the pleasure of the Board, and the designation of any such committee and the delegation thereto of authority shall not relieve any director of any responsibility imposed by law. So far as applicable, the provisions of these Bylaws relating to the conduct of meetings of the Board shall govern meetings of the committees.

ARTICLE V
Meetings of the Directors

Section 1. Meetings of Board and Committees. The Board of Directors shall meet twice annually, without call, immediately after the regular meetings of the members. By resolution, the Board may establish a date or dates on which meetings of the Board or any committee shall be held between regular meetings. A committee of the Board may meet on the dates so established or, if none, on the date set at its previous meeting or when earlier called by its chairman or a majority of its members. Special meetings of the Board may be called at any time by the President or by any two Directors.

Section 2. Place of Meetings. Meetings of the Board of Directors or committees of the Board shall be held at any place that the Board may from time to time appoint by resolution or, if no resolution is in force, at the registered office of the Corporation, or at such other place as the annual meeting of members shall have been held immediately preceding such meeting, or at such other place as shall have been designated in the notice of the meeting.

Section 3. Meetings by Conference Telephone or Similar Equipment. Members of the Board of Directors or any committee designated by such Board may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and participation in a meeting pursuant to this Sec tion shall constitute presence in person at the meeting.

Section 4. Notice Requirements. Notice of regular meetings of the Board of Directors or any committee need not be given. Notice of any special meeting, setting forth the place and the day and hour of the meeting, shall be given to each director or committee member, as the case may be, by oral, telegraphic or written notice served on each director or committee member personally not less than two days before the meeting, or by written notice deposited in the United States mail, first class postage prepaid, post marked at least three days prior to the date of the meeting. Neither the business to be transacted at, nor the purpose of any regular or special meeting need be specified in the notice or any waiver of notice.

Section 5. Waiver of Notice. Attendance of a director at a meeting of the Board or any committee shall constitute a waiver of notice of such meeting and waiver of all objections to the place and time of the meeting, or the manner in which it has been called or convened, except when the director states, at the beginning of the meeting, any such objection or objections to the transaction of business. Whenever the Board or any committee of the Board is authorized to take action only after notice to its members, the action may be taken with notice to fewer than all such members if at any time prior to completion of the action, the member or members not receiving such notice submits to the Board or committee, as the case may be, a signed waiver of notice.

Section 6. Quorum. At all meetings of the Board or any com mittee of the Board, a majority of members shall constitute a quorum for the transaction of business, and the act of a majority of the members present at any meeting at which there is a quorum shall he the act of the Board or of the committee, as the case may be, except as may be otherwise specifically provided by law, by the Articles of Incorporation, or by these Bylaws. If a quorum is present at the beginning of any such meeting of the Board or a committee, as the case may be, it shall not be broken by the subsequent withdrawal of any of those present. If a quorum shall not be present at any meeting of the Board or committee, the members present at such meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 7. Presumption of Assent. A director who is present at a meeting of the Board or any committee thereof, shall be pre sumed to have concurred in any action taken at the meeting, unless his dissent to such action shall be entered in the minutes of the meeting or unless he shall submit his written dissent to the per son acting as the secretary of the meeting before the adjournment of the meeting or shall forward such dissent by registered or certified mail to the Secretary of the Corporation within twenty-four (24) hours after the adjournment of the meeting. Such right to dissent shall not apply to a director or committee member who, being present at the meeting, failed to vote against such action.

Section 8. Action by Consent. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board or the committee, as the case may be, consent thereto in writing, setting forth the action so taken, and the writing or writings are filed with the minutes of the proceedings of the Board or committee. Such consent shall have the same force and effect as a unanimous vote of the Board or the committee, as the case may be.

Section 9. Removal of Directors. At any members’ meeting with respect to which notice of such purpose has been given, any director may be removed from office, with or without cause, by the vote of members representing a majority of the members entitled to vote for the election of directors, and his successor may be elected at the same or any subsequent meeting of members; provided that to the extent any vacancy created by such removal is not filled by such an election within sixty (60) days after such removal, the remaining directors shall, by majority vote, fill any such vacancy.

ARTICLE VI
Officers

Section 1. Designation. The officers of the Corporation shall be chosen by the Board of Directors and shall be a President a Secretary and a Treasurer. The Board of Directors may also choose one or more Vice Presidents, Assistant Secretaries and Assistant Treasurers. Any number of officers, except the offices of President and Secretary, may be held by the same person. The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board. Election or appointment of an officer shall not of itself create contract rights.

Section 2. Qualifications. Officers shall be natural persons who have attained the age of eighteen (18) years, but need not be residents of the State of Georgia or members of the Corporation.

Section 3. Compensation. The salaries of all officers of the Corporation shall be fixed by the Board of Directors or a committee or officer appointed by the Board.

Section 4. Term of Office. Unless otherwise provided by reso lution of the Board of Directors, the principal officers shall be chosen annually by the Board at the first meeting of the Board fol lowing the first regular meeting of the members of the Corporation, or as soon thereafter as is conveniently possible. Subordinate officers may be elected from time to time. Each officer shall serve for one year or until his successor shall have been chosen and qualified, or until his death, resignation or removal.

Section 5. Removal. Any officer may be removed from office at any time, with or without cause, by action of the Board of Direc tors whenever in its judgment the best interest of the Corporation will be served thereby.

Section 6. Vacancies. Any vacancy in an office resulting from any cause may be filled by the Board of Directors.

Section 7. Powers and Duties. The officers of the Corporation shall each have such authority and perform such duties in the management of the Corporation as usually appertain to such officers of non-profit corporations, except as may be otherwise prescribed by the Board of Directors.

(a) Chairman of the Board of Directors. The Chairman of the Board of Directors shall preside at meetings of the Board. Except when by law the signature of the President is required, the Chairman shall possess the same power as the President to sign all certificates, contracts and other instruments of the Corporation which may be authorized by the Board of Directors. During the absence or disability of the President, he shall exercise all the powers and discharge all the duties of the President.

(b) President. The President of the Corporation shall be the Corporation’s chief executive officer and shall exercise general supervision and control over all the affairs of the Corporation. The President shall have the following specific powers and duties:

(i) To preside at all meetings of the members;

(ii) To have general and active management of the affairs of the Corporation;

(iii) To see that all orders and resolutions of the Board of Directors are carried into effect;

(iv) To execute notes, drafts, bonds, mortgages, deeds of trust, security deeds, contracts and other documents under the seal of the Corporation;

(v) To appoint, discharge, and fix compensation of all employees and agents of the Corporation other than officers duly elected or appointed by the Board of Directors;

(vi) To have general superintendence and direction of all the other officers of the Corporation and of the agents and employees thereof and to see that their respective duties are properly performed;

(vii) To operate and conduct the business and affairs of the Corporation, according to the orders and resolutions of the Board of Directors, and according to his own discretion whenever and wherever it is not expressly limited by such orders and resolutions; and

(viii) To submit at each regular meeting of members and directors a report of the operations of the Corporation and from time to time to report to the directors all matters within his knowledge that should be brought to their attention in the best interests of the Corporation.

(c) Vice President. Each Vice President shall have the autho rity and duties, and shall perform the functions, consonant with his department and area of interest, specified by the Board of Directors.

(d) Secretary. The Secretary of the Corporation shall be the custodian of and shall maintain the corporate books and records and shall he the recorder of the Corporation’s formal actions and transactions. The Secretary shall have the following specific powers and duties: custodian of and shall maintain the corporate books and records and shall he the recorder of the Corporation’s formal actions and transactions. The Secretary shall have the following specific powers and duties: custodian of and shall maintain the corporate books and records and shall he the recorder of the Corporation’s formal actions and transactions. The Secretary shall have the following specific powers and duties:

(i) To attend all meetings of the Board of Directors and all meetings of the members, and to record all proceedings of such meetings in a book to be kept for that purpose and shall perform like duties for any committees when required;

(ii) To give or cause to be given notice of all meetings of members and special meetings of the Board of Directors and any meetings of committees required by law, the Articles of Incorporation, or these Bylaws;

 (iii) To keep the corporate seal of the Corporation and affix it to all papers and documents requiring said seal, and to attest by his signature all corporate documents requiring same; provided, however, the Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing thereof by his signature;

(iv) To keep at the registered or principal office of the Corporation record books showing the names and addresses of members and the number of votes to which they are entitled, and also all other books of the Corporation excepting books of account;

(v) To keep at the principal office, open for inspection by members at all reasonable times, the original or a copy of the Bylaws of the Corporation, as amended or otherwise altered to date;

(vi) To attend to such correspondence and to make reports as may be assigned to him; and

(vii) To have such other powers, duties and authorities as may be set forth elsewhere in these Bylaws and as may be prescribed by the President or the Board of Directors from time to time.

(f) Treasurer. The Treasurer of the Corporation shall be its chief fiscal officer and the custodian of its funds, securities and properties. The Treasurer shall have the following specific powers and duties:

(i) To keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and to deposit all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors;

(ii) To disburse the funds of the Corporation for pro per expenses and dividends and, as may be ordered by the Board of Directors, taking proper vouchers for such disburse ments;

(iii) To render to the President and the Board of Direc tors, at its regular meetings, or when they so require, an account of his transactions as Treasurer and financial state ments in form satisfactory to them of the condition of the Corporation;

(iv) To maintain accurate lists and descriptions of all capital assets of the Corporation, including land, buildings and plants;

(v) To oversee the proper drafting of all checks, drafts, notes and orders for the payment of money as required in the business of the Corporation and to see that all such instruments are properly executed; and

(vi) To have such other powers, duties and authority as may be set forth elsewhere in these Bylaws and as may be prescribed by the President or the Board of Directors from time to time.

ARTICLE VII
Loans

Section 1. Restrictions on Loans. No loans shall be contracted on behalf of the Corporation and no indebtedness shall be issued or incurred in its name unless authorized by a resolution of the Board of Directors. Such resolution may grant general authority or may be confined to specific instances.

ARTICLE VIII
Indemnification

Section 1. General. The Corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or contemplated action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in a manner he reasonably believed to be in, or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of polo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in a manner which he reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

Section 2. Derivative Actions. The Corporation may indemnify any person who was or is a party or is threatened to he made a party to any threatened, pending or contemplated action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in re spect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

Section 3. Successful Defense. To the extent that a director, officer, employee or agent of theCorporation has been successful on the merits or otherwise in defense of any action, suit or proceedingreferred to in Sections 1 or 2 above, or in defense of any claim, issue or matter therein, he shall beindemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him inconnection therewith.

Section 4. Authorization. Any indemnification under Sections 1 or 2 above (unless ordered by a court), shall be made by the Cor poration only as authorized in the specific case upon a determina tion that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 or 2 above. Such determination shall be made: (a) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (b) if such a quorum is not obtainable, or even if obtainable, if a quorum of disinterested directors so directs by independent legal counsel in a written opinion, or by the affirmative vote of a majority of the shares entitled to vote thereon.

Section 5. Expenses in Advance of Disposition. Expenses in curred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized in the specific case upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it shall ul timately be determined that he is entitled to be indemnified by the Corporation as authorized in this Article.

Section 6. Non-Exclusive Remedy. The indemnification provided for hereunder shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any Bylaw or resolution approved by the affirmative vote of the members representing a majority of the members entitled to vote thereon taken at a meeting, the notice of which specified that such Bylaw or resolution would be placed before the members, both as to action by a director, officer, employee or agent in his official capacityas to action in another capacity while holding such office or position, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 7. Insurance. The Corporation may purchase and main tain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to in demnify him against such liability under the provisions of this Article.

Section 8. Notice. If any expenses or other amounts are paid by way of indemnification, otherwise than by court order or action by the members or by an insurance carrier pursuant to insurance maintained by the Corporation, the Corporation shall, not later than the next regular meeting of members, unless such meeting is held within three (3) months from the date of such payment and, in any event, within fifteen (15) months from the date of such payment, send by first class mail to its members of record at the time entitled to vote for the election of directors, a statement specifying the persons paid, the amounts paid, and the nature and status at the time of such payment of the litigation or threatened litiga tion.

ARTICLE IX
General Provisions

Section 1. Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

Section 2. Seal. The corporate seal shall have inscribed thereon the name of the Corporation and the words “Corporate Seal”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. In the event it is inconvenient to use such a seal at any time, the signature of the President of the Corporation followed by the word “Seal” en closed in parentheses, shall be deemed the seal of the Corporation.

Section 3. Annual Statements. No later than three (3) months after the end of the fiscal year, the Corporation shall prepare:

(a) A balance sheet showing in reasonable detail the financial condition of the Corporation as of the close of its immediately preceding fiscal year, and

(b) A profit and loss statement showing the results of its operations during the preceding fiscal year.

Upon written request, the Corporation shall promptly mail to any member of record a copy of the most recent such balance sheet and profit and loss statement.

Section 4. Non-profit Organization. The Corporation is a non profit organization. No part of its earnings shall inure to the benefit of or be distributed to its members, directors, officers, or any other person or any organization not a proper subject for non-profit purposes. The Corporation shall not engage in any activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code or by a corporation contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code. In the event of dissolution, the residual assets of the Corporation shall be turned over to one or more organizations which are exempt from federal income tax as organizations described in Sections 501(c)(3) and 170(c)(2) of the Internal Revenue Code or to a federal, state or local government for exclusive public purpose.