RESTATED AND AMENDED BYLAWS OF THE STONY BROOK SCHOOL as of April 2005 The Bylaws of The Stony Brook School, including all previous amendments, are restated as follows: Article | Offices The principal office of this non-profit corporation shall be located at The Stony Brook School, Stony Brook, New York. The Board of Trustees shall have the power and authority to establish and maintain main branch or subordinate offices at any other location within or without the State of New York. Article II No Memberships This Corporation shall have no memberships unless they are so provided by an amendment to these Bylaws. Article lit Board of Trustees ls Number, The business and affairs of this Corporation shall be managed and controlled by a Board of at least five (5) but no more than thirty (30) trustees. 2. Election and Term. Effective April 28, 1995, the Board of Trustees shall be those listed on Exhibit A of the Bylaws. Thereafter, the trustees shall be elected at a meeting of the trustees andeach trustee shall serve for a term of four years from the date of election and shall be eligible for reelection to additional terms, except as provided hereafter in the paragraph. Trustees shall not be eligible for reelection to the Board for a period of one year after they have completed two consecutive four year terms of service on the Board unless as otherwise provided. Those elected as officers shall be permitted to finish their officer term after which they must wait at least one year before serving as a member of the Board or officer again subject to the same term limit described above. Those Trustees or officers completing the unexpired term of another Trustee or officer shall be permitted to finish that unexpired term and then serve two more consecutive four year terms as Trustee or officer, after which they must wait at least one year before so serving again subject to the same term limit described above. Members of the Board of Trustees as of September 28, 2000, shall be eligible to serve for a period of four years following the expiration of the term of office they were serving at that time before required to wait one year and be subject to the term limitations described above. The Headmaster shall serve continuously on the Board of Trustees until said appointment ends without being subject to the term limitations described herein. Exceptions to the above term limitation requirements and time when the above term limitation requirement shall be applicable are as follows: April 2004 ~ Steve Newton; April 2005 - John Johnson; April 2006 - Carol Horst and Wallace L. Larson; April 2007 - Alison Clark, Nancy S, Pinder and James Secunda; April 2008 — Albert Brayson, Alan Chapman and Sierd Tilma; April 2009 - Robert Grinnell, Norman Koop and George W. Shepherd lil; April 2010 - Thomas J. Hendrickson and Daria Pace Lamb.On January 27, 2001 and thereafter, the Board of Trustees shall have the right to change these applicable term limits by board resolution in order to meet the requirements of the corporation, achieve corporate continuity, and to the extent possible, achieve equal numbers of trustees continuing and departing because of these term limit requirements. All officer and board terms shall end at the regular board meeting in April on the last year of said terms or on May 30 of that year should no regular April board meeting be held. 3. Regular and Organizational Meetings of the Board. The regular meetings of the Board of Trustees shall be held on the third Sunday of January, April and October at The Stony Brook School location. The organizational meeting of the trustees shall be held every fourth year at the regular April trustee meeting and shall meet for the purpose of organizing and electing officers of the Corporation and such other business to be conducted on behalf of the Corporation. The next organizational meeting shalt be held at the regular April trustee meeting in 1997. 4. Special Meetings. Special meetings of the Board may be held whenever called by the Chair of the Board, or by a majority of the Board. By the unanimous consent of the trustees, special meetings of the Board may be held without calll or notice at any time or place. Otherwise, notices of special meetings shall be given as provided in Article XII of these Bylaws. 5. Quorum, A quorum for the transaction of business at any meeting of the trustees shall consist of nine (9) members of the Board at the time in office, or a majority of the Board if less than 9, but a majority of those present at the time and place of any regular or special meeting, although less than a quorum, may adjourn from time to time without notice until a quorum may be had. The vote of a majority of the trustees present at a meeting at which a quorum is present, in favor of or against a proposition, including election of trustees, shall prevail except as may be otherwise provided by statute, the Articles of Incorporation, or the Bylaws.