Governance

ARTICLE I - Organization, Tax Status and Fiscal Year

Section 1-Name and Location

The name of the organization is Cosmos Fund, Inc., hereafter referred to in this document as CFI.

Section 2 - Purpose and Mission

CFI is organized for the charitable purposes of advancement of education and community revitalization,

with the mission of revitalizing Springfield, Vermont and the surrounding area by (1) strengthening K

through 12 education in ways that will encourage and build skills area youth will need to work in

technology industries and (2) attracting technology-based companies and workers to Springfield.

Section 3 - Non-Profit Status

CFI shall be a nonprofit public benefit corporation organized under the Vermont Nonprofit Corporation

Act (Title 118, Vermont Statutes Annotated). CFI shall apply for tax-exempt status under Section

501(c)(3) of the Internal Revenue Code and its activities shall at all times be permissible within the

limitations of Section S0l(c )(3). CFI shall be nonsectarian and nonpolitical. CFI shall not discriminate

because of race, color, religion, ancestry, sex, age, sexual orientation, political affiliation, socio-economic

status, national origin, or disability.

Section 4 - Fiscal Year

The fiscal year for CFI shall be January 1 through December 31.

ARTICLE II - Board Composition, Selection, Authorities

Section 1-Composition

General:

The Board of Directors shall be comprised of no fewer than three (3) and no more than nine (9) persons

and shall be divided into three classes of approximately equal size, the term of one class expiring each

year, except that the initial terms shall expire as set forth in Section 2 below.

A majority of the members of the Board shall be graduates of Springfield (Vermont) High School.

Section 2- Selection and Term of Office

The term of office for Board members shall be three (3) years (except as shown below for the initial

terms of the initial board members) with Board members allowed to serve two (2) consecutive terms.

After serving two (2) consecutive terms, a director shall be eligible to be nominated to the Board again

after one (1) year has elapsed. Board members in addition to the initial members may be elected by the

full Board at any time during the calendar year, but the full term of office shall begin on January 1

following their formal election at the Annual Meeting. The initial board members terms shall begin

immediately and shall expire as shown below:

Term expiring December 31, 2021:

Oliver W. Stalter 

Term expiring December 31, 2022:

David Stapleton 

Term expiring December 31, 2023

Scott Searle

Section 3 - Elections

Elections shall be held at the Annual Meeting for those Board members whose terms expire, and for all

officer positions. Board member elections shall conclude prior to the election of Officers. During the

month preceding the Annual Meeting, any Board member may nominate candidates for each Board

position and recommend one candidate for each officer position. Any person who has contributed to CFI

or the Cosmos Fund in the year preceding the Annual Meeting is also invited to recommend a person as

a nominee for election to the Board. Any Board member at the Annual Meeting may make additional

nominations. A two-thirds vote by the Board members present and voting at the Annual Meeting shall

be required to elect any members of the Board.

Section 4 -Board Authority and Responsibilities; Committees

The Board shall carry out the purposes and mission of CFI and any grants or other expenditures to

further such purposes and mission shall be subject to approval of two-thirds of the CFI board. The Board

may also form committees from time to time with respect to such matters as fundraising, investments,

educational programs, technology business development programs and such other matters as the Board

may consider appropriate. Any such committee may include one or more persons who are not members

of the Board but shall include at least a majority who are Board members. Any actions proposed by a

committee shall be subject to approval of two-thirds of the CFI board.

Section 5 -Other Board Member Related Provisions

Vacancies: When a Board seat is vacated before the term has expired, or by the creation of a new Board

seat, the Board, by vote of two-thirds of the remaining Board members, may elect to fill the vacancy for

the remainder of the term in which the vacancy occurred.

Section 6 -Board Meetings and Related Procedural Provisions

Annual and Regular: The Board of Directors shall meet at least quarterly. In addition, CFI will hold an

Annual Meeting in January of each year to re-elect and elect Board members and officers, to hear

annual reports of CFI and to transact any other business as may properly come before CFI.

Attendance at meetings: Board members are expected to participate in all Board meetings unless

absence is excused by exigent circumstances. Attendance can be in person or via any communication

technology that permits the Board members to communicate with other Board members during the

meeting.

Special: The President may call special meetings of the Board at any time, with written notice to all Board

members stating the purpose of the special meeting. Board members shall receive at least two (2) days

advance written, telephonic, or electronic notice of the special meeting.

Quorum: A quorum consists of at least 51% of the Board members. Participation can be in person or via any

communication technology that permits communication between Board members.

Quorum Voting: Voting, unless provided otherwise in these By-Laws, shall require a quorum of voting

members of the Board.

Proxy Voting: There will be no voting by proxy.

Voting between Meetings: When authorized by the President, the Board may vote via email, phone, or other

electronic purposes. The vote will be announced and recorded in the minutes of the next regular meeting.

Minutes: All Board and Committee meeting minutes shall be recorded, distributed for review and acceptance

and stored in the corporate offices.

Notice of Meetings: Notices of meetings of the Board of Directors shall be prepared under the direction of the

President and delivered to the Directors at least three (3) business days before the time of any such meeting.

All notices of meetings shall state the time, place, and agenda of the meeting. Electronic notification shall be

considered sufficient to meet this standard.

Action Without a Meeting: Any action required or permitted to be taken at any meeting of the Board may be

taken without a meeting if the text of the action or resolution agreed upon is sent to all Board members then in

office, provided that all Board members consent in writing (which may include email or electronic signatures)

to such action or resolution. Such consent in writing shall have the same force and effect as a vote of the

governing Board at a meeting and may be described as such in any document executed by CFI.

Involuntary Removal of Directors: A Board member may be removed involuntarily from the Board for the

following reasons:

• Repeated failure to attend Board meetings

• The individual is suspended or debarred from participating in federal or state programs

• Refusing to act in a manner consistent with CF l's mission or priorities

• Violation of Conflicts of Interest Policy

• Other cause as determined by the Board in good faith.

Involuntary removal of a Board member requires a two-thirds vote of the entire Board, exclusive of Board

member under consideration for removal.

Resignation of Directors: Any Board member may resign by submitting a written resignation, with effective

date to the Board President and/or Vice President.

Article Ill - Officers and Executive Director

The Board at its Annual Meeting shall elect a President, a Secretary, and a Treasurer, and such other officers, if

any, as the Directors may determine. The Secretary shall be a resident of Vermont unless CFI has a resident

agent duly appointed for the purpose of service of process

Section 1 - Term

Officers are elected annually. Officers shall assume their responsibilities at the beginning of the fiscal year,

January 1. In the event a vacancy occurs before the end of the term, the Board may elect a new officer from its

members.

Section 2 - Duties of Officers

President: The President of the Board shall (i} preside at all meetings of the Board and perform other such

duties as may be required of him or her by the Board.

Secretary: The Secretary shall (i) prepare and keep the minutes of the meetings of the Board; (ii) present such

record to the Board for approval and adoption; (iii) give or cause to be given all notices in accordance with

these By-Laws or as required by law; and (iv) be responsible for such other actions of the CFI as the Board shall

direct. The Secretary shall be the sole person permitted to seal and certify official Board approval matters

before the Board and to authenticate records of CFI.

Treasurer: The Treasurer shall: (i) oversee the fiscal affairs of CFI and report on the financial condition of CFI to

the governing Board at its regular meetings, the Annual meeting and at such other times as the Board may

require. All funds of CFI shall be deposited to the credit of CFI in such banks and depositories and under such

terms and conditions as may be determined by the Board.

Section 3 - Executive Director

The Board may appoint an Executive Director to serve on such terms and conditions and with such

responsibilities as the Board may determine from time to time.

Article IV - Conflicts of Interest, Amendment, and Dissolution

Section 1-Conflicts of Interest

Each Board member and Executive Director shall have a fiduciary duty to CFI and must give it his/her

loyalty, as well as an obligation to maintain the confidentiality of CFl's proprietary information. Board

members, officers and the Executive Director further are obligated to disclose any conflicts of interest

(including any personal interest that he or she may have in any matter pending before CFI and shall not

participate in any decision on such matter. Without limitation on the foregoing, any member of the

Board, officer or Executive Director who is also an officer, board member, committee member, employee,

owner or staff member of a contractor, vendor, or supplier of or to CFI or a grant recipient or beneficiary

of a grant or other financial benefit provided or proposed to be provided directly or indirectly by CFI, shall

immediately identify his or her affiliation with such entity and shall not (unless approved by a majority of

the disinterested Board members) be present during the discussion of any matters pertaining to such

entity. In any event, Board members shall recuse themselves from voting on issues that either do or

appear to relate to such conflict or affiliated entity and any decision with respect to such issues shall be

made by two-thirds of the disinterested board members.

No member of the Board of Directors, officer or Executive Director may directly profit from any

expenditure of funds of CFI or the Cosmos Fund. Subject to the approval of two-thirds of the

disinterested members of the Board, a director or officer may be reimbursed for reasonable out of pocket

expenditures.

Section 2 -Amendments

Amendments to the bylaws may be proposed by:

• The Board of Directors

• Any two voting members of the Board of Directors

A proposed amendment shall be submitted in writing to each member of the Board of Directors fourteen

(14) days before the meeting at which time it will be formally presented. Any amendment must be

approved by two thirds of the directors in office at the time the amendment is adopted.

Section 3 - Dissolution

No Board member, Executive Director, officer or employee shall be entitled to share in the distribution of any

of the corporate assets upon the dissolution of CFI. All such persons shall be deemed to have expressly

consented and agreed upon such dissolution or winding up the affairs of CFI, whether voluntary or involuntary,

the assets of CFI, after all debts have been satisfied, then remaining in the hands of the Board, shall be

distributed, transferred, conveyed, delivered or paid over, in such amounts as the Board may determine in

furtherance of CF l's mission, or as may be determined by a court of competent jurisdiction upon the

application of the Board, exclusively to charitable, religious, scientific, literary or educational organizations,

which then qualify for exemption from Federal Income taxation under the provisions of Code Section S0l(c) (3)

and the Treasury Regulations there under, as they now exist or as they may hereafter be amended.

ARTICLE V - Indemnification

Unless expressly prohibited by law, CFI shall indemnify any person made a party to an action, suit or

proceeding (whether civil, administrative or investigative) by reason of the fact that such person is or was a

board member, executive director, officer, employee, member of a Board committee or agent of CFI or serves

or served any other enterprise at the request of the CFI, against all expenses (including attorney fees),

judgments, fines and amounts paid or to be paid in settlement incurred in connection with such action, suit or

proceeding, except in relation to matters as to which he or she shall be adjudged in such action, suit or

proceeding to be liable for gross negligence or misconduct in the performance of a duty. Any settlement of

such matter shall be subject to the approval and ratification of a majority of disinterested Board members or at

least two-thirds of the entire Board if there is not a quorum of disinterested members.

Every reference in this Section to Board members and Officers of CFI shall include every Board member and

Officer and Executive Director thereof or former Board member and Officer and Executive Director thereof.

The right of indemnification herein provided for shall be in addition to any and all rights to which any Board

member, Officer, Executive Director, employee or agent of CFI otherwise might be entitled, and the provisions

hereof shall neither impair nor adversely affect such rights.

ARTICLE VI -Approval and Acceptance of By-laws

I hereby attest that this is a true copy of the By-Laws adopted by The Cosmos Fund, Inc. as so accepted

by the unanimous vote of the directors present and voting on January 6, 2020.

Oliver W. Stalter, Secretary

Dated January 6, 2020