2025 Crosby Scholars Rowan Board Manual by cscp

ROWAN COUNTY CROSBY SCHOLARS

COMMUNITY PARTNERSHIP

BOARD OF DIRECTORS

History & General Information

Staff Directory 1 2 3 4 5

Mission + Vision

History

Board Governance

Board Committees

Responsibilities

Conflict of Interest Statement Bylaws

Crosby Scholars Program

Program Overview 2023-24 At A Glance Organizational Chart

Strategic Plan + Financials

Strategic Plan | 2019-2021

2025 Proposed Budget

HISTORY & GENERAL INFORMATION

Rowan

ROWAN COUNTY CROSBY SCHOLARS COMMUNITY PARTNERSHIP

Vision Statement

We seek to ensure that every public school student in Rowan-Salisbury Schools has the opportunity to attend college or pursue post-secondary education

Mission Statement

We will assist public middle and high school students in Rowan-Salisbury Schools in preparing themselves for successful college enrollment.

For College. For Life.

As a partnership of the Rowan-Salisbury School System, Goodwill Industries of Northwest North Carolina, individuals, businesses, foundations and other philanthropic organizations interested in higher education for all of our students, the Rowan County Crosby Scholars Community Partnership is a nonprofit college access organization through which students begin to prepare academically, financially, and personally for successful college admission beginning as early as middle school. The program plans to provide academic training, financial aid and college application workshops, advisory services, college tours, and Last Dollar Grant scholarships based on unmet need, to all students willing to complete the requirements of the program.

Goal #1: To assure every qualiﬁed public high school graduate in Rowan County an opportunity to pursue college or post-secondary training

Objectives:

● To increase the number of students going to college or other post high school education.

● To counsel students and their parents regarding ﬁnancial aid and the college selection process.

● To provide last-dollar grant assistance, as individually required, to those qualiﬁed students who have demonstrated unmet ﬁnancial need

● To create an advising system that ensures positive role models as volunteers helping in the counseling/application process.

● To promote citizenship through community involvement, a commitment to a drugfree lifestyle, and active participation in the education process

● To train volunteer advisors to become knowledgeable about college admissions and the ﬁnancial-aid process.

Goal # 2: To develop the non-proﬁt entity responsible for the administration of the program

Objectives:

● To recruit community volunteers to assist with the funding and administration of the program.

● To establish a marketing/development committee to enlist community partners and donors.

● To establish a program committee to develop and implement program components

● To establish other committees of the Board as needed to fulﬁll the Bylaws of the organization.

History

In 1937, Entertainer Bing Crosby started a small golf tournament in California The event, which paired Hollywood hackers with golf pros, eventually became large enough to provide funds to a number of charities associated with golf and education.

With a 60-year history, The CROSBY National Celebrity Golf Tournament was the longest running charity golf tournament in the nation Although Bing passed away in 1977, the tournament continued in his honor Thanks to Kathryn Crosby, his widow, the tournament moved in 1986 from California to the Bermuda Run Country Club near Winston-Salem, NC.

The Crosby Scholars Community Partnership began in Forsyth County, NC in 1992 by the organizers of The CROSBY National Celebrity Golf Tournament Since 1996, Crosby Scholars has been available to Forsyth County public school students in grades 6-12 Forsyth County has graduated over 7,800 Crosby Scholars, awarded $5 million in Last Dollar Grants, and helped leverage over $50 million in other ﬁnancial aid for its students.

In July 2012, Goodwill Industries of Northwest North Carolina, Inc and The Crosby Scholars Community Partnership announced the formation of a strategic alliance that established Crosby Scholars as an independent affiliate of Goodwill. In addition to providing funding for Crosby Scholars in Forsyth County, the affiliation also offered a unique opportunity for the replication and expansion of the Crosby Scholars model within Goodwill’s 31-county northwest North Carolina territory.

In January 2013, the first off-shoot of this strategic alliance was launched – The Rowan County Crosby Scholars Community Partnership. In its inaugural year, Rowan Crosby Scholars had 1,734 students apply: 867 Middle School students and 867 High School students. In 2016, the Rowan Crosby Scholars program graduated its first class of seniors.

Rowan County Crosby Scholars Information

Rowan Crosby Scholars is a college access program through which public school students begin to prepare academically, ﬁnancially, and personally for successful college admission as early as middle school We are partnered with Goodwill of Northwest North Carolina and modeled after the successful Crosby Scholars Community Partnership in Forsyth County, which graduates 100% of its seniors and sends 98% of its graduates on to access post-secondary education.

Every public 6th-10th grade student in Rowan County is eligible to apply to our program and in our first three years, we’ve admitted over 3300 students Once admitted, students must fulfill a number of requirements each year in order to remain in the Crosby Scholars Program. Middle school students must strive to maintain at least a 2.0 GPA, attend a Crosby Academy, complete community service hours, and follow school policies (i.e., no suspensions). High school students have the same requirements, and also must agree to remain drug and alcohol free, by participating in a random drug screening program Sophomores, juniors and seniors must attend a college fair and required college preparation meetings led by volunteer advisors or staff. Sophomores who complete all of the requirements automatically stay in the program as they progress through to high school graduation. In June, 2016 the first senior class of 175 Crosby Scholars will graduate. They will be attending 40 different colleges and universities from five different states 35% of these students will be first in their families to attend college As a class, they completed over 5000 community service hours, contributing to the program total of 12,000 hours for the year.

The Crosby Scholars Program supports the “whole” student, with the goal of removing barriers to the students attaining a higher education Crosby Academy classes provide essential college-preparatory skills that support academic and personal enrichment Classes such as note taking, test-taking, ACT and SAT prep, building self-esteem, time and conflict management, and goal setting are just a few examples of offerings. Parents and/or guardians are also offered Crosby Academy classes, and in the junior year of high school, parents and guardians are asked to attend meetings to help them prepare for the college application process their students are about to begin.

The statistics are daunting Within Rowan County, only 17% of our population, age 25, and older, has a Bachelor’s degree. In addition, over 50% of our recent graduating high school seniors are not moving on to access post-secondary education. The consequences of failing to obtain post-secondary education can be profound, and currently, 18.5% of our population has an income below the poverty level

Through the Rowan Crosby Scholars program, all public school students will have an increased awareness of the importance of college. Our “open door” recruitment policy will support and prepare students from every socio-economic background to be successful after college. With the dedicated mentoring, support, structure, and assistance oﬀered by Crosby Scholars, many bright, capable students from Rowan County will, for the ﬁrst time, consider applying for college, and experience the life-transforming possibilities a higher education can bring to them.

Rowan County Crosby Scholars Community Partnership

BOARD GOVERNANCE

Rowan County Crosby Scholars Community Partnership

Article III

(b) Each Director shall be assigned to one of three classes (designated as Class A, Class B, and Class C), and the number of Directors assigned to each class shall be as nearly equal in size as practicable Each Director shall hold office for a term of three (3) years; provided, however, that a Designated Director’s term shall end when the person ceases to hold the position that is the basis of the designation as a Director.

(c) A Director (other than a Designated Director) may serve for two (2) consecutive terms and until his or her successor, if there is to be one, shall be elected and shall qualify After an absence from the Board of Directors for at least (1) year, an individual who previously had served two (2) consecutive terms may be re-elected to the Board of Directors.

Board of Directors Class Rotation

CLASS A: 2025

Drew Davis**

Mike Miller

Fernanda Jaro

Delores Morris

CLASS B: 2026

Dr. Windsor Eagle*

Kathy Rusher*

Aleashia Brandon

Julie Whicker

Dr Jacqueline Davis

Veronica Rankin**

Maria Delgado**

CLASS C: 2027

Gwin Barr*

Jessica Cloward**

Leigh Ellington

Shonda Hairston**

Susie Ritchie**

* Original Board Member

** Fulfilled One Term

Specially Designated Directors

Executive Director of (Forsyth) Crosby Scholars: Mona Lovett

Rowan-Salisbury Schools Superintendent: Dr Kelly Withers

Goodwill Financial Designee: Martin Jones, Senior Accountant

Ex-officio Directors

CEO of GWNWNC: Barbara Maida-Stolle

Executive Director, Rowan Crosby Scholars: Jessica Vess

Rowan County Crosby Scholars Community Partnership Committee Membership

Executive Committee

Chair Kathy Rusher

Vice Chair Susie Ritchie

Immediate Past Chair Gwin Barr

Secretary Aleashia Brandon

Treasurer **Martin Jones

Finance Committee

Chair **Martin Jones

Drew Davis

Kathy Rusher

Veronica Rankin

Maria Delgado

*Archie Dees

Marketing/Development Committee

Chair Gwin Barr

Mike Miller

Jessica Cloward

Susie Ritchie

Fernanda Jaro

Aleashia Brandon

Julie Whicker

Nominating Committee

Chair Kathy Rusher

Gwin Barr

Dr Windsor Eagle

**Mona Lovett

Program Committee

Chair

Shonda Hairston

Delores Morris

Dr Jacqueline Davis

Leigh Ellington

*Community member

**Special Designated Director

ROWAN COUNTY CROSBY SCHOLARS COMMUNITY PARTNERSHIP

FINANCE COMMITTEE

Charter

I. PURPOSE

The purpose of the Finance Committee (the “Committee”) of the Board of Directors (the “Board”) of the Rowan County Crosby Scholars Community Partnership (the “Partnership”) is to (1) Advise the Executive Director of Rowan County Crosby Scholars Community Partnership and the Vice President of Finance of Goodwill, Northwest, NC, on matters related to financial procedures (2) Report financial procedure findings to the Board. (3) Reviews organization’s insurance coverage (with the exception of health insurance). (4) Reviews investments and makes recommendations on investment strategies. (5) Assist with financial growth of the program. (6) Reviews organization’s annual tax filings and audit reports.

II. COMPOSITION

All matters relating to the composition of the Committee, including the Committee chairperson, deputy chairperson, voting members, and advisors, will be governed by the Corporation’s Bylaws (the “Bylaws”).

III. MEETINGS

The Committee will meet as often as necessary to perform its duties and responsibilities, but no less than four times per year. All matters relating to Committee meetings and actions will be governed by the Bylaws.

IV. COMPLIANCE WITH ASSOCIATION ARTICLES, BYLAWS, AND POLICIES

The Committee and its members and advisors shall at all times comply with the Corporation’s Articles of Incorporation, Bylaws, and policies, including, without limitation, policies concerning confidentiality and conflicts of interest In the event of any conflict between the terms of this Charter and the terms of the Bylaws, the terms of the Bylaws shall control and supersede the terms of this Charter.

V. DUTIES, RESPONSIBILITIES, ACTIVITIES, AND POWERS

The following functions shall be the common recurring duties, responsibilities, activities, and powers of the Committee These functions should serve as a guide with the understanding that the Committee may carry out additional functions and adopt additional policies and procedures consistent with the Committee’s purpose as may be appropriate in light of changing business, legislative, regulatory, legal, or other conditions. The Committee shall also carry out any other responsibilities and duties legally delegated to it by the Board or the Executive Committee from time to time

In general, the Committee shall develop goals, objectives, and strategies for the Corporation in coordination with the Executive Director. Speciﬁc functions include the following:

A. Reviews the monthly ﬁnancial statement and ﬁscal status of the organization.

B Approves the annual budget for presentation to the Board

C. Monitors capital expenditures as appropriate.

D. Reviews organization insurance coverage.

E Reviews Strategic Plan and presents to Board for approval

F. Annually reviews banking relationships and investments and makes recommendations on investment strategies.

VI. PERFORMANCE EVALUATION

The Committee will produce and provide to the Board or its designee an annual performance evaluation of the Committee, which will compare the performance of the Committee with the requirements of this Charter. The performance evaluation will also recommend any improvements to the Committee’s Charter deemed necessary or desirable by the Committee

Charter

I. PURPOSE

The purpose of the Marketing & Development Committee (the “Committee”) of the Board of Directors (the “Board”) of the Rowan County Crosby Scholars Community Partnership (the “Corporation”) is to (1) promote the program in the community and (2) ensure the enduring ﬁnancial growth of the program.

II. COMPOSITION

III. MEETINGS

IV. COMPLIANCE WITH ASSOCIATION ARTICLES, BYLAWS, AND POLICIES

V. DUTIES, RESPONSIBILITIES, ACTIVITIES, AND POWERS

In general, the Committee shall develop goals, objectives, and strategies for the Corporation in coordination with the Executive Director. Speciﬁc functions include the following:

A. Evaluate the diversity of funding streams and implement a major gifts program

B Create a comprehensive donor cultivation and stewardship plan

C Increase board engagement with fundraising

D. Implement a special fundraising event.

VI. PERFORMANCE EVALUATION

PROGRAM COMMITTEE

Charter

I. PURPOSE

The purpose of the Program Committee (the “Committee”) of the Board of Directors (the “Board”) of the Rowan County Crosby Scholars Community Partnership (the “Partnership”) is to (1) Advise the Executive Director and Program Director of Rowan County Crosby Scholars Community Partnership on matters related to student programming. (2) Review volunteer program and make recommendations on best practices. (3) Assist with student enrollment growth of the program. (4) Review and report program ﬁndings to the Board annually. (5) Ensure strategic plan is implemented as outlined.

II. COMPOSITION

All matters relating to the composition of the Committee, including the Committee chairperson, voting members, and advisors, will be governed by the Association’s Corporation’s Bylaws (the “Bylaws”).

III. MEETINGS

IV. COMPLIANCE WITH ASSOCIATION ARTICLES, BYLAWS, AND POLICIES

The Committee and its members and advisors shall at all times comply with the Association’s Corporation’s Articles of Incorporation, Bylaws, and policies, including, without limitation, policies concerning confidentiality and conflicts of interest. In the event of any conflict between the terms of this Charter and the terms of the Bylaws, the terms of the Bylaws shall control and supersede the terms of this Charter.

V. DUTIES, RESPONSIBILITIES, ACTIVITIES, AND POWERS

The following functions shall be the common recurring duties, responsibilities, activities, and powers of the Committee. These functions should serve as a guide with the understanding that the Committee may carry out additional functions and adopt additional policies and procedures consistent with the Committee’s purpose as may be appropriate in light of changing business, legislative, regulatory, legal, or other conditions The Committee shall also carry out any other responsibilities and duties legally delegated to it by the Board or the Executive Committee from time to time.

In general, the Committee shall develop goals, objectives, and strategies for the Corporation Partnership in coordination with the Executive Director Speciﬁc functions include the following:

A. Reviews components of the Rowan Crosby student program.

B. Reviews the annual program calendar.

C Monitors volunteer training and usage

D. Annually reviews relationship with Rowan Salisbury schools, including role of Liaisons.

VI. PERFORMANCE EVALUATION

The Committee will produce and provide to the Board or its designee an annual performance evaluation of the Committee, which will compare the performance of the Committee with the requirements of this Charter The performance evaluation will also recommend any improvements to the Committee’s Charter deemed necessary or desirable by the Committee.

Responsibilities of the Board of Directors

Rowan County Crosby Scholars Community Partnership

Responsibilities of the Board

1 Determine the organization’s mission and purpose

2 Select the executive

3. Support the executive and review his or her performance at least annually.

4. Ensure eﬀective organizational planning.

5. Ensure adequate resources to achieve the organization’s mission and goals.

6 Ensure eﬀective management of resources

7 Monitor the Rowan Crosby’s results to ensure that they ﬁt the mission and goals

8. Enhance the organization’s public image.

9. Serve as a court of appeals if needed.

10. Assess its own performance.

Responsibilities of Individual Board Members

1. Attend all quarterly Board meetings.

2. Participate in Rowan Crosby’s marketing/development initiatives.

3 Serve on at least one committee

4 Make a personal contribution

5. Help with fundraising by assisting with contacts with foundations, corporations, and individual donors and by being active in the fundraising role of the Board.

6. Represent Rowan Crosby whenever possible to his or her constituencies and in the community, and represent the organization in more formal ways when requested

7 Actively recruit members and supporters to the organization and reinforce the value of participation for current members and supporters.

8. Come to meetings prepared, having read emails.

Adapted by Rowan County Crosby Scholars Community Partnership from Ten Basic Responsibilities of Nonproﬁt Boards by Richard T Ingram, BoardSource, Washington, D C

R

OWAN COUNTY CROSBY SCHOLARS COMMUNITY PARTNERSHIP

CONFLICT OF INTERESTQUESTIONNAIRE

(1) Do you, any member of your immediate family, or any individual or company over which you exert influence have control/hold an interest either directly or indirectly, in an entity which:

a. competes or may reasonably be expected to compete with Rowan County Crosby Scholars Community Partnership (hereafter Rowan Crosby)?

Yes

b. supplies or may reasonably be expected to supply goods, materials, services or property of any kind to Rowan Crosby?

Yes

c. Rowan Crosby may reasonably be expected to supply goods, materials, services or property of any kind?

Yes

(2) Have you or any of your associates, either directly or indirectly, sold, purchased, leased or licensed a product, property (real, personal, tangible or intangible) or a service to or from Rowan Crosby or entered into any other transaction with Rowan Crosby?

Yes

(3) Are any of your relatives employed by Rowan Crosby?

Yes

(4) Do you have any other relationships, memberships on boards (either for profit or non-profit), or transactions, which might reasonably be regarded as creating possible conflicts of interest?

Yes

(5) These questions are not all inclusive. If you are aware of conflicts of interest you may have, please address them on the attached page.

If you answered “YES” to any of the above questions, please supply details of the situation as requested on the following page.

I certify that I have carefully read the attached Conflicts of Interest Policy statement and the related definitions and that the statements made by me are true and complete to the best of my knowledge. I am also aware that Rowan Crosby policy requires me to promptly disclose any change in the information provided herein. (Key Employees, Board members, and Officers, will make such disclosure to the Executive Director, who will report such conflicts to the Board of Directors.

Signature Date

Name (Please Print)

Position

I. If you answered “YES” to any part of Question 1, please supply below the details of the situation including, at a minimum, all of the following information that applies:

Name and address of the entity in which you or an associate holds an interest.

The nature of the relationship of the entity with Rowan Crosby.

If you believe that mitigating factors exist that may minimize your influence over the actions or attitudes of Rowan Crosby, its competitors or its suppliers with respect to their interrelationships, please explain:

II. If you answered “YES” to Question 2, please disclose descriptive details including the approximate value of any transaction entered into by you or any of your associates whereby a product, property or service was sold, purchased, leased, or licensed to or from Rowan Crosby:

III. If you answered “YES” to Question 3, please state the names of any relatives employed by Rowan Crosby, their relationship to you, their positions with Rowan Crosby, the location at which they are employed, and the period during which they have been so employed:

IV. If you answered “YES” to Question 4, please disclose below in such detail as you believe necessary, any other relationships or transactions which you have, which might reasonably be regarded as creating a possible conflict of interest:

V If you are aware of conflicts of interest you may have which have not been addressed above, please disclose below, in detail, any pertinent information:

Please ensure that a “YES” or “NO” answer has been indicated for each of the four questions in the survey and that you have supplied the detailed information requested for “YES” answers and in Question V above.

AMENDEDANDRESTATED BYLAWSOF ROWANCOUNTY

CROSBYSCHOLARSCOMMUNITYPARTNERSHIP

EFFECTIVEASOFNOVEMBER5,2020

Section5.13

Section6.8

Section6.9

Section6.10

Section6.11

SectionI.1

ARTICLEI

NAME,OFFICES,PURPOSEANDMISSION

Name

. The name of the Corporation is Rowan County Crosby Scholars Community Partnership, hereinafterreferredtoasthe“Corporation.”

SectionI.2 PrincipalOffice

. The principal office of the Corporation shall be located at 2701 University Parkway, Winston-Salem, North Carolina 27115, or such other place as may be designated from time to time by the Board of Directors of the Corporation (the “Board of Directors” or the “Board”). The registered office of the Corporation required by law to be maintained in the State of North Carolinamaybe,butneednotbe,identicalwiththeprincipaloffice.

SectionI.3 OtherOffices

The Corporation may have offices at such other places, either within or without the State of NorthCarolina,astheBoardofDirectorsmayfromtimetotimedetermine.

SectionI.4

Purpose

. The purposes of the Corporation, as stated in the Articles of Incorporation of the Corporation (the “Articles of Incorporation”), are to operate exclusively for charitable,educational,religious andscientificpurposeswithinthemeaningofSections501(c)(3)oftheInternalRevenueCodeof 1986, or any succeeding law (the “Code”), and to engage in any lawful activity for which corporations may be organized under the North Carolina Nonprofit Corporation Act (the“Act”) so long as the Corporation does not engage in any activity oractivitiesnotinfurtheranceofone or more tax exempt purposes as contemplated inSection501(c)(3)oftheCode. Consistentwith the foregoing, the Corporation, for the foreseeable future, shall have as its principal purpose providing a variety of assistance to K-12 students in Rowan County, North Carolina to help prepare them academically, personally, and financially for admission to college and other post-secondaryeducationalinstitutions.

ARTICLEII MEMBERS

SectionII.1

Identification

Unless and until the Articles of Incorporation are amended to provide otherwise, the Corporation shall have one member (the “Member”), which shall be Goodwill Industries of NorthwestNorthCarolina,Inc.(“Goodwill”).

SectionII.2 ApprovalRightsoftheMember

Prior to the Member havinggiven,orhavingbeenproperlydeemedtohavegiven,itsapproval in accordance with Section 2.4, the Board of Directors shall not cause the Corporation to take any action to (a) adopt and implement an annual budget for any fiscal year; (b) make any expenditure (or series of related expenditures) not provided for in the Corporation’s then applicable annual budget that exceeds $25,000; (c) effect any material employment decisions regarding the Executive Director (and/or any person who may hold the position of chief executive officer or chief operating officer) of the Corporation; (d) adoptanynewstrategicplan (or any new capital campaign plan) for the Corporation; (e) dissolve or terminate the Corporation; (g) admit ordesignateaneworadditionalmemberoftheCorporation;(h)mergeor combine the Corporation with (or sell all or substantially all of the assets of theCorporationto) another person or entity; (i) amend the Corporation’s Articles of Incorporation; or (j) amend these Bylaws in a manner that materially and adversely affects any right grantedtotheMember intheseBylaws.

SectionII.3 BooksandRecord

. Any duly authorized representative oftheMembershall,uponreasonablenotice,beentitledto inspect the books and records of the Corporation during reasonable business hours for any purposereasonablyrelatedtotheMember’sstatusassuch.

SectionII.4 ExerciseofMemberApprovalRights

. With respect to any matter in these Bylaws for which Goodwill has an approval right as the Member,thefollowingproceduresshallapply.

(a) Goodwill shall be furnished at least thirty (30) days’ prior written notice describing in reasonable detail any action proposed to be taken with respect to which Goodwill has approval rights under these Bylaws, unless Goodwill consents to a shorterperiodinaparticularsituation(the“DeterminationPeriod”).

(b) Goodwill’s grant or denial of its approval shall be deemedtohave been dulymadeupontheCorporation’sreceiptofawritteninstrumentsignedinthename of Goodwill by its Chief Executive Officer or by any other officer of Goodwill who has been designated by the Board of Directors of Goodwill (the “Goodwill Board”), and communicated in writing to the Corporation as an officer with authority to act onbehalf of Goodwill (each a “Written Determination”). The Corporation shall be entitledtorely upon (and be fully protected in acting upon) any Written Determination it believes tobe genuine. Each Written Determination shall be filed with the Corporation as part of the corporate records. A Written Determination may be given electronically in accordance withSection11.3oftheseBylaws.

(c) If Goodwill does not indicate its approval or disapproval in a Written Determination prior to the expiration of the Determination Period, then Goodwill’s approval shall be deemed to be given as of the next day after the end of the Determination Period, and the Corporation shall beentitledtoproceedwiththeproposed

action as describedinthenotice(ifandtotheextentthattheactionisotherwiseapproved or permitted pursuanttotheauthorityoftheBoardofDirectorsandtheseBylaws),unless Goodwill provides the Corporation written notice of Goodwill’s disapproval of the proposedactiononorbeforethelastdayoftheDeterminationPeriod.

ARTICLEIII BOARDOFDIRECTORS

SectionIII.1 GeneralPowers

Subject to the provisions of Section 2.2, all corporate powers shall be exercised under the authority of, andthebusinessandaffairsoftheCorporationshallbegovernedandsupervisedby, theBoardofDirectors.

SectionIII.2 Number,Term,andQualification

(a) The number of Directors of the Corporation shall not be less than twelve (12) nor more than twenty-seven (27). The Directors at any annual or special meeting may by resolution fix the number of Directorstobeelectedfromtimetotime;but,inthe absence of such a resolution with respect to any particular election meeting, the number of Directors elected atthemeetingplusthenumberofDirectorscontinuinginofficeshall constitute the number of Directors of the Corporation until the next annual or special meeting at which Directors are elected. It is the intent and expectation that the persons holding the positions of Superintendent of the Rowan-Salisbury School System, Chief Financial Officer of Goodwill (or eachsuchperson’srespectivedesigneefromwithinthe organization who holds a similar or comparable high level position of authority and responsibility), and ExecutiveDirectoroftheCrosbyScholarsCommunityPartnershipof Forsyth County shall each be elected as a Director of the Corporation(eacha“Specially DesignatedDirector”)forallpurposesundertheseBylaws,includingtherighttovote,for aslongasheorsheholdsthatposition.

The Chief Executive Officer of Goodwill (or such other member of the Goodwill Board designated by its Chair) and the Executive Director of the Corporation shall each be ex-officio, non-voting members of the Board of Directors (the “ex-officio Directors”). Ex-officio Directors, notwithstanding their designation, shall not be “Directors”, and thereforeshallnotbeincludedwhencalculatingthenumberofDirectors ontheBoardoranysubsetthereofforanypurposeundertheseBylaws.

(b) The Directors shall be divided into three classes (designated as Class A, Class B, and Class C), asnearlyequalinnumberaspossible,toserveinthefirstinstance for terms ending on the first, second, and third annual meeting following their initial appointment, respectively, and until their successors shall be elected and shall qualify, and thereafter the successors in each class ofDirectorsshallbeelectedtoserveforterms of three years and until their successors shall be elected and shall qualify. Notwithstanding the foregoing, a Designated Director’s term shall end when the person

ceases to hold the position that is the basis of the designation as a Director and theterm of a Director who is a member of the Class that was appointed in 2013 (a “2013 Class Director”) shall end upon the 2013 Class Director’s death, resignation, retirement, removalordisqualification.

(c) A Director (other than a Designated Director or a 2013 Class Director) may serve for two (2) consecutive terms and until his or her successor, if there is to be one, shall be elected and shall qualify After an absence fromtheBoardofDirectorsfor at least (1) year, an individual who previously hadservedtwo(2)consecutivetermsmay bere-electedtotheBoardofDirectors.

(d) In the event of the death, resignation, retirement, removal or disqualification of a Director during a term of office, the Director’s successor shall be nominated in accordance with Section 5.2 and may be electedbytheBoardofDirectors, eveniflessthanaquorum. Exceptwithrespecttothesuccessorofa2013ClassDirector, a successor, if elected, shall serve only until theexpirationofthetermofthepredecessor and service during any such unexpired term shall not count for purposes of calculating whether a Director has served two (2) consecutive terms. A successor of a 2013 Class Director, if elected, shall serve a term of threeyearsandsuchthree-yeartermshallcount forpurposesofcalculatingwhetheraDirectorhasservedtwo(2)consecutiveterms.

SectionIII.3 ElectionofDirectors

Directors may be elected at any annual or special meeting oftheBoardofDirectors,provided thattheproceduresinSection5.2havebeenfollowed.

SectionIII.4 Removal

. Any Director may be removed from officeatanytime,withorwithoutcause,bytheDirectors by the vote of amajorityoftheDirectorstheninoffice. IfaDirectorisremoved,anewDirector may be elected to fill the vacancy at the same or subsequent meeting to fulfill the removed Director’s unexpired term. The Member shall havetherighttorequiretheBoardofDirectorsto consider whether a particular Director should be removed for cause, provided that the Member provides written notice to the Board of Directors stating both (a) thespecificbasisonwhichthe Member believes appropriate cause exists for such removal and (b) a detailed descriptionofthe significant detriment to the Corporation thattheMemberbelievesisreasonablylikelytooccurif the Director is not removed by the BoardofDirectors. Uponreceiptofsuchwrittennoticefrom the Member, the Board of Directors shall consider the matter not later than its next regularly scheduled meeting that occurs thirty (30) or more days after receipt of the notice, unless the Memberindicatesthatalatertimeisacceptable.

SectionIII.5 Resignation

. A Director may resign at any time by communicating such resignation to the Chair of the Board of Directors or the Secretary of the Corporation, and such resignation shall be effective when communicated unless such communication specifies a later effective date or subsequent eventuponwhichitwillbecomeeffective.

SectionIII.6 Vacancies

Except as provided inSection3.4,avacancyoccurringintheBoardofDirectorsshallbefilled by a majority of the remaining Directors at any regular meeting or specialmeetingoftheBoard after nomination in accordance with Section 5.2 The Directors shall have and mayexerciseall oftheirpowersnotwithstandingtheexistenceofoneormorevacanciesintheirnumber.

ARTICLEIV

MEETINGOFDIRECTORS

SectionIV.1 AnnualMeeting

. The annual meeting of the Board of Directors shallbeheldinthemonthofNovemberofeach year, for the purpose of electing Directors and/or officers of the Corporation andthetransaction of such other business as may be properly brought before the meeting. If the annualmeetingis not held as designated by these Bylaws, a substitute annual meeting may be called by or at the request of the Chair of the Board or one-third (1/3) of the Directors then in office, and such meetingshallbedesignatedandtreatedforallpurposesastheannualmeeting.

SectionIV.2 OtherRegularandSpecialMeetings

. The BoardofDirectorsshallestablishascheduleforholdingatleastthree(3)regularmeetings each year in addition to the annual meeting. Special meetings oftheBoardofDirectorsmaybe called by or at the request of the Chair of the Board, the Executive Committee, any five (5) DirectorsortheMember

SectionIV.3 PlaceofMeetings

Meetings of the Board of Directors may beheldattheprincipalofficeoftheCorporationorat such other place, either within or without the State of North Carolina, as shall either (a) be designated in the notice of the meeting or (b) be agreed upon at or before the meeting by a majorityoftheDirectorstheninoffice.

SectionIV.4 NoticeofMeetings

. The Secretary (or other person or persons calling ameetingforwhichnoticeisrequiredunder these Bylaws or the Act) shall give written notice, which may be by email, facsimile or other electronic communication, of each meeting at least five (5) days before the meeting. Unless otherwise indicated in the notice, any and all business may be transacted at a meeting of the Board of Directors. Attendance by a Director at a meeting shall constitute a waiver of notice, except where a Director attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called and expresses such objection on the record (or gives written notice to the Secretary of the meeting or the presiding officer for the meeting) anddoesnotthereaftervotefororassenttoactiontakenatthemeeting.

SectionIV.5 ConductofMeetings

. At any regular or special meeting of the Board of Directors, the Chair of the Board shall preside over the meeting. A Secretary of the meeting shall be designated by the Chair of the Board for purposes of preparing the minutes of the meeting and filing same in the corporate records; if no such designation is made at a particular meeting, the SecretaryoftheCorporation mayperformthatfunction.

SectionIV.6 Quorum

. One-third(1/3)oftheDirectorsinofficeimmediatelybeforeameetingbeginsshallconstitutea quorumforthetransactionofbusinessatameetingoftheBoardofDirectors.

SectionIV.7 MannerofActing

Except as otherwise provided by law or in these Bylaws, theactofamajorityoftheDirectors presentatameetingatwhichaquorumispresentshallbetheactoftheBoardofDirectors.

SectionIV.8 ActionWithoutMeeting

. Action taken by a majority of the Directors or members of a committee without a meeting is nevertheless Board or committee action, as the case may be, if written consent to the action in question is given by all of the Directors or members of the committee (by any form of written communication, includinge-mailandfacsimile),andfiledwiththeminutesoftheproceedingsof theBoardorcommittee,whetherdonebeforeoraftertheactionistaken.

SectionIV.9 MeetingbyConferenceTelephone

. Any one or more Directors or members of a committee may participate in a meeting of the Board or committee by telephone or similar communications device that allows all Directors participating in the meeting to simultaneously hear and speak with each other during the meeting,andsuchparticipationinameetingshallbedeemedpresenceinpersonatsuchmeeting.

SectionIV.10 VotingRights

. EachDirectorshallhaveonevote. ThevotingofDirectorsbyproxyshallnotbepermitted.

SectionIV.11 Absences

. Absent a waiver of such absence bytheBoard,aDirectorshallbeconsideredtohaveresigned from his or her position if said Director is absent from more than two (2) consecutive Board meetings without notifying the Secretary, the Chair of the Board or theCorporation’sExecutive DirectorwithinareasonabletimepriortothescheduledBoardmeeting.

SectionIV.12 Compensation

. Directors shall servewithoutcompensation,butreasonableexpensesincurredinfulfillingtheir responsibilities of Board membership may be reimbursed pursuant to guidelines established by theBoardfromtimetotime.

ARTICLEV COMMITTEES

SectionV.1 ExecutiveCommittee

The Board of Directors, by resolution adopted by a majority of the Directors then in office, may designate three (3) or more Directors (one of whom must be the Chair of the Board) to constitute an Executive Committee, which shall have and may exercise the authority of the Board in the management of the business and affairs of Corporation during intervals between Board meetings. Vacancies in the membership of the Executive Committee may be filled by a majority of the Directors then in office at any regular meeting or at a special meeting calledfor that purpose. Unless otherwise determined or approved by a majority vote of the Board of Directors, the Chair of the Board shall serve as Chair of the Executive Committee. The Executive Committee shall meet at the call and discretion of the Chair of the Executive Committee (or if not the same person, the Chair of the Board). The ExecutiveCommitteeshall keep minutes of its proceedings and shall report to the Board of Directors on action taken. Minutes of meetings of the Executive Committee shall be kept with the records of the Corporation. The ex-officio Directors shall be invited to attend meetings of the Executive Committee, but they shall not be entitled to vote on any action contemplated thereby. Notwithstanding the foregoing, the Chair oftheExecutiveCommitteemaydecidetoexcludethe ex-officioDirectorsfromcertainmeetingsintheChair’sdiscretion.

SectionV.2 NominatingCommittee

. The Board of Directors, by resolution adopted by a majority of the Directors then in office, shall designate at least three (3) Directors to constitute a Nominating Committee and shall designate one such person to serve as Chair of the Nominating Committee. The ex-officio Directors shall be permitted to serve on the Nominating Committee as ex-officio members, but they shall not be entitled to vote on any action contemplated thereby. Vacancies in the membership of the Nominating Committee shall be filled by a majority of the Directors then in office at any regular meeting or at aspecialmeetingcalledforthatpurpose,butmaybefilledon an interim basis (until such a meeting is held) by the Executive Committee or the Chair of the Board. Prior to any meeting of the Board of Directors at which the electionofDirectorsand/or officers is to be held, the Nominating Committee shall recommend to the Board of Directors a slate of nominees forelectionasDirectorsandofficers. Beforeproposinganyslateofnominees, or any individual nominee, for election to the Board of Directors, the Chair of the Nominating CommitteeshallobtainorconfirmtheMember’sapprovalofsuchslateorindividual.

SectionV.3 OtherStandingCommittees

. The Board of Directors, by resolution adopted by the Directors, may designate one or more standing committees (“Standing Committees”) to addressvariousissuesrelatingtotheoperation of the Corporation. Membership on any such committee may include, in the discretion of the Board, additional representatives from the community who are not Directors but who are selected in consideration of their expertise related to the work of the committee. Except as otherwise provided below, the Standing Committees shall meet as necessary and report their recommendations to the Board of Directors for review and approval. If not otherwise made a

member thereof, the Chief Executive Officer of Goodwill, the Chair of the Board, and the Corporation’s Executive Directormayattendandparticipate,butwithoutvotingrights,anyorall meetings of any or all Standing Committees. Unless and until otherwise determined by the BoardofDirectors,theCorporationshallhaveeachofthefollowingasaStandingCommittee:

(a) Finance Committee: At the annual meeting of the Board, unless another time therefor is determined by the Board, the Board shall appoint at least three (3) members to serve on the Finance Committee. The Treasurer of the Corporation shall serve as the Chair of the Finance Committee. The Finance Committee shall meet at the call of its chair The functions of the Finance Committee shall be to: (i) prepare and/or review a balance sheet for presentation to the Board at each of its regular meetings, (ii) prepare and/or review an annual budget for presentation to the Board at the November meeting (subject to the Member’s approval as provided in Section 2.2; (iii) ensure that expenditures conform to the budget then in effect; (iv) prepare and/or review an annual summary of operations for presentation to the Board; (v) review and present an annual audit to the Board; (vi) review and present investment objectives, projections and an investment policy for approval by the Board at the October meeting; (vii) monitor the investments of the Corporation in accordance with the investment policies; and (viii) prepare and/or review an annual summary of investment performanceforpresentationto the Board. In connection with theabove,theFinanceCommitteeisgrantedtheauthority toinvestandreinvestanyofthefundsoftheCorporation,whetherincomeorprincipal,in such a manner as the Finance Committee deems appropriate and consistent with the Corporation’s investment policy as most recently approved by the Board in accordance with Section 8.3; provided, however, that the Finance Committee is not granted the authoritytoamendsaidinvestmentpolicy.

(b) Marketing and Development Committee: At the annual meeting of the Board,unlessanothertimethereforisdeterminedbytheBoard,theBoardshallappointat least three (3) members to serve on the Marketing and Development Committee. The Marketing and DevelopmentCommitteewillpursueongoingrelationshipswithdonorsto and other supporters of the Corporation. The Marketing and Development Committee will work with other committees to develop special events and plans to keepdonorsand other supporters involved and informed of Corporation events, needs, and community impact. The members of the staff of the Corporation shall be ex-officio members ofthe MarketingandDevelopmentCommittee,unlessotherwisedeterminedbytheBoard.

SectionV.4 ChairsofCertainCommittees

. Except as otherwise provided herein, each Committee shall select its Chair from its membership,subjecttoapprovalbytheBoardofDirectors.

SectionV.5 Vacancies

Except as otherwise provided herein, any vacancy occurring in a committee may be filled by the Executive Committee in consultation with the Chair of such committee, provided that such action shall be reported to the Board of Directors andshallbesubjecttoapprovaloroverrideby theBoardatitsnextoccurringmeeting.

SectionV.6 Removal

Any member of a committee may be removed at any time, withorwithoutcause,bymajority voteoftheBoardofDirectorswhenaquorumispresent.

SectionV.7 Minutes

. All committees shall keep regular minutes of their proceedings, which shall be provided on a regular basis to the Board of Directors and maintained as part of the records of the Board of Directors. A copy of all such minutes shall also be provided to the Chief Executive Officer of Goodwill.

SectionV.8 Procedures

The provisions of Section 4.6 through Section 4.10 that govern quorum, manner of acting, action without a meeting, meeting by conference telephone andvotingoftheBoardofDirectors shallapplytocommitteesandtheirmembersaswell.

SectionV.9 ResponsibilityofDirectors

The designation of a committee and the delegation thereto of authority shall not alone constitute compliance by a Director with the standards of conduct imposed upon him or her by applicable law; provided, however, that a Director is entitled to rely on information, opinions, reports, or statements, including financial statements, if prepared and presented by a committee of the BoardiftheDirectorreasonablybelievesthecommitteemeritsconfidence,orotherwiseto theextentpermittedundertheAct.

SectionV.10 ReversalofCommitteeActionbytheBoard

. Any action of a committee (other than the Nominating Committee with respect to its responsibility to recommend persons for election as Directors or officers) may be reversed, amended or nullified by a majority of all Directors then holding office at any regular or special meeting of Directors; provided, however, that no rights of third parties shall beaffectedbysuch revision,amendment,ornullification.

SectionV.11 AdvisoryCouncils

The Executive Committee may recommend the establishment of one or more Advisory Councils, whose purpose shall be focused on specific areas and which shall exist to advise the Board in said areas; provided that theestablishmentofsuchanAdvisoryCouncilanditspurpose shall be made only by the Board. Once established, such Council shall continue to exist unless otherwisedecidedbytheBoard.

SectionV.12 AdHocCommittees

The Executive Committee may recommend the establishment of one or more Ad Hoc Committees, whose purpose shall be focused upon specific areas. The establishment, purpose and chair of any Ad Hoc Committee shall be determined by the Board. ThetermofanAdHoc

Committee shall not normally exceed twelve (12) months, unless otherwise determined by the Board. The chair of an Ad Hoc Committee, along with the Chair of the Board, shall select members for thecommitteesubjecttotheapprovaloftheBoard. TheChiefExecutiveOfficerof Goodwill (or such other member of the Goodwill Board designated by theChairofsuchBoard) shallbeallowedtoserveasanex-officio,non-votingmemberofanyAdHocCommittee.

SectionV.13 ReporttoDirectors

. The Nominating Committee and any Standing Committees, Advisory Council and Ad Hoc Committee shall report to the Board any recommendations it has at the Board meeting next following its development of such recommendation. Allsuchrecommendationsshallbesubject to revision, alteration, approval or any other disposition by the Board that it determines to be prudentoradvisable.

SectionV.14 LimitonCommitteeAuthority

No committees of the Board (including the Executive Committee) shall be authorized to take the following actions: (a)authorizedistributionstoorforthebenefitoftheMember,Directorsor officers;(b)approveadissolution,mergerorthesale,pledge,ortransferofallorsubstantiallyall of the Corporation’s assets; (c) elect, appoint orremoveDirectors,orfillvacanciesontheBoard ofDirectors;or(d)adopt,amend,orrepealtheArticlesofIncorporationortheseBylaws.

ARTICLEVI OFFICERS

SectionVI.1 PositionsandTitles

The officers of the Corporation shall be a Chair of the Board, a Vice Chair of the Board, a Secretary and a Treasurer. The Executive DirectoroftheCorporationmayalsobedesignatedas an officer by the Board. The Board of Directors may designate and electoneormoreAssistant Secretaries and Assistant Treasurers, and such other officers as it shall deem necessary or advisable. Except as otherwise provided in theseBylaws,suchadditionalofficersshallhavethe authority toperformthedutiesasfromtimetotimemaybeprescribedbytheBoardofDirectors. Any two (2) or more offices may be held by thesameindividual,butnoofficermayactinmore thanonecapacitywhereactionoftwo(2)ormoreofficersisrequired.

SectionVI.2 ElectionandTerm

Except as otherwise provided in these Bylaws, the officers of theCorporationshallbeelected by the Board of Directors at the annual meeting or at such other times as the Board may determine. Each officershallholdtheofficeuntilthenextannualmeetingoruntilasuccessor,if thereistobeone,iselectedandqualified.

SectionVI.3 Removal

. Any officer elected or appointed bytheBoardofDirectorsmayberemovedatanytimebythe Board, withorwithoutcause; provided, however,thatnosuchremovalshallaffectthevalidityor

operation of any employment agreementpursuanttowhichtheofficermightbeemployedbythe Corporation.

SectionVI.4 Resignation

An officer may resign at any time by communicating such resignation to the Corporation. A resignation is effective when it is communicated unless it specifies in writing a later effective date.

SectionVI.5 Vacancies

Vacancies among the officers may be filled by a nomination from theNominatingCommittee or the Executive Committee, in either case subject to approval by the Board, for the unexpired portionofthetermanduntilasuccessor,ifthereistobeone,shallhavebeenelected.

SectionVI.6 ChairoftheBoard

The Chair of the Board shall be the principal executive officer of the Corporation. In any event, the Chair of the Board shall preside at meetings of the Board of Directors. The Chairof the Board may sign, with the secretary or any other proper officer of the Corporation thereunto authorized by the Board of Directors, deeds, mortgages, bonds, contracts, checks, drafts, promissory notes, orders for the payment of money and other evidence of indebtedness orother instruments which the Board of Directors has authorized to be executed, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution shall be delegated by the Board of Directors to some other officer or agent. Notwithstanding the foregoing and except as otherwise specifically determined by resolution of the Board, or as otherwise requiredbylaw,theChairoftheBoardmaysignalonechecks,drafts, promissory notes, orders for the payment of money and other evidence of indebtedness of the Corporation with a value of less than Five Hundred Dollars ($500). In general, the Chair of the Board shall perform all duties customarily incident to such office and such other duties as the Board of Directors may designate. The Chair of the Board may be a voting member of any Committee.

SectionVI.7 ViceChairoftheBoard

The Vice Chair of the Board shall exercise the powers of the Chair of the Board during that officer’s absence or inability to act. Any action taken by the Vice Chair of the Board in the performance of thedutiesoftheChairoftheBoardshallbepresumptiveevidenceoftheabsence or inability to act of the Chair of the Board at the time the action was taken. TheViceChairof the Board shall have such other powersandperformsuchotherdutiesasmaybeassignedbythe Board of Directors. TheViceChairoftheBoardshallsucceedtotheChairoftheBoardposition (andfilltheunexpiredterm)iftheChairoftheBoardretiresorresignsprematurely.

SectionVI.8 Treasurer

. The Chief Financial Officer of Goodwill (or this person’s designee from within the organization who holds a similar or comparable high level position of authority and responsibility) shall betheTreasurer.TheTreasurershallhavecustodyofallfundsandsecurities

belonging to the Corporation and shall receive, deposit or disburse the same under thedirection of the Board of Directors; provided that theBoardmayappointacustodianordepositoryforany such funds or securities, the Board may designate those persons upon whose signature or authority such funds may be disbursed or transferred, and for purposes of convenience or other legitimate business reason, the Board may delegate to the Executive Director the day to day performance of any responsibilityoftheTreasurerifthepersonservingastheTreasurerisnotan employee of the Corporation. The Treasurer shall cause to be prepared an audited or certified financial report for each fiscal year and submit such report to the Board of Directors. The Treasurer shall in general perform the duties incident to the office and such other duties asmay be assigned from time to time by the Chair of the Board, the BoardofDirectorsortheprincipal executiveofficeroftheCorporation(ifthelatterisotherthantheChairoftheBoard).

SectionVI.9 Secretary

. The Secretary shall oversee the keeping of accurate records of the acts and proceedings ofall meetings of the Board of Directors and shall give all notices required by law or these Bylaws. The Secretary shall have general charge of the corporate books andrecordsandofthecorporate seal and shall affix the corporate seal to any lawfully executed instrument requiring it. The Secretary shall signsuchinstrumentsasmayrequirethesignatureoftheSecretaryandingeneral shall perform all the dutiesincidenttosuchofficeandsuchotherdutiesasmaybeassignedfrom time to time by the Chair of the Board, the Board of Directors or theprincipalexecutiveofficer oftheCorporation(ifthelatterisotherthantheChairoftheBoard).

SectionVI.10 ExecutiveDirector

The Corporation shall have an Executive Director whoshall,whetherornotdesignatedbythe Board as an officer oftheCorporation,functionasthechiefoperatingofficeroftheCorporation, with responsibility for planning and administering the Corporation’s programmatic activities, subjecttothecontrolandsupervisionoftheBoardofDirectorsandtheChairoftheBoard.

SectionVI.11 AssistantTreasurers

. Each Assistant Treasurer shall have such powers and perform such duties as may beassigned by the Board of Directors, and any AssistantTreasurermayexercisethepowersoftheTreasurer duringthatofficer’sabsenceorinabilitytoact.

SectionVI.12

AssistantSecretaries

. Each Assistant Secretary shall have such powers and perform such duties as may beassigned by the Board of Directors, and any Assistant SecretarymayexercisethepowersoftheSecretary duringthatofficer’sabsenceorinabilitytoact.

SectionVI.13 Compensation

. The compensation, if any, of all officers of the Corporation shall be fixed by the Board of Directors.

ARTICLEVII

INDEMNIFICATIONOFDIRECTORSANDOFFICERS

SectionVII.1 Definitions

The following terms as used in this Article VII shall have the following meanings. “Proceeding” means any threatened, pending or completed action, suit, or other proceeding or appeal therein (and any inquiry or investigation that could lead to such action, suit, or proceeding), whether civil, criminal, administrative, investigative or arbitrative and whether formal or informal. “Expenses” means expenses of every kind, including counsel fees. “Liability” means the obligation topayajudgment,settlement,penalty,fine,otherassessmentor expenses incurred or imposed with respecttoaProceeding,andallreasonableexpensesincurred in enforcing the indemnification rights provided herein. The terms “director,” “officer,” “employee” and “agent” include the estate or personal representative of a director, officer, employee or agent. “Corporation” shall include any predecessorofthisCorporationinamerger or other transaction in which the predecessor’s existence ceased upon consummation of the transaction.

SectionVII.2 IndemnificationforExpensesandLiabilities

(a) Any person who at any time serves or has served (i) as adirector,officer, employee or agent of the Corporation, (ii) at the request of theCorporationasadirector, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (iii) at the request of the Corporation as a trustee or administrator under an employee benefit plan, shallhavearighttobeindemnifiedbythe Corporation (to the fullest extent from time to time permitted by law) against Liability and Expenses in any Proceeding (including, without limitation, a Proceeding brought by or on behalf of the Corporation itself) arising out of his orherstatusassuchoractivities in any of the foregoing capacities, or that results from him or her being called as a witness at a time when he or she has not been made a nameddefendantorrespondentto anyProceeding.

(b) The Board of Directors of the Corporation shall take all such action as may be necessary or appropriate to authorize the Corporation to pay theindemnification required by this provision, including, without limitation, to the extent needed, making a good faith evaluation of the manner in whichtheclaimantforindemnityactedandofthe reasonableamountofindemnityduehimorher

(c) Any person who at any time serves or has served in any of the aforesaid capacitiesfororonbehalfoftheCorporationshallbedeemedtobedoingortohavedone so in reliance upon, and as consideration for, the rights provided for herein. Any repeal or modification of these indemnification provisions shall not affect any rights or obligations existing at the time of such repeal or modification. The rights provided for herein shall inure to the benefit of the legal representatives of any such person andshall

not be exclusive of any other rights to which suchpersonmaybeentitledapartfromthis provision.

(d) The rights granted herein shall not be limited by the provisions contained inSections55A-8-51through55A-8-56oftheActoranysuccessortosuchstatutes.

SectionVII.3 AdvancePaymentofExpenses

The Corporation shall (upon receipt of an undertaking by or on behalf of the director,officer, employee or agent involved to repay the Expenses described herein,unlessitshallultimatelybe determined thatheorsheisentitledtobeindemnifiedbytheCorporationagainstsuchExpenses) pay Expenses incurred by such director, officer, employee oragentindefendingaProceedingor appearing as a witness at a time when he or she has not been named as a defendant or a respondentwithrespecttheretoinadvanceofthefinaldispositionofsuchProceeding.

SectionVII.4 Insurance

. The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is intendedtobecoveredbytheindemnificationprovisionsofthisArticleVIIinany capacity, whether or not the Corporation is determined to have the power to indemnify him or heragainstsuchliability.

ARTICLEVIII FISCALMATTERS

SectionVIII.1

FiscalYear

. The fiscal year of the Corporation shall be the twelve-month period beginning on January1 andendingonDecember31ofeachyear

SectionVIII.2

Funds

. All funds and property received by or coming into the custody of the Corporation belong to and are funds and property of the Corporation to be expended only for the purposes authorized and in accordance with regulations prescribed bytheCorporation,consistentwiththeprovisions of the Uniform Prudent Management of Institutional Funds Act, as amended, unless and until otherwisedeterminedbytheBoardofDirectors.

SectionVIII.3

Investments

TheBoardshalladoptinvestmentpoliciesandreviewsuchpoliciesonanannualbasis.

SectionVIII.4

AnnualAudit

. The accounts of the Corporation shall be audited on an annual basis by an independent, duly licensed certified public accountant, and a copy of the audit report shall be submitted to the BoardofDirectorsandtheMember

SectionVIII.5

Contracts

The Board of Directors may authorize any officer or officers, or agent or agents, to enterinto any contract or execute and deliver any instrument in the name of and on behalf of the Corporation,andsuchauthoritymaybegeneralorconfinedtospecificinstances.

SectionVIII.6 Loans

No loans shall be contracted on behalf of the Corporation, and no evidence of indebtedness shallbeissuedinitsname,unlessauthorizedbyaresolutionoftheBoardofDirectors.

SectionVIII.7 ChecksandDrafts

. All check drafts, or other orders for the payment of money, issued in the name of the Corporation, shall besignedbysuchofficerorofficers,oragentoragentsoftheCorporationand in such manner as set forth in these Bylaws or as may be determined from time to time by resolutionoftheBoardofDirectors.

SectionVIII.8 AcceptanceofGifts

The Board, or any officer or officers, or agent or agents of the Corporation to whom such authority may be delegated by the Board, may accept on behalf of the Corporation any contribution,gift,bequest,ordeviseforthepurposesoftheCorporation.

SectionVIII.9

Bond

At the direction of the Board, any officer or employee of the Corporation may be bonded, in whichcasetheCorporationshallpaytheexpenseofprocuringanysuchbond.

ARTICLEIX DISSOLUTION

SectionIX.1

ActiontoDissolve

. The Corporation may be dissolved only upon action to do so that is approved, at a meeting duly called and stating notice of such specific purpose, by a two-thirds (2/3) vote of all the DirectorstheninofficeandbytheMember.

SectionIX.2 DistributionandDispositionofAssets

. In the event of dissolution of the Corporation, all assetsremainingafterdischargeofthedebts andliabilitiesoftheCorporationshallbedistributedassetforthintheArticlesofIncorporation.

ARTICLEX

NON-DISCRIMINATION

The Corporation shall operate entirely on a non-discriminatory basis withrespecttoage, sex, race, religion, national origin or handicapped condition. This policy shall apply to boards, committees,staffandservices.

ARTICLEXI GENERALPROVISIONS

SectionXI.1

Seal

The seal of the Corporation, if there is one, shall bear the name of the Corporation and the letters“N.C.”

SectionXI.2 WaiverofNotice

. ADirectororotherpersonentitledtoreceiveanoticerequiredtobegivenundertheprovisions of these Bylaws, the Articles of Incorporation or by applicable law, may waive such notice by signing a written waiver, whether before or after the date and time stated in the notice. The waiver shall be filed with the minutes or corporate records. A Director’s attendance at or participation in a meeting waives any required notice to that Director of the meeting unless the Director at the beginning of the meeting (or promptly upon arrival) objects to holding the meeting or transacting businessatthemeetinganddoesnotthereaftervotefororassenttoaction takenatthemeeting.

SectionXI.3 TransactionsbyElectronicMeans

. The Corporation and the Member may conduct any transaction or transactions by electronic means,pursuanttoSection55A-1-70oftheNorthCarolinaGeneralStatutes.

SectionXI.4

Amendments

. Subject to the provisions of Section 2.2, these Bylaws may be amended or repealed and new Bylaws may be adopted by the affirmative vote of a majority of the entireBoardofDirectorsat any meeting of the Board; provided, however,thatnoticeofthemeetingshallhavebeengivento theDirectorsandtheMemberwhichstatesthatthepurposeoroneofthepurposesofthemeeting is to consider a proposed amendment to the Bylaws and includes a copy or summary of the proposed amendment or statesthegeneralnatureoftheamendment. Suchnoticemaybewaived asprovidedintheseBylaws.

As Adopted by the Board of Directors (to be effective November 5, 2020)

CROSBY SCHOLARS PROGRAM

Rowan County Crosby Scholars Community Partnership

WHAT IS CROSBY SCHOLARS?

Crosby Scholars is a FREE college access program for students in grades 6-12 attending public school in Rowan County. The Program prepares students academically, financially, and personally for successful college enrollment.

MIDDLE SCHOOL PROGRAM

HIGH SCHOOL PROGRAM

PROGRAM BENEFITS

College Readiness Events

Social/Emotional Development

ACT/SAT Preparation

College Tours

College Application Support

Financial Aid Application Guidance

Parent Engagement and Support

SENIOR PROGRAM

SEASONAL TIMELINE

SPRING

Student Retention

Crosby Scholarships

Senior Celebration

5th Grade Recruitment

SUMMER

College Tours

Career Exploration Camps

Last Dollar Grants

Community Events

FALL

Enrollment

Open Houses

Academies

Great Tailgate

WINTER

Community Service

FAFSA

Outside Scholarships

Last Dollar Grants

The Rowan County Crosby Scholars Community Partnership is a college access program for 6-12th grade students in Rowan County public schools. Since 2013, the program has prepared students academically, financially, and personally for successful college admission, free of charge.

To ensure every public school student in Rowan County has the opportunity to attend college.

GWIN BARR ALL-STARS

GRADUATES WHO COMPLETE ALL CS REQUIREMENTS FROM 6-12TH GRADE Class of

$78,500 Awarded

55 IN SCHOLARSHIPS & LAST DOLLAR GRANTS

COMPLETED THE PROGRAM

Recorded over Completed

7,650 HOURS

2,205 OF COMMUNITY SERVICE FROM 6-12TH GRADE

684 ACADEMIES &

ONE-TO-ONE SENIOR ADVISING SESSIONS

ORGANIZATIONAL CHART

Jessica Vess

Executive Director

Elena Turnbull

Marketing & Engagement Coordinator

Dominic Jones Financial Aid Coordinator

Merritt Robinson

HS Outreach Specialist

Cindy Livengood

Senior Program Coordinator

Melissa Waller

HS Program Manager

Najeema Bey-Mickel

MS Program Manager

Yessika King

Administrative Assistant

Rowan County Crosby Scholars Community Partnership

STRATEGIC PLAN + FINANCIALS

ROWAN COUNTY CROSBY SCHOLARS COMMUNITY

PARTNERSHIP STRATEGIC PLAN 2019 – 2021

Need and Data

In Rowan County, 18% of adults have earned a 4-year college degree. https://www.census.gov/quickfacts/rowancountynorthcarolina

By 2020, two-thirds of all jobs in the US will require postsecondary education. US college attainment rates are currently at 40%, however, African American attainment rates are as low as 29%, Native American 24% and Latino American 21%. https://www.luminafoundation.org/facts-and-ﬁgures

Research shows that societies with higher educational attainment can expect: greater civic and social engagement, healthier lifestyles, and less dependence on public assistance https://www.luminafoundation.org/resources/education-pays-2013

Purpose Statement

Crosby Scholars exists to empower Rowan County public school students as they discover their strengths and establish pathways to their future success by providing access to information, guided experiences, and opportunities to prepare themselves academically, personally, and ﬁnancially.

New Strategic Direction

Drawing on our purpose, the program goal in this strategic planning cycle will reﬂect the components from The College Board listed below.

Eight Components of College and Career Readiness Counseling:

1. College Aspirations

2. Academic Pathway Development for College and Career Readiness 3. Enrichment and Extracurricular Engagement

4. College and Career Assessments

5. College and Career Exploration and Selection Processes

6. College Aﬀordability Planning

7 College Admission Processes

8 Transition to College Enrollment

Program Description

As a partnership of the Rowan-Salisbury School System, Goodwill Industries of Northwest North Carolina, individuals, businesses, foundations and other philanthropic organizations interested in higher education for all of our students, the Rowan County Crosby Scholars Community Partnership is a nonprofit college access organization through which students begin to prepare academically, financially, and personally for successful college admission beginning as early as middle school. The program provides academic training, college and financial aid workshops, advisory services, campus tours, and Last Dollar Grant Scholarships based on unmet need, to all students willing to complete the requirements of the program

Mission

We will assist public middle and high school students in Rowan-Salisbury Schools in preparing themselves for successful college enrollment

Vision

We seek to ensure that all public school students in Rowan County have the opportunity to pursue college.

Guiding Values

● College is deﬁned as any education beyond high school including certiﬁcate programs, two-year and four-year degrees

● Leverage best practices in developing an eﬀective and measurable college access program

● Develop a culture of good citizenship and community service

● Encourage students to remain drug and alcohol-free

● Provide guidance and experiences to prepare students for college ● Assist students with securing and leveraging college ﬁnancial assistance, including access to Last Dollar Grants

● Assist students with making the best possible college choice for an academic match as well as a personal and economic ﬁt

● Expose as many students to college opportunities as possible

● Mirror the demographics of RSS students enrolling and completing the program to strive for equitable access and support

Program Goals

Deliver high-quality college access and career readiness programming to increase the number of public school students in Rowan County who will enroll in post-secondary education

Strategic

Focus Area

College Aspirations

Goal: Build a college-going culture based on early awareness

Action Steps

● Investigate methods for obtaining data regarding impact on students in areas like retention, graduation, and college-going rates

● Recruit and retain diverse students from each school to join the program and understand its beneﬁts

● Prepare for seamless transitions (from middle school to high school and from Junior to Senior Year)

● Oﬀer 8th-grade college tours

● Oﬀer career exploration opportunities

● Oﬀer timely and relevant programming in Academy sessions, Crosby Club meetings, and other events

● Provide college awareness resources in newsletters, on our website, and in other communications

● Encourage parents to be involved by oﬀering informational sessions at Academies

Measures of Progress

● Implementation of data-gathering processes by the end of Year 3

● Secure demographic information from RSS annually and use that data to drive program decisions

● Enroll 30% of all eligible RSS students by end of Year 3

● Retain 55% of middle school, 65% of the 9th/10th grade, 75% of 11th grade and 90% of 12th grade students by the end of Year 3

● Complete one ﬁeld trip per academic year for middle school

● Align information presented with current trends in college access

● Solicit feedback from students at each Academy

● 6-10th grades: develop a biannual newsletter; 11th grade: quarterly; 12th grade: monthly

● Host parent sessions at 95% of all Crosby Scholar-led Academy oﬀerings

Academic Planning for College and Career Readiness

Goal: Advance students’ planning, preparation, participation, and performance in a rigorous academic program that connects to their college and career aspirations and goals

Enrichment and Extracurricular Engagement

Goal: Ensure equitable exposure to a wide range of enrichment opportunities that build leadership, nurture talents and interests, and increase engagement with the community

College and Career Exploration and Selection Processes

Goal: Provide early and ongoing exposure to experiences and information necessary to make decisions when selecting a college or career

College and Career Assessments

Goal: Promote preparation, participation, and performance in college and career assessments by all students

● Diﬀerentiate programming and materials to align with various Senior pathways

● Utilize available resources to help students determine appropriate pathways

● Promote an understanding of the importance of rigorous coursework and GPA

● Broaden college and career exposure to include online college fairs, virtual tours, or career fairs

● Share community service and personal development opportunities from other organizations

● Redesign the Student Oﬃcer Program to allow for more student engagement

● Use outside resources and organizations to help in the college and career selection process

● Phase out self-selected advisors and utilize staﬀ trained advisors

● Oﬀer experiences speciﬁc to certain career paths for middle and high school

● Organize college tours several times each year for diﬀerent grades

● Expand oﬀerings for SAT and ACT test prep

● Engage in professional development to stay informed of trends in testing and test prep resources available

● Provide access to a variety of personal assessments across grade spans

● Monitor Monthly Notes for Seniors

● Use a pathway-speciﬁc method for tracking students’ progress

● Curriculum development to include advice on course planning

● Create an ongoing list of student opportunities to be shared in communications

● Design a form for organizations to submit student opportunities by end of 2019

● Develop a leadership retreat which would result in Oﬃcers taking ownership of a speciﬁc project by the end of 2020

● Increase use of relevant technology and tools

● By the end of Year 3, 75% of Seniors will be working with staﬀ-assigned advisors

● Successful implementation of tours and experiences

● Provide additional test prep opportunities

● Each staﬀ member will participate in 1 webinar or conference annually

● Completion of at least one assessment in each grade level

Goal: Provide students and families with comprehensive information about college costs, options for paying for college, and the ﬁnancial aid and scholarship processes and eligibility requirements, so they are able to plan for and aﬀord a college education

College Admission Processes

Goal: Ensure that students and families have an early and ongoing understanding of the college application and admission processes so they can ﬁnd the postsecondary options that are the best ﬁt with their aspirations and interests

Transition to College Enrollment

Goal: Connect students to school and community resources to help the students overcome barriers to a successful transition from high school to college

● Build ﬁnancial literacy through programming for high school students and their families

● Maintain Last Dollar Grant funding to students with unmet ﬁnancial need

● Financial component included in program oﬀerings for each grade 9-11

● Senior Academy oﬀerings based on paying for college at least 3 times each year

● Increase awareness and number of applications for Last Dollar Grant

● Provide MRSM to prepare students and families for the Senior Year

● Communicate college preparation timelines and tips

● Help students to determine their future pathway through activities in Academy and Crosby Club

● MRSM oﬀered earlier in Junior Year

● Gather student feedback at least once each year

● Identify barriers to a successful transition from high school to college

● Provide Last Dollar Grant support to qualiﬁed graduates, when funds are available

● Investigate methods to reduce “summer melt”

● Solicit feedback from graduates in the ﬁrst semester of college

● Report on metrics of Last Dollar Grant recipients annually

● Assess the possibility of creating new programs and supports

Community Engagement Goals

Support planned growth by maintaining and developing ﬁnancial and human resources. Expand program awareness and support throughout the county

Strategic Focus Area

Continue to implement county-wide fundraising strategies to maintain a strong ﬁnancial base

Action Steps

● Establish a culture of fundraising that involves the board, staﬀ, and volunteers

● Maintain capability of funding 15% of total operating costs

● Raise support to fund Last Dollar Grants, budgeted at $75,000 per graduating class

Measures of Progress

● Identify potential patrons and donors from personal and professional networks resulting in 10 new connections per year

● Diversify the donor base, ﬁnd larger donors, retain current givers, and obtain grant funding

Continue to develop county-wide partnerships and relationships with existing organizations, key individuals, and stakeholders

● Collaborate with RSS, CTE, RCCC, Catawba, Livingstone

● Connect with YMCA, Cooperative Extension, PowerCross, Communities in Schools, College Advising Corps, and other organizations to determine possible partnering opportunities

● Staﬀ will maintain memberships with civic groups like Salisbury Rotary and Kiwanis

● Staﬀ will serve on the Chamber’s Workforce Development Alliance

● Staﬀ will network through participation in regular community events

Provide clear and rewarding volunteer opportunities for the community to engage in our work

● Recruit and train Senior Advisors

● Recruit engaged Board and committee members who reﬂect the diversity of Rowan County geographically and demographically

Continually assess staﬃng and systems needs to ensure all are adequately supporting the operations

● Assess current and future staﬃng and systems needs

● Provide staﬀ with ongoing opportunities to participate in relevant professional development and training

● Promote staﬀ morale and team building

● Senior Program Consultant will develop a volunteer recruitment strategy to employ/train new senior advisors annually

● The nominating committee will maintain an on-going list of potential board and committee members to approach throughout the community

● Each staﬀ member will participate in 1 webinar or conference annually

● Conduct an annual staﬀ retreat

● Hold bi-weekly staﬀ meetings and quarterly staﬀ celebrations

Host an annual community engagement event

Utilize appropriate marketing strategies employing electronic tools, social media, and print exposure

● Determine a fundraiser to support Last Dollar Grants

● Determine the next Challenge Campaign and related event

● Provide the Salisbury Post with press releases and/or invite journalists to cover events, stories

● Increase social media posting and engagement with target demographics (parents, students, community members)

● Continually assess communication methods and research new tools and technologies for reaching students and parents

● Host a fundraiser each year, when not in a campaign

● Set a date for the next Challenge Campaign

● Be featured in the Salisbury Post at least every 6 weeks

● Post weekly on social media sites

● Communicate quarterly with students/parents using a variety of digital platforms and tools

2025 Budget

Coming Soon…

County Crosby Scholars Community Partnership

ROWAN COUNTY CROSBY SCHOLARS COMMUNITY PARTNERSHIP 2025 BOARD OF DIRECTORS

Kathy Rusher, Chair Community Advocate

Susie Ritchie, Vice Chair Community Advocate

Gwin Barr, Immediate Past Chair Community Advocate

Aleashia Brandon, Secretary Crosby Alumni Parent, Supervisory Recreational Therapist, Department of Veterans Affairs

Martin Jones, Treasurer Senior Accountant, Goodwill Industries of Northwest NC, Inc

Jessica Cloward Real Estate Agent, Lantern Realty

Drew Davis Education and Employment Lawyer

Dr. Jacqueline Davis

Nurse Practitioner, Wellness and Well-being Advocate, Livingstone College

Maria Delgado Class of 2017 alumna, Rowan Crosby Scholars

Dr. Windsor Eagle Rowan-Salisbury Schools, Former Principal

Leigh Ellington

Associate Vice President of Human Resources, Risk Management, Public Safety, ADA, and Title IX

Shonda Hairston

Executive Director of Elementary Schools, Rowan-Salisbury Schools

Fernanda Jaro Commercial Banker, First Bank

Mona Lovett

President & CEO, The Crosby Scholars Community Partnership

Barbara Maida-Stolle

President, Goodwill Industries of NW NC, Inc Ex-OfficioMember

Mike Miller President, Miller Davis Agency

Delores Morris Retired Educator

Veronica Rankin Senior Relationship Manager, F&M Bank

Julie Whicker

Crosby Alumni Parent, Social Worker, Novant Rowan Medical Center

Dr. Kelly Withers Superintendent, Rowan-Salisbury Schools

ROWAN COUNTY CROSBY SCHOLARS COMMUNITY PARTNERSHIP

Executive Oﬃcers

2025 Board Directory

E-mail Address

Kathy Rusher karusher@carolina rr com

Susie Ritchie susiewear@gmail com

Gwin Barr gwinb@yahoo.com

Aleashia Brandon aleashiaaka@yahoo.com

Martin Jones mjones@goodwillnwnc.org

Members

Jessica Cloward jessicacloward1@gmail com

Drew Davis dhdavis1974@gmail.com

Dr. Jacqueline Davis jadavis@livingstone.edu

Maria Delgado mntdelgado@gmail.com

Dr Windsor Eagle nwindsoreagle@gmail com

Leigh Ellington lellingt22@catawba edu

Shonda Hairston hairstsr@rss.k12.nc.us

Fernanda Jaro fjaro@localﬁrstbank.com

Mona Lovett mlovett@crosbyscholars.org

Barbara Maida-Stolle bmaida-stolle@goodwillnwnc org

Mike Miller mikem@millerdavisagency com

Delores Morris dmorris@carolina.rr.com

Veronica Rankin vrankin@fmbnc.com

Julie Whicker jdwhicker@gmail.com

Dr Kelly Withers witherskw@rss k12 nc us

Position

ROWAN COUNTY CROSBY SCHOLARS COMMUNITY PARTNERSHIP

2025 Staﬀ Directory

Executive Director Jessica Vess jvess@crosbyscholarsrowan.org

Administrative Assistant Yessika King yking@crosbyscholarsrowan.org

Marketing Coord Elena Turnbull eturnbull@crosbyscholarsrowan org

Financial Aid Coord Dominic Jones djones@crosbyscholarsrowan org

Senior Program Coord Cindy Livengood clivengood@crosbyscholarsrowan.org

HS Program Manager Melissa Waller mwaller@crosbyscholarsrowan.org

HS Outreach Specialist Merritt Robinson mrobinson@crosbyscholarsrowan.org

MS Program Manager Najeema Bey-Mickel nbey@crosbyscholarsrowan org

Contact Information

Address

Phone

Fax

E-mail

225 North Main Street, Suite 102 Salisbury, NC 28144

704-762-3512

704-762-3513

info@crosbyscholarsrowan org

Website www.crosbyscholarsrowan.org

ROWAN COUNTY CROSBY SCHOLARS