BYLAWS OF THE INTERLOCHEN ALUMNI ORGANIZATION
(as ratified November 2, 2001)

ARTICLE I: NAMES

The name of the organization shall be The Interlochen Alumni Organization, hereafter referred to as the IAO.

Article II: Purpose

The purpose of the IAO is to promote the continued development of Interlochen Center for the Arts through the involvement of the alumni in recruitment, public relations, development, educational programs, and social activities, with the ultimate goal of fulfilling the ideal of promoting world friendship through the universal language of the arts.

Article III: Membership

All individuals who have completed at least one session or semester, including: campers, students, faculty and staff of the Interlochen Arts Camp (formerly the National Music Camp and the National High School Orchestra Camp), the All-State Division, the Interlochen Arts Academy, and the Interlochen Pathfinder School shall be deemed Members of the IAO. Only Members of the IAO shall be eligible to vote at the Annual Meeting of Members or to become Officers or Board Members.

Article IV: Board Officers and Members at Large

Section 1: Officers

The officers shall consist of President, First Vice President, Second Vice President, Treasurer, Recording Secretary and Corresponding Secretary.

Section 2: Composition of the Board

The Board shall be made up of the following:

Members at Large: The thirty (30) elected Members at Large shall be elected by ballot to serve for two year terms and may serve no more than six years, after which one year must pass before such Board Members may become eligible for re-election as a Board Member. Officers: The slate of officers shall be presented to the membership of the Board for election every two years in accordance with the process set forth in Article IV, Section 3. Terms will be two years. An officer's term does not count toward the six year limit referred to in Section 2.A. Only those years served as a Member-at-Large accrue toward the cumulative six year limit. No Member shall hold more than one elected office at a time, and no Member shall be eligible to serve more than two consecutive terms in a the same office. Past Presidents: All past presidents of the former Interlochen alumni organizations, including, but not limited to, the National Music Camp Alumni Organization, the Interlochen Arts Camp Alumni Association, the Interlochen Arts Academy Alumni Association, and the Interlochen Alumni Council. The Immediate Past President of the IAO shall be a member of the Board with the right to vote and shall be counted to establish a quorum. All presidents prior to the Immediate Past President may remain on the Board for life, but they shall not have a vote nor be counted to establish a quorum.

Honorary Board Members: The Board may elect Honorary Life Members by a majority vote. Honorary Life Members shall not have a vote nor be counted to establish a quorum at a meeting of the Board.

Section 3: Nominations and elections

Elections to the Board shall be held every two years as follows: The Nominating Committee will meet at the Fall Meeting of each odd numbered year to gather names of potential Board Members and Board Officers for the proposed slate. The number of vacancies on the Board will be determined according to Article IV, Section 2.A., above. In seeking nominees for the Board, the Nominating Committee shall strive to identify candidates who contribute to balance and diversity in the make-up of the Board in terms of geography, age gender, race, arts, and career expertise and Interlochen experience. Over the next three months, the Nominating Committee will contact potential nominees to ascertain the nominee's willingness to serve. The Nominating Committee will draft a slate, and then distribute the proposed slate to all Board Members several weeks prior to the spring meeting of the even numbered year in which the election will be held. The Board will consider the slate at the spring meeting of the even numbered year and will elect Members by a majority vote. Additional nominees may be added to, or deleted from, the slate by nominations from the floor and an affirmative vote by a majority of the Board Members present. Newly elected Officers and Board Members shall begin their term at the next board meeting following the election.

Section 4: Removal

Upon a two-thirds vote of the Board at a validly held meeting at which a quorum is present, a Board Member may be removed from the Board for just cause, including poor attendance.

Section 5: Vacancies

Officers: If a vacancy occurs in the office of the President or the First Vice President, each shall succeed to the next higher office until the next election. A vacancy in any other office, including an office vacated by succession to the Presidency, shall be filled by appointment of the Executive Committee until the next election of officers. Board Members at Large: If the number of Board Members drops below thirty (30) due to vacancies created by Board Members leaving the Board prior to the expiration of their terms, the Executive Committee, in consultation with the Nominating Committee, may appoint Board Members at its discretion to serve until the next election. No more Board Members may be appointed than are needed to bring the total up to thirty (30) Members.

Article V: Meetings

Section 1: Annual meeting

Annual meetings of the IAO shall take place on the campus of the Interlochen Center for the Arts at a time and date determined by the Executive Committee. Reasonable efforts shall be used to notify as many Members as reasonably practicable of the time and location of the annual meeting at least sixty (60) days prior to the meeting.

Section 2: Board meeting

Timing, frequency, location: the Board of the IAO shall meet on the Interlochen campus at least two (2) times a year, once during the Interlochen Arts Camp session and once during the Interlochen Arts Academy session. Any other meetings of the Board may be held at Interlochen or another location deemed convenient by the Executive Committee. Coordination between Board: The Chairman of the Board of Trustees of Interlochen Center for the Arts shall be invited to attend the meetings of the IAO Special meetings of the IAO Board: Special meetings of the IAO Board may be called by the President or the Executive Committee. The purpose of the special meeting shall be stated in the call. Special meetings may be held telephonically or by other electronic means. Notice of any regular or special meeting of the Board shall be given no less than two (2) weeks prior to the meeting.

Section 3: Quorums

Thirty (30) IAO Members shall constitute a quorum for the annual membership meeting. One third (1/3) of the Board Members constitutes a quorum for a Board meeting. Unless otherwise specifically provided herein, a majority of those Board Members present shall be required for any action.

Article VI: Committees of the Board

Section 1: Standing

Standing committees shall be the Executive Committee, the Nominating Committee, and the Finance Committee. The President shall appoint such ad hoc committees, as the President may consider appropriate. The President shall have the right to join any committee, except the Nominating Committee, as a non-voting member.

Section 2: The Executive Committee

There shall be an Executive Committee of the Board to be composed of the President, First Vice President, Second Vice President, Treasurer, Recording Secretary and Corresponding Secretary. The Executive Committee has general supervision of the IAO between meetings of the Board. Unless specifically empowered, it may not take action inconsistent with a prior act of the Board, alter Bylaws or legal instruments, or take any action which has been otherwise reserved for the Board. Prompt notice of all actions taken by the Executive Committee shall be sent by mail or some other reliable means to the membership of the Board.

Section 3: The Nominating Committee

The President shall appoint a Nominating Committee no later than the time of the fall Board meeting. It shall be the duty of this committee to nominate candidates for the offices and membership positions to be filled at the next bi-annual election, and to follow other procedures set for the conduct of elections.

Section 4: The Finance Committee

The President shall appoint the Finance Committee chaired by the elected Treasurer of the IAO. The Finance Committee shall propose suggested expenditures and other financially related matters to the board for approval, and shall present a yearly financial report of the IAO budget with the assistance of the Director of Alumni and the ICA Vice President of Finance.

Article VII: Amendments

These bylaws may be amended at any meeting of the Board. The affirmative vote of two-thirds (2/3) of the Board Members present and voting at such meeting shall be required for the adoption of any amendment. No proposed amendment shall be submitted to a vote unless (i) notice of the proposed amendment shall have been included in the notice or call of the meeting and (ii) such proposed amendment is approved by a majority of the Executive Committee or a majority of a committee formed for the purpose of amending the bylaws.

Article XIII: Indemnification

Every Board Member is indemnified against all expenses actually and necessarily incurred by a Board Member in connection with the defense of any action, suit or proceeding to which the Board Member is party by reason of being or having been a member of the Board of Directors of the IAO; provided, however, that there shall be no indemnification in relation to such matters to which the Board Member is found to be liable in a court of law, in an action, suit or proceeding, for gross negligence or willful misconduct in the performance of duty as a member of the Board of the IAO.

Article IX: Conflicts of Interest

Section 1: Conflicts Defined

A Board Member is considered to have a conflict of interest if:

Financial: The Board Member has existing or potential financial or other interests in a matter before the Board which might reasonably appear to impair the Board Member's independent, unbiased judgement in the discharge of the Board Member's responsibilities to the IAO; or Personal: the Board Member is aware that a family member in the same household, or any organization with which the Board Member is affiliated, has existing or potential financial or other interests in such matter before the Board.

Section 2: Recusal

In such an instance as described in Article IX, Section 1.A. or 1.B. herein, the Board Member will:

Declare his or her conflict of interest, and Abstain from discussion and voting in the matter under contemplation.

Article X: Parliamentary Authority

The rules contained in the most current edition of "Robert's Rules of Order, Newly Revised" Scott, Foresman, shall govern all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order which may be adopted.