The Bylaws are the internal operating rules of the YMCA Retirement Fund, governing such matters as holding meetings, voting, elections and the powers of Trustees and Officers. The Bylaws of the Young Men’s Christian Association Retirement Fund (effective September 17, 2015) Article I. Name and Purpose Section 1. The name of this organization shall be the Young Men’s Christian Association Retirement Fund (“the Retirement Fund” or “the Fund”). Section 2. As set forth in the Retirement Fund’s Act of Incorporation, the purpose of the Fund shall be to provide pension and welfare benefit programs for employees of Young Men’s Christian Associations (the “Associations”) in support of the Young Men’s Christian Association Movement which is in its essential genius a world-wide fellowship united by a common loyalty to Jesus Christ for the purpose of developing Christian personality and building a Christian society. Article II. Members and Meetings of Members Section 1. The Members of the Fund shall be Associations and individuals participating in the Fund’s Retirement Plan or Savings Plan. The Members shall hereinafter be referred to collectively as the “Participants.” Where the Participants are referred to separately, the Associations shall be referred to as “participating Associations” and the individuals shall be referred to as “participating individuals.” Section 2. An annual meeting of the Participants shall be held for election of Trustees and to vote on such matters as have been announced in the notice of the meeting or are presented by the Governance Committee. The Board of Trustees shall determine the time and place of the annual meeting, and give at least thirty (30) days notice thereof to all Participants. A quorum, consisting of Participants entitled to cast, in the aggregate, at least one hundred (100) votes in person or by proxy, shall be required at an annual meeting to transact business. Unless otherwise required by law or these Bylaws, any action taken at an annual meeting of Participants shall be authorized by a majority of the votes cast, not including abstentions. Section 3. For the election of the Trustees and decision on any other matter voted on by the Participants, each participating Association shall be entitled to one vote for each participating individual who is an employee of the Association on the first day of the month in which the annual meeting is held. Each participating individual shall be entitled to one vote. Section 4. The notice of the annual meeting of Participants which shall be mailed to all Participants shall contain a ballot and proxy form for the election of Trustees. Upon properly marking and mailing the same to reach the office of the Retirement Fund at least five (5) days before an annual meeting, the ballot will count the same as if the Participant were present. Section 5. The Governance Committee shall receive any resolution presented by a participating Association or participating individual to be brought before an annual meeting of the Participants and at its discretion present the same to the meeting. If the resolution bears the signature of at least two hundred and fifty (250) participating individuals representing at least three (3) participating Associations, its presentation is mandatory provided the resolution is received in the office of the Retirement Fund ninety (90) days or more prior to an annual meeting. Article III. Board of Trustees and Meetings of the Board Section 1. The management of the Fund shall be vested in a Board of Trustees. The number of Trustees constituting the entire Board shall be sixteen (16), not more than five (5) of whom shall be officers employed by an Association. A person shall continue to be considered an officer for five years after his or her employment with an Association terminates. A retired beneficiary on the annuity payroll of the Fund is ineligible to serve on the Board of Trustees. Elected Trustees shall serve for the period for which they are elected and until their successors are duly elected. Section 2. The Board of Trustees shall have and exercise all the powers necessary to accumulate, manage and dispose of the funds entrusted to it not inconsistent with the laws under which the Fund has been incorporated or any action taken at an annual meeting of the Participants. Section 3. At each annual meeting of Participants, one-fourth of the Trustees shall be elected by ballot for a period of four years. Such other Trustees as may be necessary to fill vacancies may also be elected at the annual meeting of the Participants. Section 4. No Trustee who has served for three full terms on the Board shall be eligible for reelection. No employee of the Fund shall be eligible for election to the Board. Section 5. At least forty-five (45) days prior to each annual meeting of the Participants, the Governance Committee shall select a slate of candidates to fill any new positions, expiring terms and vacancies on the Board of Trustees. The Governance Committee shall report to the Board a list of candidates for Board approval prior to submission to the Participants for election. The Governance Committee shall consider any recommendation made by any participating individual or participating Association for the nomination of an eligible person for election to the Board of Trustees if such written recommendation is received in the office of the Retirement Fund at least ninety (90) days prior to an annual meeting of Participants. If such a recommendation bears the signature of at least two hundred and fifty (250) participating individuals representing at least three (3) participating Associations and refers to a person who is not included in the slate selected by the Governance Committee, and such person is qualified to serve on the Board, such person shall automatically be nominated in addition to the slate selected by the Governance Committee. Section 6. Any vacancy or vacancies created by the resignation, death, removal by the Board for cause, or inability to serve of any member of the Board before the expiration of such person’s term may be filled at any meeting of the Board by a majority of the members of the Board then in office. A member of the Board elected to fill a vacancy shall hold office until he or she is duly elected at the next annual meeting of the Participants or until the election of a successor. Section 7. Members of the Board shall serve without any compensation as Trustees, but any Trustee may be reimbursed for expenses incurred in connection with such services. Section 8. Once annually, at a regular meeting of the Board of Trustees, the financial report shall be presented by the management of the Fund, Actuary, Auditor and/or Board committees. An annual report on the Retirement Fund shall be distributed to all participating Associations and to participating individuals and beneficiaries of the Retirement Fund. Section 9. Regular meetings of the Board shall be held quarterly on dates and at times and places, within or without the State of New York, as may be designated by the Chair or the Board. A special meeting of the Board may be called by the Chair, and shall be called by the Secretary upon the written request of five (5) or more Trustees, on not less than three days’ notice, given by mail, facsimile, email, or telephone. Section 10. A majority of the entire Board, present in person, shall constitute a quorum for the transaction of business at meetings of the Board and, except as otherwise required by law or these Bylaws, all matters shall be decided by the vote of a majority of the Trustees present at the time of the vote, if a quorum is present at such time. In the absence of a quorum those present at the time and place set for a meeting of the Board may take an adjournment, without further notice, until a quorum shall be present. Any purchase, sale, mortgage, or lease by the Retirement Fund of real property shall be authorized by a vote of two-thirds of the entire Board. Article IV. Officers Section 1. At a regular meeting of the Board of Trustees, or at any adjournment thereof, the Board shall elect the following officers of the Retirement Fund: a Chair, a Vice-Chair, and a President. Any such office not filled at a regular meeting or adjournment thereof may be filled by the Board at any meeting. A vacancy in any such office may be filled by the Board at any meeting. Section 2. The Board may at any meeting by resolution elect or appoint and define the duties of such other Board officers as it may from time to time determine. Section 3. The same person may be elected to more than one office, except that the offices of (i) Chair and President and (ii) President and Secretary shall not be held by the same person. All Board officers shall hold office at the pleasure of the Board. Section 4. The Chair shall be a member of the Board, serve as the Fund’s chief volunteer officer, provide leadership to the Board, preside at meetings of the Board and meetings of the Participants, appoint Committee Chair, Vice-Chair, and committee members (upon consultation with the Governance Committee Chair and President) subject to ratification by the Board, serve as an ex-officio non-voting member of all committees, and perform such other duties as may be assigned by the Board. The Chair shall be elected to a two-year term and may not serve more than three terms, whether consecutive or not. Section 5. The Vice-Chair shall be a member of the Board, shall assume the duties of the Chair in the absence of the Chair, and shall perform such other duties as may be assigned by the Board or the Chair. The Vice-Chair shall be elected to a two-year term and may not serve more than three terms, whether consecutive or not. Section 6. The President shall be the chief executive officer of the Retirement Fund and, subject to the control of the Board, shall have general supervision over the affairs of the Retirement Fund. The President shall serve as an ex officio non-voting member of all committees, except the Officer Compensation Committee. The President shall direct program implementation, operations, and administration including employment, management, and evaluation of staff. The President shall fulfill such duties as may be approved by the Board, be accountable for achieving plans and policies approved by the Board, and, in collaboration with the Chair, identify issues to be considered by the Board and ensure that the Board is kept adequately informed. Except as otherwise provided by these Bylaws, or by resolution of the Board, the President shall have power to sign for the Retirement Fund all deeds, contracts, agreements, instruments, and other documents. The President shall receive such salary and other compensation as may be authorized by the Board. Section 7. In the event of the resignation, disability, or death of the President of the Retirement Fund between meetings of the Board of Trustees, the Chair, in consultation with the Vice-Chair, may appoint an interim President, and such person shall have the powers of and act as the President of the Retirement Fund until the next meeting of the Board of Trustees. Section 8. The offices of Chief Investment Officer, Treasurer, and Secretary shall be held by management employees of the Fund and shall be appointed by the President, subject to Board approval. The Chief Investment Officer, Treasurer, and Secretary shall report to the President and shall perform usual and customary functions of those respective offices and such other duties as may be assigned by the President. The President may remove the Chief Investment Officer, Treasurer, or Secretary without Board approval. In addition, the President may create management positions with officer titles, subject to Board approval, and may appoint individuals to and remove individuals from such positions, without Board approval. Article V. Committees Section 1. Committees shall be established by the Board and committee members shall serve at the pleasure of the Board notwithstanding the selection of its members as provided herein. Committees shall also have such responsibilities and authority as shall be assigned or delegated to them by these Bylaws or by resolution of the Board, except that no committee other than Board committees shall be authorized to exercise the authority or powers of the Board. The Chair (upon consultation with the Chair of the Governance Committee and President) shall appoint committee members and committee officers subject to ratification by the Board. All committees shall be appointed from the members of the Board and shall be comprised of at least three Trustees. In addition to a minimum of three Trustee members, the Investment Committee also may have up to two non-Trustee members, and each individual serving as a non-Trustee member shall serve no more than a single one-year term. The Chair may also appoint members to committees of the corporation, whose members may include individuals who are not Trustees. Section 2. The chair of each Board committee shall be a member of the Board. In the event of a vacancy on a committee, the Chair of the Board may fill it with another member of the Board. Section 3. The vice-chair of each committee shall provide administrative support to the chair of the committee. Section 4. A majority of the members of any committee, present in person, shall constitute a quorum for the transaction of business at meetings of the committee. Except as otherwise required by law or these Bylaws, all actions taken at a meeting of any committee shall require the affirmative vote of a majority of the members of the committee present. Except as otherwise required by law or provided in these Bylaws, any committee may adopt rules to govern its proceedings. Section 5. There shall be the following Board committees: Executive Committee, Audit Committee, Benefits, and Operations Committee, Governance Committee, Investment Committee, and Compensation Committee. Each Board committee shall operate according to a charter approved by the Board. Article VI. Action Without A Meeting And Meeting By Telephone Section 1. Any action required or permitted to be taken by the Board or any committee may be taken without a meeting if all the members of the Board or the committee, respectively, consent in writing to the adoption of a resolution authorizing the action. The resolution and written consents (including consents by email) thereto of the members of the Board or the committee, as the case may be, shall be filed with the minutes of the proceedings of the Board or the committee, respectively. Section 2. Any one or more members of the Board or any committee may participate in a meeting of the Board or the committee, respectively, by means of a conference by telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at the meeting. Article VII. Investments Section 1. The Board shall have power to invest the funds and assets of the Retirement Fund and may delegate its investment functions to the Investment Committee or to other persons. All investment decisions of the Board or the Investment Committee must be consistent with the terms and conditions of the Retirement Fund’s plans and applicable law. Section 2. The President is authorized to execute investment transactions (including any contract or other document) in such form as may be customary or necessary to effectuate the management of the assets of the Retirement Fund, including purchases or sales of stocks, bonds, or other securities or assets standing in the name of or belonging to the Retirement Fund, and the President may delegate that authority to staff members in the Investment Department who will act under the oversight of the Investment Committee. Such investment transactions originated by staff members in the Investment Department shall, after verification by staff members in the Finance Department, be confirmed by the signed authorization of the President or any other member of the Finance Department not in the Investment Department. After approval by the Investment Committee to enter into or terminate an investment contract or contracts for investment managers, the President or Chief Financial Officer or General Counsel of the Retirement Fund, if designated by the President are authorized to execute said contracts and other documents in such form as may be customary or necessary to effectuate or terminate such investments. Section 3. Any employee of the Retirement Fund, or such other person or persons as the President or Chief Investment Officer may designate, may execute and deliver on behalf of the Retirement Fund proxies on stock owned by the Retirement Fund, appointing persons to represent and vote such stock at any meeting of stockholders, with full power of substitution, and rescinding such appointments. Article VIII. Annual Budget and Business Operations Annually, management employees of the Fund shall prepare an operational budget and submit it to the Board for approval. The President or any employee designated by the President is authorized to execute contracts for administrative purposes within the administrative budget approved by the Board. Article IX. Indemnification The Retirement Fund shall, to the fullest extent permitted and upon the conditions prescribed by law, indemnify each person made, or threatened to be made, a party to any action or proceeding by reason of the fact that such person, or his/her testator or intestate, is or was a member of the Board or of a committee or an officer of the Retirement Fund, or, while serving as any of the foregoing, served any other corporation or any partnership, joint venture, trust, employee benefit plan or other entity in any capacity at the request of the Retirement Fund, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees actually and necessarily incurred as a result of such action or proceeding, or any appeal therein. The Retirement Fund shall not indemnify any person if a judgment or other final adjudication adverse to such person establishes (i) that the acts of such person were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated or (ii) that the person personally gained a financial profit or other advantage to which the person was not legally entitled. Expenses incurred by such person in defending such action or proceeding shall be advanced by the Retirement Fund to the extent permitted by law. The foregoing rights of indemnification and advancement of expenses shall not be exclusive of any other rights to which any such person may be entitled as a matter of law, or which may be lawfully granted to such person, including by a resolution of the Board or an agreement with the Fund approved by the Board granting such rights. The indemnification hereby granted by the Retirement Fund shall be in addition to and not in limitation of any other privilege or power which the Retirement Fund may lawfully exercise with respect to indemnification or reimbursement of members of the Board or of committees, or its officers. The rights of indemnification and advancement vest at the time a person becomes a Trustee, committee member, or officer, and a subsequent amendment of the Bylaws may not adversely affect those rights. The Retirement Fund may, in its sole discretion, to the extent permitted by law and upon such conditions as may be prescribed by the Board, indemnify and advance defense expenses to current and former employees of the Retirement Fund who are not officers. Article X. Amendments Section 1. Article I, Article II, Article III, Sections 1-5 and 8; and Article X, Section 1 of these Bylaws may be altered, amended or repealed by two-thirds of the votes of Participants cast, not including abstentions, at a meeting called for that purpose or at an annual meeting of members as provided in Article II, Section 2. The voting rights as indicated in Article II, Section 3 shall apply. Notice of the proposed change shall be mailed to all Participants at their last known addresses at least thirty days in advance. Section 2. Except for those Articles and Sections specified in Section 1 of this Article, any Article or Section of these Bylaws may be altered, amended, or repealed by two-thirds of the Trustees present at any meeting of the Board, provided that the proposed amendment or repeal shall have been presented in writing at a previous meeting. Alternatively, any such Article or Section may be altered, amended, or repealed at a meeting of the Participants following the procedures set forth in Section 1 of this Article.