BYLAWS OF THE

NEUMONT COLLEGE OF COMPUTER SCIENCE BOARD OF TRUSTEES

Dated as of April 2020

Article I. PURPOSE

Section 1. Purpose of the Institution

A. The primary purpose of Neumont College of Computer Science is to operate a collegiate level educational institution offering programs and degrees specializing in computer science and related fields.

Article II. POWER AND AUTHORITY OF THE BOARD OF TRUSTEES

Section 1. Power and Authority

1. Unless otherwise restricted by law or these Bylaws, including in respect of action which is subject to the approval of the Board of Managers of Neumont College of Computer Science (“Board of Managers”), and subject to the duties of the trustees as prescribed by these Bylaws, the Board of Trustees (the “Board”) of Neumont College of Computer Science (the “College”) is responsible for the quality and integrity of the College, providing insight and direction toward the mission of the College, employing a President to serve as chief executive officer of the College, establishing appropriate policies of governance and operation, assessing outcomes, and serving as advocates of the College. The Board sets the vision for the College and the ends to be achieved by the institutional outcomes. The means and methods used to achieve these ends are delegated to the President.

   
   

2. Without limiting the generality of the foregoing, the Board shall have the power and authority to:

   
   

   1. Support the purpose, mission, vision, core values and key strategic initiatives of the College;

   2. Establish and maintain the mission, goals, and vision of the College, and support the administration of the college in the implementation and assessment of each;

   3. Ensure policies and procedures are aligned with the mission, vision, core values and strategic direction of the College;

   4. Establish policies and procedures regarding the Board’s organization and operation;

   5. Review and approve the College’s policies and procedures, including those governing the management of financial resources;

   6. Review and approve, subject to final approval by the Board of Managers, the annual operating and capital expenditure budgets (collectively, the “Budget”) consistent with the College’s academic offerings and operating plan;

   7. Review the College’s annual audit, including findings and management letter recommendations; and

   8. Appoint the President of the College, periodically review the President’s performance, and if deemed necessary, remove the President.

Article III. BOARD OF MANAGERS

Section 1. Board of Managers

1. The College’s ownership group shall be represented by the Board of Managers. The Board of Managers is to be comprised of five (5) individuals (with such number subject to change by equity holder votes), four of whom are selected by the ownership group and the fifth being the President of the College.

   
   

2. The College shall not, whether by action of the Board or otherwise, take any of the actions listed below without the prior written consent of the Board of Managers:

   
   

   1. Take any action that would impair the College’s regulatory and accrediting approvals;

   2. Undertake any change in the purpose of the College from its current purpose to any other purpose; and

   3. Approve any material financing transaction, the issuances of financial guarantees, a merger, consolidation, sale of all, or substantially all, of the assets of the College or any similar transaction involving College.

Article IV. COMPOSITION OF THE BOARD OF TRUSTEES

Section 1. Selection of Trustees

1. The Board shall consist of eleven (11) members (“Trustees”). Trustees shall be selected by the Board of Managers, but with Independent Trustees subject to the ratification of at least a two-thirds majority of the College’s current Board. The first group of Independent Trustees selected will not be subject to ratification. The non-Independent Trustees will be the members of the Board of Managers, which includes the College’s President.

   
   

2. Each Trustee, with the exception of the President, shall hold office for a term of two years, and until his or her successor is elected and qualified, or until his or her death or earlier resignation or removal in the manner hereinafter provided or as otherwise permitted by law. In the event that a Trustee does not complete his or her term, a replacement Trustee shall be selected following the process set forth in Section 1.A of this Article. A Trustee shall be eligible to serve consecutive terms if re-appointed by the Board of Managers.

   
   

3. Trustees will receive reimbursement for reasonable expenses associated with Board service following presentation of written documentation of those expenses and the purposes for which they were incurred.

Section 2. Independent Trustees

1. At all times, a majority of the Trustees shall be independent and shall have no contractual, employment relationship, or financial interest in the College, its direct or indirect parent, or any affiliate of either (the “Independent Trustees”). The remaining Trustees will be appointed by the Board of Managers and may have a contractual, employment, or financial interest in the College, its direct or indirect parent, or any affiliate of either.

   
   

2. The Board shall annually evaluate and confirm the independence of each Independent Trustee. If any Independent Trustee shall cease for any reason to meet the standards for independence set forth in Section 2.A above, such Trustee shall promptly, and in any event within 30 days of such determination, resign as an Independent Trustee.

Section 3. Removal of Trustees

1. At its discretion, the Board may by the affirmative vote of at least a two-thirds majority of the members of the Board, for good cause, censure, suspend or expel an Independent Trustee. Good cause shall include, but not be limited to:

   
   

   1. habitual absenteeism from Board meetings or unwillingness to actively engage in Board meetings;

   2. abusive use of drugs or alcohol;

   3. unappealed or unappealable conviction of a crime of moral turpitude;

   4. any conduct unbecoming a member of the Board;

   5. failure to disclose or avoid a conflict of interest; and

   6. violation of the Bylaws applicable to the Board.

      
      

2. The Board of Managers may remove a non-Independent Trustee of the Board with or without cause by majority vote.

Section 4. Conflict of Interest

1. The purpose of this Section is to ensure the impartiality of the Board as the governing body of the College and that the primary responsibility of the Trustees is to the College. The Trustees must not allow any personal influences, including personal, political, or financial influences to interfere with their governing responsibilities.

   
   

2. A Trustee shall be considered to have a conflict of interest if he or she has existing or potential financial or other interests that impair or appear to impair his or her unbiased

   judgment in the discharge of his or her responsibilities to the College. A conflict of interest could arise if a Trustee owns or has a financial or other interest in a property or investment in or a compensation or employment agreement with any entity with which the College has or is negotiating a transaction or agreement.

   
   

3. All Trustees shall disclose to the Board any possible conflict of interest at the earliest practical time. The minutes of such meetings shall reflect that a disclosure was made, and that the Trustee with a conflict or possible conflict abstained from discussion and voting.

   
   

4. Any Trustee who is uncertain as to whether a conflict of interest may exist in any matter may request that the Board or committee resolve the question in his or her absence by majority vote.

   
   

5. Each Trustee shall complete and sign a disclosure form provided annually by the Secretary of the Board to disclose all personal, financial and familial interests.

Article V. MEETINGS OF THE BOARD OF TRUSTEES

Section 1. Meetings

1. The organization meeting of the Board for the purpose of organization, election of offices and the consideration of other business that may be properly brought before the meeting shall be the first regular or special meeting of the Board.

   
   

2. The Board shall adopt an annual schedule for two regular meetings per calendar year. The Board, via two-thirds majority vote, or the Chair of the Board may call an additional meeting or cancel a scheduled meeting.

   
   

3. Special meetings of the Board may be called by any Trustee and held at the time and place fixed in the notice of the meeting. No business shall be transacted at any special meeting unless it has been set forth in the notice of the meeting, or unless a quorum of Trustees is present in person and consents to the transaction of other business.

Section 2. Place and Notice of Meetings

1. Regular or special meetings of the Board may be held either within or without the State of Utah, at the place specified in the notice of the meeting or by electronic means.

   
   

2. Notice of any regular or special meeting of the Board, specifying the day, hour and place of the meeting shall be given by letter, electronic transmission or facsimile delivered for transmission at least 36 hours prior to the meeting, or by word of mouth by telephone at least 24 hours prior to the meeting.

3. Notice of any meeting may be waived in writing signed by a Trustee before, at or after the date fixed for the meeting. Attendance of a Trustee at a meeting (in person or electronically) shall constitute a waiver of notice of the meeting except where a Trustee attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

   
   

4. Any member of the Board or a committee of the Board may participate in a regular or special meeting of the Board or committee by means of a conference telephone call or similar communications equipment which allows all persons participating in the meeting to hear or otherwise communicate with each other at the same time. Participation by this means shall constitute presence in person at the meeting.

Section 3. Voting

1. At all meetings of the Board of Trustees or any committee thereof, at least two-thirds of the total number of Trustees of the entire then authorized Board or committee, including all Trustees who also serve on the Board of Managers, shall constitute a quorum (a “Quorum”) for the transaction of business and the act of a minimum of two-thirds majority of the Trustees present at any such meeting at which there is a Quorum shall be the act of the Board or any committee, except as may be otherwise specifically provided by these Bylaws.

   
   

2. A meeting of the Board or any committee at which a Quorum initially is present may continue to transact business notwithstanding the withdrawal of Trustees so long as any action is approved by at least a two-thirds majority of the required Quorum for such meeting.

   
   

3. The Board shall not take any of the following actions except upon the affirmative vote of a two-thirds majority of the full Board: (a) appointment or dismissal of the President; (b) establishment of officers of the College or material changes in the delegation of authority to officers of the College; and (c) approval of, and any material changes in, the annual Budgets.

Section 4. Minutes

1. The Secretary shall keep minutes of any meetings of the Board of Trustees.

   
   

2. The Board shall review and approve the minutes of each meeting at the following meeting.

   
   

3. The Secretary shall maintain a record of the approved minutes.

Article VI. COMMITTEES OF THE BOARD

Section 1. Committees

A. The Chair of the Board may create any committees he or she deems necessary to the operation of the Board. The Board shall determine the membership of any committee, which may, but need not, consist solely of Board members. No such Committee shall exercise any power of the Board not specifically delegated to it by the Board.

Article VII. OFFICERS

Section 1. Chair of the Board

1. The Chair of the Board shall be elected by the Trustees and shall be a non-Independent Trustee; however, the President of the College may not be the Chair of the Board.

   
   

2. The Chair of the Board shall preside at all meetings of the Board at which he or she is present and shall have such other power and authority as may from time to time be assigned by the Board.

Section 2. Vice Chair of the Board

1. The Vice Chair of the Board shall be elected by the Trustees and shall be an Independent Trustee.

   
   

2. The Vice Chair of the Board shall, in the absence of the Chair of the Board, preside at all meetings of the Board and shall have such other power and authority as may from time to time be assigned by the Board.

Section 3. Secretary

1. The Secretary of the Board shall be elected by the Trustees.

   
   

2. The Secretary shall record or cause to be recorded, in books provided for the purpose, minutes of the meetings of the Board and all committees of the Board; see that all notices are duly given in accordance with the provisions of these Bylaws as required by law; be custodian of all records; give, or cause to be given, notice of all meetings of the Board; create a calendar for Board review of institutional and board policies/procedures; and, in general, shall perform all duties incident to the office of Secretary and such other duties as may, from time to time, be assigned to him or her by the Board.

Section 4. President

1. The President shall be the Chief Executive Officer of the College and shall see that all orders and resolutions of the Board are carried into effect. The President’s full-time responsibility shall be to the College.

   
   

2. Subject to the provisions of these Bylaws and to the direction of the Board, the President shall have the general and active management of the day-to-day operation of the College, and may execute all contracts and any mortgages, conveyances or other legal instruments in the name of and on behalf of the College, but this provision shall not prohibit the delegation of such powers by the Board to some other officer, agent or attorney-in-fact of the College.

   
   

3. The President shall serve on the Board as a non-Independent Trustee and be a voting member of all committees of the Board excepting any committee charged with the evaluation of the performance of the President, or if such charge is given to a committee with other purpose, shall be recused from any deliberations respecting such evaluation.

   
   

4. Without limiting the generality of the foregoing, the powers and duties of the President shall include the following:

   
   

   1. Appointing, subject to ratification by the Board, and overseeing the employment of the Vice President for Academic Affairs who shall serve as the Chief Academic Officer, and such other academic and nonacademic personnel as are required for the proper functioning of the College;

   2. Appointing, subject to ratification by the Board, and overseeing the employment of the Chief Financial Officer;

   3. Entering into contracts and executing any instrument in the name of and on behalf of the College, subject to and in accordance with the College’s then extant delegation of authority;

   4. Developing and administering the College’s annual Budget;

   5. Representing the College, including without limitation in regulatory and accreditation matters with such assistance from the Board as the College may deem necessary or convenient;

   6. Informing and advising the Board, as and when necessary, of material events or matters occurring at or impacting the College; and

   7. Performing such other duties and functions as are customary to the office and are necessary to ensure the effective operation and ongoing development of the College as an accredited institution of higher learning.

Article VIII. MISCELLANEOUS

Section 1. Indemnification

1. Each Trustee of the Board shall be indemnified against all reasonable expenses actually and necessarily incurred by such Trustee in connection with the defense of any action, suit of proceeding to which he or she has been made a party by reason of being or having

   been Trustee. The College shall reimburse such expenses except in relation to matters in which the Trustee shall be adjudicated in such action, suit, or proceeding to be liable due to gross negligence or willful or criminal misconduct in the performance of duty.

   
   

2. The right to indemnification conferred by this Section shall include the right to be paid by the College the expenses incurred in defending or otherwise participating in any action, suit or proceeding in advance of its final disposition.

   
   

3. The College will purchase and maintain insurance on behalf of an individual who is or was a Trustee against any liability asserted against or incurred by him or her in any such capacity or arising out of his or her status as a Trustee.

   
   

4. It is the intent of the College that the indemnification provisions in this Section 1 be primary (and not secondary or contributory) sources of indemnification. In the event that an indemnified person is entitled to indemnification from the College, and such indemnified person is also entitled to indemnification from any affiliate of such person (an “Affiliate Indemnification Source”), the College’s duties to indemnify such indemnified person shall be primary to those of any of the Affiliate Indemnification Source, and to the extent such Affiliate Indemnification Source actually indemnifies such indemnified person, such Affiliate Indemnification Source shall be subrogated to the rights of such indemnified person against the College for indemnification hereunder. The College hereby acknowledges the subrogation rights of each Affiliate Indemnification Source under such circumstances and agrees to execute and deliver such further documents and/or instruments as any such Affiliate Indemnification Source may reasonably request in order to evidence any such subrogation rights, whether before or after such Affiliate Indemnification Source makes any such indemnification payment.

Section 2. Amendments

A. The Trustees may propose alterations or amendments to theses Bylaws if approved by a four-fifths vote of the Board for approval by the Board of Managers. All alterations and amendments to the Bylaws must be approved by the Board of Managers.

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