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Home My WebLink AboutSP201900008 Application 2019-10-21The Miller School of Albemarle Additional Supporting Information Page iiMiller School of Albemarle Supplement to SUP Application Table of Contents [iii] Copy of Application [viii] Checklist for a Special Use Permit [xi] Pre Application Meeting Comment Form [xiv] Copy of Ownership Information [xxxvii] Copy of Conservation Easement Page iiiMiller School of Albemarle Supplement to SUP Application Application for Special Use Permit Page ivMiller School of Albemarle Supplement to SUP Application Application for Special Use Permit County of Albemarle Department of Community Development 401 McIntire Road Charlottesville, VA 22902 Voice: (434) 296-5832 Fax: (434) 972-4126 Special Use Permit Application Revised 2/28/2019 Page 1 of 5 IMPORTANT: Your application will be considered INCOMPLETE until all of the required attachments listed on page 2 have been submitted with the appropriate signature on page 3. Also, please see the list on page 4 for the appropriate fee(s) related to your application. PROJECT NAME: (how should we refer to this application?) ________________________________________________________ PROPOSAL/REQUEST: _______________________________________________________________________________________ ZONING ORDINANCE SECTION(S): ___________________________________________________________________________ EXISTING COMP PLAN LAND USE/DENSITY: _________________________________________________________________ LOCATION/ADDRESS OF PROPERTY FOR SPECIAL USE PERMIT: ____________________________________________________________________________________________________________ TAX MAP PARCEL(s): _______________________________________________________________________________________ ZONING DISTRICT: _________________________________________________________________________________________ # OF ACRES TO BE COVERED BY SPECIAL USE PERMIT (if a portion, it must be delineated on a plat): _______________ Is this an amendment to an existing Special Use Permit? If Yes provide that SP Number. SP-____________ Are you submitting a preliminary site plan with this application? YES NO YES NO Contact Person (Who should we call/write concerning this project?): __________________________________________________________________ Address ________________________________________________ City _________________________ State ___________ Zip __________ Daytime Phone (____) ___________________ Fax # (____) ___________________ E-mail ________________________________________ Owner of Record ___________________________________________________________________________________________________________ Address ________________________________________________ City _________________________ State ___________ Zip __________ Daytime Phone (____) ___________________ Fax # (____) ___________________ E-mail ________________________________________ Applicant (Who is the Contact person representing?): _______________________________________________________________________________ Address ________________________________________________ City _________________________ State ___________ Zip __________ Daytime Phone (____) ___________________ Fax # (____) ___________________ E-mail ________________________________________ Does the owner of this property own (or have any ownership interest in) any abutting property? If yes, please list those tax map and parcel numbers: ____________________________________________________________________________________________________________________________________ ____________________________________________________________________________________________________________________________________ FOR OFFICE USE ONLY SP # ______________________________________SIGN #______________________________________________ Fee Amount $___________ Date Paid __________By who? ______________________________ Receipt # _____________Ck#_____________ By:______________ ZONING ORDINANCE SECTION_________________________________________________________________________________________________________ Concurrent review of Site Development Plan? YES____ NO _____ The Miller School of Albemarle Special Use Permit for Private School Rural Area District (RA),Chapter 18 Section 10 Rural Area 1000 Samuel Miller Loop,Charlottesville,VA 22903 72-32 Samuel Miller Magisterial District Daniel C.Hyer,PE 113 4th Street NE;STE 100 Charlottesville VA 22902 262-0169 dhyer@line-grade.com The Miller School of Albemarle 1000 Miller School Loop Charlottesville VA 22903 823-4805 mdrude@millerschool.org The Miller School of Albemarle 1000 Miller School Loop Charlottesville VA 22903 823-4805 mdrude@millerschool.org 434 434 434 Page vMiller School of Albemarle Supplement to SUP Application Special Use Permit Application Revised 2/28/2019 Page 2 of 5 REQUIRED ATTACHMENTS & OTHER INFORMATION TO BE PROVIDED for THE APPLICATION TO BE OFFICIALLY SUBMITTED & DEEMED COMPLETE ❑ Application Signature Page ❑ One (1) completed & signed copy of the Checklist for a Special Use Permit. ❑ One (1) copy of the Pre-application Comment Form received from county staff ❑ One (1) copy of any special studies or documentation as specified in the Pre-application Comment Form, ❑ Seventeen (17) folded copies of a Conceptual Plan. ❑ Seventeen (17) copies of a written narrative The narrative must be laid out to identify each of the bulleted TITLES as follows: • PROJECT PROPOSAL The project proposal, including ▪ its public need or benefit; ▪ how the special use will not be a substantial detriment to adjacent lots, ▪ how the character of the zoning district will not be changed by the proposed special use, and ▪ how the special use will be in harmony with the following; o the purpose and intent of the Zoning Ordinance, o the uses permitted by right in the zoning district, o the regulations provided in Section 5 of the Zoning Ordinance as applicable, and o the public health, safety and general welfare. (be as descriptive as possible, including details such as but not limited to the number of persons involved in the use, operating hours, and any unique features of the use) • CONSISTENCY WITH COMPREHENSIVE PLAN The proposed project’s consistency with the comprehensive plan, including the land use plan and the master plan for the applicable development area; • IMPACTS ON PUBLIC FACILITIES & PUBLIC INFRASTRUCTURE The proposed project’s impacts on public facilities and public infrastructure. • IMPACTS ON ENVIRONMENTAL FEATURES The proposed project’s impacts on environmental features. ❑ One (1) copy of the most recent recorded plat, that shows the Deed Book/Page Number, of the parcel(s) composing the proposed project, or a boundary survey if a portion of one or more parcels compose the proposed project, both of which shall include a metes and bounds description of the boundaries. ❑ Taxes, charges, fees, liens owed to the County of Albemarle As the owner/agent I certify that any delinquent real estate taxes, nuisance charges, stormwater management utility fees, and any other charges that constitute a lien on the subject property, which are owed to the County of Albemarle and have been properly assessed against the subject property, have been paid. PLEASE CONSULT THE LIST OF ITEMS WHICH WILL BE REVIEWED BY STAFF LINKED HERE Page viMiller School of Albemarle Supplement to SUP Application Page viiMiller School of Albemarle Supplement to SUP Application Special Use Permit Application Revised 2/28/2019 Page 4 of 5 Required FEES to be paid once the application is deemed complete: What type of Special Use Permit are you applying for? Staff will contact you regarding the fee once the application is deemed complete ❑ New Special Use Permit $2,150 ❑ Additional lots under section 10.5.2.1 $1,075 ❑ Public utilities $1,075 ❑ Day care center $1,075 ❑ Home Occupation Class B $1,075 ❑ To amend existing special use permit $1,075 ❑ To extend existing special use permit $1,075 ❑ Farmer’s markets without an existing commercial entrance approved by the VDOT or without existing and adequate parking $527 ❑ Farmer’s markets with an existing commercial entrance approved by the VDOT and with existing and adequate parking $118 ADDITIONAL FEES ❑ Initial notice fee provided in conjunction with an application, for preparing and mailing notices and published notice $435 ❑ ALL SPECIAL USE PERMITS - FIRE RESCUE REVIEW FEE $50 ❑ Signs under section 4.15.5 and 4.15.5A (filed for review by the Board of Zoning Appeals under the Variance Schedule) $538 Other FEES that may apply: Fees for re-advertisement and notification of public hearing after advertisement of a public hearing and a deferral is made at the applicant’s request ➢ Preparing and mailing or delivering up to fifty (50) notices $215 + actual cost of first-class postage ➢ Preparing and mailing or delivering each notice after fifty (50) $1.08 for each additional notice + actual cost of first-class postage ➢ Published notice (published twice in the newspaper for each public hearing) Actual cost based on a cost quote from the publisher (averages between $150 and $250) ➢ Application for uses under sections 5.1.47 or 5.2A NO FEE ➢ Special Exception – provide written justification with application $457 Resubmittal fees for original Special Use Permit fee of $2,150 ➢ First resubmission FREE ➢ Each additional resubmission (TO BE PAID WHEN THE RESUBMISSION IS MADE TO INTAKE STAFF) $1,075 Resubmittal fees for original Special Use Permit fee of $1,075 ➢ First resubmission FREE ➢ Each additional resubmission (TO BE PAID WHEN THE RESUBMISSION IS MADE TO INTAKE STAFF) $538 The full list of fees can be found in Section 35 of the Albemarle County Zoning Ordinance. Page viiiMiller School of Albemarle Supplement to SUP Application Checklist for Special Use Permit Page ixMiller School of Albemarle Supplement to SUP Application SPECIAL USE PERMIT CHECKLIST 04/2013 Page 1 of 2 SPECIAL USE PERMIT CHECKLIST for Miller School / TMP 07200-00-00-03200 After the mandatory pre-application meeting, county staff will mark this checklist appropriately so that it is clear to the applicant the information from Section 33.33 that must be submitted with the official application smc Required for application? (County Staff) X Provided with application (Applicant) X SECTION 33.33 NOTE to staff: if providing additional comments are provided within the checklist boxes, please distinguish those comments with different color print AND italic/underlined print or some other method that can be distinguished when copied with a black and white copier/printer. YES NO X A narrative of the project proposal, including its public need or benefit; X A narrative of the proposed project’s consistency with the comprehensive plan, including the land use plan and the master plan for the applicable development area; X A narrative of the proposed project’s impacts on public facilities and public infrastructure. X A narrative of the proposed project’s impacts on environmental features. X A narrative of the proffers proposed to address impacts from the proposed project. X One or more maps showing the proposed project’s regional context and existing natural and manmade physical conditions; X A conceptual plan showing, as applicable: X 1) the street network, including circulation within the project and connections to existing and proposed or planned streets within and outside of the project; X 2) typical cross-sections to show proportions, scale and streetscape/cross- sections/circulation; X 3) the general location of pedestrian and bicycle facilities; X 4) building envelopes; X 5) parking envelopes; X 6) public spaces and amenities; Page xMiller School of Albemarle Supplement to SUP Application SPECIAL USE PERMIT CHECKLIST 04/2013 Page 2 of 2 X 7) areas to be designated as conservation and/or preservation areas; X 8) conceptual stormwater detention facility locations; X 9) conceptual grading; X Other special studies or documentation, if applicable, and any other information identified as necessary by the county on the pre-application comment form. -Details of current and proposed enrollment and staffing (numbers, balance of resident vs. day students) -Details of proposed building additions (size, function, location, any preliminary design details) and other facility/infrastructure additions -Designate historic structures on conceptual plan, and provide details of any proposed changes to those structures -Trip generation for current and proposed enrollment/staffing -Note that conceptual plan may focus on the central school area, but must include sheets and/or details that cover all school-related facilities and infrastructure on the property, including faculty/staff housing. - Please note: There are additional submittal requirements outlined on the official application for a Special Use Permit. Read and Sign I hereby state that, to the best of my knowledge, the official application submitted contains all information marked on this checklist as required for application. ________________________________________________ _______________________ Signature of person completing this checklist Date ________________________________________________ _______________________ Name Phone Number August 19, 2019 Daniel C. Hyer 434-262-0169 Page xiMiller School of Albemarle Supplement to SUP Application Pre-Application Meeting Comment Form Page xiiMiller School of Albemarle Supplement to SUP Application COUNTY OF ALBEMARLE Department of Community Development 401 McIntire Road, North Wing Charlottesville, Virginia 22902-4596 Phone (434) 296-5832 Fax (434) 972-4126 Memorandum To: Mr. Daniel Hyer From: Scott Clark, Senior Planner Date: July 16, 2019 Subject: Mandatory pre-application meeting for Miller School The following are County staff comments regarding the above noted pre-application meeting. This meeting satisfies the requirement for a pre-application meeting prior to submittal of your zoning map amendment application (“rezoning”) and/or a special use permit application. The purpose of for the meeting is summarized below: The purposes for a pre-application meeting are to: (i) provide the applicant and the county a common understanding of the proposed project; (ii) inform the applicant about the proposed project’s consistency with the comprehensive plan, other relevant policies, and county regulations; (iii) broadly identify the planning, zoning and other issues raised by the application that need to be addressed by the applicant; (iv) inform the applicant about the applicable procedure; and (v) allow the director to identify the information the applicant must submit with the application, including the supplemental information delineated in subsection (c). Receiving the relevant supplemental information will allow the application to be comprehensively and efficiently reviewed. Our understanding is that the proposed special-use permit application for this existing, non-conforming private school will include: • Increased enrollment and staffing • New construction in the main school area to provide increased dormitory and academic space, and possibly other facilities The following are staff comments: (ii) Consistency with the Comprehensive Plan: • The central Comprehensive Plan goals for the Rural Areas are related to agriculture, forestry, and protection of natural and cultural resources. New commercial uses such as schools are not generally supportive of those goals. However, the historic nature of the Miller School and the existing resource protection on the site would be taken into account in the review. • Appropriateness of the scale of expansion for the Rural Areas, and appropriateness of design/layout for the historic nature of the site, would be key policy considerations. (iii) broadly identify the planning, zoning and other issues raised by the application that need to be addressed by the applicant • Impacts to historic resources caused by new structures, additions, and facilities (Note that our Page xiiiMiller School of Albemarle Supplement to SUP Application2 review of impacts to existing historic structures will be focused on their design and context, and less on interior uses or changes, unless the interior changes constitute significant changes to the historic nature of the structures.) • Impacts to water quality and other natural resources resulting from construction and expansion • Public-safety impacts of increased traffic generation (iv) applicable procedures • Community Meeting – the applicant is required by ordinance to undertake a community meeting process as part of the review of the rezoning/SP request. This meeting should be held, if possible, within 30 days from the date the rezoning application is submitted, and can be held prior to the submittal of the rezoning application. Adjacent property owners and neighborhoods (and the Coordinating Reviewer/planner) should receive advance notification of this meeting (date/time/location). • If the applicant knows of any of any waivers or modifications that are needed to implement the proposed plan, staff recommends that those requests be submitted with the initial application. Staff will then determine if the waivers should be approved with the rezoning action or deferred for action with site plan and/or subdivision plat approval. (v) Identify the information the applicant must submit with the application, including the supplemental information • A conceptual plan should be submitted with the Special Use Permit application for the private school. • Attached SP Checklist • Please provide a letter from the Land Trust of Virginia stating that the proposed expansion would be in compliance with the terms of the conservation easement. If you have any further questions, please contact me. Sincerely, Scott Clark Senior Planner Page xivMiller School of Albemarle Supplement to SUP Application Copy of Ownership Information Page xvMiller School of Albemarle Supplement to SUP Application Page xviMiller School of Albemarle Supplement to SUP Application THE MILLER SCHOOL OF ALBEMARLE, INC. A Virginia Nonstock Corporation BYLAWS RECITALS WHEREAS, The Miller School of Albemarle, Inc. (referred to herein as the "School" or the "Corporation" and formerly known as The Miller Manual Labor School) was created in 1874 by the Virginia General Assembly; WHEREAS, over the years, a majority of the School's trustees were appointed by the Governor of Virginia and the Judge of the Circuit Court of Albemarle County; WHEREAS, in 2002, the Acts of Assembly pertaining to the School were amended to increase the membership of the Board of Trustees for the School to fifteen members, with the Governor of Virginia, the Judge of the Circuit Court of Albemarle County, and the entire Board of Trustees each to appoint five Trustees, and with the terms of all Trustees to be for four years each, except for vacancies or unexpired terms; WHEREAS, in 2004, the Acts of Assembly were further amended to (1) increase the membership of the Board of Trustees to no more than twenty-three members, (2) reduce the number of appointments to be made by the Governor of Virginia and the Judge of the Circuit Court of Albemarle County from five to two members each, with the Board making the remaining appointments, and (3) to reduce the number of consecutive four-year terms from three to two; and WHEREAS, in 2007, the Acts of Assembly were further amended to eliminate the appointment of any Trustees by the Governor of Virginia or the Judge of the Circuit Court of Albemarle County and to provide that all Trustees would be elected by the Board according to its Bylaws; NOW, THEREFORE, the Trustees desire to amend and restate the Bylaws to reflect the Board's current governance procedures. ARTICLE I Name The name of this Corporation is The Miller School of Albemarle, Inc. The Corporation was originally created pursuant to Chapter 61 of the Acts of Assembly 1874 as The Miller Manual Labor School of Albemarle, and pursuant to Section 23-51 of the Code of Virginia adopted by the General Assembly in its 1950 Session, the School's name was changed to The Miller School of Albemarle, Inc. Page xviiMiller School of Albemarle Supplement to SUP Application ARTICLE II Purposes 2.1 General Purpose. The Corporation is a nonprofit corporation established exclusively for educational and charitable purposes, namely for the purpose of operating an accredited school in western Albemarle County, Virginia. 2.2 Charitable Purposes. The Corporation shall receive tuition, fees, allowances, rents, monies, and other real or personal property, which are charged, realized, donated, given, allocated, conveyed, devised, or otherwise transferred, and shall use and apply the whole or any part of the income therefrom and the principal thereof (subject to the restrictions and limitations hereinafter set forth, including Section 2.3.1 ), exclusively for religious, charitable, scientific, literary, or educational purposes either directly or by contributions to organizations that qualify as exempt organizations under Section 501 (c)(3) of the Internal Revenue Code of 1986, as amended, and relevant Treasury Regulations. 2.3 Specific Purposes. The predominant specific purpose of the School is to exist as an educational community in western Albemarle County, Virginia, where the best interests of its male and female students are to be served by developing their minds, hands, and hearts and by preparing them for successful entry into adult society. The other specific purposes of the School are as follows: 2.3.1 To remain mindful of the generous spirit of its founder, Samuel Miller. Pursuant to Chapter 306 of the Acts of Assembly 1986, the principal amount of the Miller Fund based on an interpretation of the Last Will and Testament of Samuel Miller was determined to be $1,044,868.49 as specified in Chapter 93 of the Acts of Assembly 1927, which sum shall never be invaded. All funds surplus to such amount are income and gains on the principal amount. 2.3.2 To establish, conduct, manage and maintain an institution for education and instruction in the various fields of science, literature, philosophy, history, languages, mathematics, music, arts, manual and vocational training, engineering, and liberal, useful and fine arts and in the professions. 2.3.3 To establish, conduct, manage and maintain courses of instruction in general or specific fields or for general or special groups to be established upon the bases of age, gender, personality, and physical and mental capacities, or any or all of them, and to grant certificates or diplomas to such of its students as are deemed proficient and fit to receive them. 2.3.4 To hold, own, manage, invest, reinvest, handle, and administer in its discretion, corporate assets in furtherance of the purposes herein specified: provided, however, the Corporation shall not engage in a trust business. Page xviiiMiller School of Albemarle Supplement to SUP Application 2.3.5 To apply, obtain and maintain accreditation from such private, public, governmental agencies, bodies or groups as it may from time to time desire. The Corporation shall not have capital stock and is not organized for profit. 2.4 Prohibited Transactions. No part of the assets or net earnings of the Corporation shall inure to the benefit of or be distributable to any member of the Board of Trustees, officer, or incorporator of the Corporation or any private individual except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article I I hereof. No private individual shall be entitled to share in the distribution of any of the Corporate assets on dissolution of the Corporation. No substantial part of the activities of the Corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the Corporation shall not participate in or intervene in (including the publication or distribution of statements) any political campaign on behalf of any candidate~ for public office. The Corporation shall not conduct or carry on any activities not permitted to be conducted or carried on by an organization exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code or by any organization contributions to which are deductible under Section 170(c)(2) of the Code and relevant Treasury Regulations. 2.5 Nondiscrimination Policy. The School admits students of any race, gender, creed, ethnicity, or national origin to all the rights, privileges, programs, and activities generally accorded or made available to students at the School. It does not discriminate on the basis of race, gender, creed, ethnicity, or national origin in administration of its educational policies, admission policies, scholarship and Joan programs, and athletic and other school-administered programs. ARTICLE Ill Office 3.1 The principal office of the School shall be 1000 Samuel Miller Loop, Charlottesville, Virginia 22903, or such other location as the Trustees may from time to time determine. 3.2 The Corporation may also have offices at such other places as the Trustees may select. ARTICLE IV Seal The corporate seal of the Corporation shall be in a circular form and shall bear the name of the Corporation and the words "LABORE ET HONORE" and "1878," or the Roman numeral equivalent. Page xixMiller School of Albemarle Supplement to SUP Application ARTICLE V Membership of the Corporation and the Board of Trustees 5.1 Membership. The Corporation shall have no authority to issue stock and shall have no members. 5.2 Governance. The Corporation shall be governed by the Board of Trustees. 5.3 Number. The Board of Trustees is to consist of no more than twenty-three (23) members (the "Trustees"). 5.4 Term. Each Trustee shall be elected to a four-year term. A Trustee may not be elected for more than two (2) successive four-year terms. As practicable, the terms of the Trustees may be staggered by dividing the total number of Trustees into groups, and the terms for such groups shall expire in yearly rotations as of June 30 of the applicable year. 5.5 Election. Trustees shall be elected by a majority vote of the Trustees then serving from nominations submitted to the Trustees by the appropriate standing committee. 5.6 Employees. Current employees of the School and members of the School's administration, staff, or faculty may not serve on the Board of Trustees, but may serve as Officers as provided in Article VI herein. 5.7 General Powers. The Trustees shall have all powers and authority necessary for the management of the business of the Corporation, subject to any limitations imposed by law or by these Bylaws. The Board shall have the power to delegate to proper officers of the School, or to committees of the Board, such duties as it may deem appropriate, except to the extent controlled by these Bylaws. 5.8 Express Powers. Without limitation, the following powers shall be possessed by the Board of Trustees, unless otherwise delegated: 5.8.1 Authorization, adoption, and approval of the annual budget; 5.8.2 Control and determination of all policies concerning investments; 5.8.3 Selection of appropriate agencies to receive and handle corporate monies, funds, and investments. 5.8.4 Approval of conditions attached to gifts, bequests, trusts or memorials and the authorization and establishment of memorials for benefactors of the School; 5.8.5 Selection and employment of legal counsel and the auditors for the School; Page xxMiller School of Albemarle Supplement to SUP Application 5.8.6 Continuous consideration of all immediate and long-range plans for the improvement, expansion, and development of the School and oversight of all administrative and operational policies, programs, and facilities; 5.8.7 Amendment of these Bylaws; 5.8.8 Sale or long-term (more than 3 years) lease or encumbrance of the School's real or personal property; 5.8.9 Exercise of any other power not proscribed by law, these Bylaws, or the School's Articles of Incorporation. 5.9 Vacancy. If any Trustee's position becomes vacant by reason of death, resignation, disqualification or other withdrawal of a Trustee, the Board of Trustees may elect a successor Trustee who shall hold office for the unexpired term corresponding to the vacancy. For re-appointment eligibility purposes, a Trustee's completion of an unexpired or vacant term of less than four years duration shall not, for purposes of Section 5.4 above, be regarded as a full four year term. 5.10 Removal. For good cause (e.g., malfeasance, refusal or inability to perform with regularity his or her trusteeship duties or to honor the School's principles of good trusteeship, etc.), a Trustee may be removed from office by a majority vote of the other Trustees at any annual, regular or special meeting, provided that written notice of the intention to consider removal of a Trustee has been included in the notice of the meeting. No Trustee shall be removed without the opportunity to be heard at such meeting, but no formal hearing procedure need be followed. 5.11 Resignation. Any Trustee may resign from office at any time, such resignation to be made In writing, and to take effect from the time of its receipt by the Corporation, unless some other time be fixed in the resignation, and then from that date. The acceptance of the resignation shall not be required to make it effective. 5.12 Trustee Emeritus. At the discretion of the Board of Trustees, a majority of the Trustees may elect one or more ex officio Trustees (individually referred to as a “Trustee Emeritus") to serve in an advisory capacity, in addition to the voting Trustees, for an unlimited number of one-year terms. A Trustee Emeritus shall have the right to participate in all deliberations at all regular and special meetings of the Board of Trustees, but shall not have the right to vote. A Trustee Emeritus shall not be required to attend any such meetings and the attendance of any Trustee Emeritus shall not count towards a quorum. Page xxiMiller School of Albemarle Supplement to SUP Application ARTICLE VI Officers 6.1 The officers of the Corporation shall be the Chair of the Board, the Vice-Chair of the Board, the President, Vice President, Secretary, Treasurer, and Director of Finance, who shall hold such offices as follows: 6.1.1 Chair of the Board. The Chair of the Board shall preside over meetings of the Board and shall serve as the primary liaison between the Board and the President. The Chair shall perform such other duties as may from time to time be directed by the Board and shall sign documents in the name of the Board as may from time to time be necessary. The Chair may create special committees as deemed necessary and appoint Trustees or other persons, with or without Board approval, to serve on such committees. By virtue of the position, the Chair shall be a member of all School committees, in addition to those other committee members recited in these Bylaws. 6.1.2 Vice-Chair of the Board. In the absence or disability of the Chair, the duties and powers of the Chair shall be assumed by the Vice-Chair of the Board. 6.1.3 President. The President shall be an employee of the School who shall be elected by the majority vote of all Trustees then serving, and shall serve in that office until replaced by that authority. The President shall be the chief administrative and executive offer of the School and shall be responsible to the Board of Trustees for execution of its policies. The President shall serve on all committees created by the Board. The President shall also have the title of Head of School . 6.1.4 Vice President. In the absence or disability of the President, the duties and powers of the President shall be assumed by the Vice President. 6.1.5 Secretary. The Secretary of the Board shall keep full minutes of the meetings of the Trustees, shall attend all sessions of the Board, shall act as clerk thereof, and shall record all votes and minutes of all proceedings. The Secretary shall give or cause to give notice of all meetings to the Trustees as appropriate. The Secretary shall have and retain custody of the Seal of the Corporation and affix and attest said seal to all documents as required. The Secretary shall perform such other duties as may be assigned by the President or the Chair. The President may also serve as Secretary. 6.1.6 Treasurer. The Treasurer shall be a Trustee and shall coordinate with the Director of Finance in establishing policies for the handling and custody of corporate assets, shall supervise the maintenance of financial records and books, shall sign or countersign such instruments as require his or her signature, and shall make such reports and perform such other duties as are incident to his or her office or are properly required of him or her by the Board. The Treasurer shall be the Chair of the Finance Committee. 6.1.7 Director of Finance. The Director of Finance shall be an employee of the School and shall report to the President, shall oversee the daily administration of the Finance Office along with the President, Page xxiiMiller School of Albemarle Supplement to SUP Application shall keep full and accurate accounts of receipts and disbursements, shall collect all funds due the School and disburse funds as required to meet the obligations of the School, and shall render to the President, the Board, the Finance Committee, and the Treasurer regular accounts of all transactions and of the financial condition of the School. 6.2 Terms. Officers who are employees of the School shall serve for terms to coincide with their period of employment. Officers who are Trustees and not employees of the School shall be annually appointed by the Board at its organizational meeting at the beginning of each fiscal year. ARTICLE VII Committees 7.1 All standing committees shall be chaired by a member of the Board. The standing committees shall be those listed on Exhibit A, with functions and membership as stated therein. Without amending the body of these Bylaws, Exhibit A may be amended from time to time by following the amendment procedure set forth in Article XI herein. 7.2 Unless otherwise stated (a) quorums for Committee meetings shall exist whenever a majority of those then existing members is present and (b) the majority vote of any Committee meeting convened and transpiring with a quorum present shall be required for Committee action. As with Board meetings, a Committee member may be considered present for, and may participate in, any meeting by contemporaneous telephonic or televisual means. Committees shall endeavor to keep organized and legible written records of their meetings, including a record of those in attendance and the actions and votes taken. 7.3 The Trustees or the Board Chair may establish ad hoc committees with such powers as may be deemed desirable for the operation of the Corporation. ARTICLE VIII Fiscal Year The fiscal year of the Corporation shall begin on July 1 and end on June 30. ARTICLE IX Board Meetings Page xxiiiMiller School of Albemarle Supplement to SUP Application 9.1 Regular meetings of the Board shall be held not less than three times per fiscal year, with the first such meeting being organizational in nature and being the meeting at which standing committee appointments are made. Regular meeting notices shall be given five {5) days in advance of such meetings as the Chair of the Board may direct. 9.2 Special meetings of the Board may be called by the Board Chair, the President, or by a majority of the then-serving Trustees at any time. At least ten (10) days written notice stating the time, place and purpose of any special meeting shall be given to the members of the Board. 9.3 Notice of Board meetings shall specify the place, day and hour of the meeting and, in the case of a special meeting or when otherwise required, the general nature of the business to be transacted. Attendance of a Trustee at any meeting shall constitute a waiver of notice of such meeting, except where a person attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened. 9.4 A quorum shall consist of a majority of the Trustees then serving, and the Board may act by a majority vote of the quorum present. A Trustee may participate in a meeting by contemporaneous telephonic or televised means. ARTICLE X Indemnification of Officers and Trustees 1 0.1 Limit on Liability. In every instance in which the Virginia Nonstock Corporation Act, as it exists on the date hereof or may hereafter be amended, permits the limitation or elimination of liability of directors or officers of a corporation to the corporation, the Trustees and officers of the Corporation shall not be liable to the Corporation. 10.2 Mandatory Indemnification. The Corporation (the term "Corporation" as used in this Section shall mean this Corporation only and no predecessor entity or other legal entity) shall indemnify any individual who is, was or is threatened to be made, a party to a civil, criminal, administrative, investigative or other proceeding {including a proceeding by or in the right of the Corporation) because such individual is or was a Trustee or officer of the Corporation, or of any other legal entity controlled by the Corporation, against all liabilities and reasonable expenses incurred by him or her on account of the proceeding except such liabilities and expenses as are incurred because of his or her willful misconduct or knowing violation of the criminal law. Before any indemnification is paid, a determination shall be made that indemnification is permissible in the circumstances because the person seeking indemnification has met the standard of conduct set forth above. Such determination shall be made in the manner provided by Virginia Jaw for determining that indemnification of a director is permissible; provided, however, that if a majority of the Trustees of the Corporation has changed after the date of the alleged conduct giving rise to a claim for indemnification, the determination that indemnification is permissible shall, at the option of the person claiming indemnification, be made by special legal counsel agreed upon by the Board of Page xxivMiller School of Albemarle Supplement to SUP Application Trustees and such person. Unless a determination has been made that indemnification is not permissible, the Corporation shall make advances and reimbursement for expenses incurred by any of the persons named above upon receipt of an undertaking from him or her to repay the same if it is ultimately determined that such individual is not entitled to indemnification. The Corporation is authorized to contract in advance to indemnify any of the persons named above to the extent it is required to indemnify them pursuant to this Section. 10.3 Miscellaneous. 1 0.3.1 The rights of each person entitled to indemnification under this Article shall inure to the benefit of such person's heirs, executors, and administrators. Indemnification pursuant to this Article shall not be exclusive of any other right of indemnification to which any person may be entitled, including indemnification pursuant to a valid contract, indemnification by legal entities other than the Corporation, and indemnification under policies of insurance purchased and maintained by the Corporation or others. However, no person shall be entitled to indemnification by the Corporation to the extent he or she is indemnified by another, including an insurer. 10.3.2 Notwithstanding the foregoing provisions of this Article, during any period that the Corporation is classified as a private foundation under the Internal Revenue Code, the Corporation shall not indemnify any person otherwise entitled to indemnification pursuant to the provisions of this Article or purchase insurance to provide such indemnification if such indemnification or purchase of insurance is an act of self-dealing as defined in Section 4941 (d) of the Internal Revenue Code or a taxable expenditure as defined in Section 4945(d) of the Internal Revenue Code. ARTICLE XI Amendment 11 .1 The Bylaws may be amended by an affirmative vote of a majority of the Trustees then serving. Notice of the proposed amendments to the Bylaws shall be given to the Trustees as if the meeting were a special meeting called pursuant to Section 9.2 above. 11.2 After having heard the discussion by the full Board at the meeting at which the Trustees are to vote on the amendments, the Trustees shall vote on the amendments at the regular or special meeting called for the purpose of amending the Bylaws. ARTICLE XII Dissolution Upon the de jure or de facto dissolution of the Corporation and after paying or making provision for the payment of all of the liabilities of the Corporation, the Board of Trustees shall dispose of all of the Corporation's remaining assets exclusively for the purpose of the Corporation in such manner or to such Page xxvMiller School of Albemarle Supplement to SUP Application organizations organized and operated exclusively for educational or charitable purposes as shall at the time qualify as an exempt organization or organizations under Section 501 (c)(3) of the Internal Revenue Code as the Board of Trustees upon majority vote shall determine. ARTICLE XIII Conflict of Interest 13.1 Conflict of Interest. Any Trustee, officer, key employee or committee member having an existing or potential Interest in a contract or other transaction presented to the members of the Board of Trustees or a committee thereof or to the Corporation's administration for deliberation, authorization, approval or ratification, or any such person who reasonably believes such an interest exists in other such person, shall make immediate and complete disclosure of the interest to the Board or committee or appropriate corporation officer prior to its acting on such contract or transaction. The interested party is required to disclose the nature and extent of his or her interest and any relevant and material facts, known to him or her, concerning the contract or transaction which might reasonably be construed to be adverse to the School's interest(s). 13.2 Board Determination. The interested party shall not have a vote on the contract or transaction in which a conflict of interest has been identified. The body to which such disclosure is made shall determine by majority vote whether the disclosure requires that the non-participation provision below must be observed. If so, such person shall not exert any influence on, or participate (other than to present factual information or to respond to questions) in the discussions or deliberations with respect to, such contract or transaction. The Board or other applicable body by majority vote of non-interested persons shall determine whether the interested party may be counted in determining the existence of a quorum at any meeting where the contract or transaction under discussion is being voted upon. The minutes of the meeting shall reflect the disclosure made, the vote thereon and, where applicable, the exclusion from voting and participation, and whether a quorum was present. 13.3 Board Policies. The Trustees, officers, key employees and other persons engaged in governing and managing this Corporation have a fiduciary responsibility to this Corporation. Therefore, the Board may adopt a conflict of interest policy requiring: 13.3.1 Periodic written statements from Trustees, officers and key employees that disclose any existing or potential conflict of interest; 13.3.2 Corrective and disciplinary action with respect to violations of such policies; and 13.3.3 For the purpose of this Article a person shall be deemed to have an "interest" in a contract of other transaction if he or she is the party or one of the parties contracting or dealing with the School, or if he or Page xxviMiller School of Albemarle Supplement to SUP Application she is a Trustee, officer or key employee or has a significant financial or other interest in the entity contracting or dealing with the School, or if he or she is otherwise reasonably likely to gain a significant financial or other personal benefit if the contract or transaction is approved. 13.4 Trustee Disclosure. Every Trustee shall: 13.4.1 Disclose any transaction with the School which would result in any benefit to himself/herself or his/her immediate family or any entity in which he/she holds a significant financial, ownership or other interest and refrain from participation in any action on such matter except upon approval of the Board after full and frank disclosure. 13.4.2 Disclose any business opportunity which is within the scope of the activities of the School and refrain from taking advantage of such opportunity except upon written approval of the President of the School and the Chair of the Board; provided, however, that if the disclosure is on behalf of either the President of the School or the Chair of the Board, then any action on such disclosure matter shall only be upon approval of the Board; and 13.4.3 Refrain from utilizing any inside information as to the business activities of the School for the benefit of himself/herself, his/her immediate family or any entity with which he/she has a significant financial or other interest. ARTICLE XIV Miscellaneous In the conduct of the Corporation's financial affairs, the Board of Trustees may designate such officers, assistant officers or persons as it deems proper to sign all checks, drafts, notes, or orders drawn on the Corporation's bank account, and, notwithstanding the other provisions of the Bylaws, any such designation shall, when so made by the Board, be deemed limitations or extensions of the authority of the named corporate officers as set forth in such designation. All gifts made to the Corporation shall be administered in accordance with the Corporation's approved gift policy. ADOPTION These bylaws were approved on February 24, 2010, by a majority of the Board of Trustees. Winn Price, Secretary Douglas E. Caton, Chair of the Board of Trustees Page xxviiMiller School of Albemarle Supplement to SUP Application AMENDED AND RESTATED EXHIBIT A TO THE BYLAWS OF THE MILLER SCHOOL OF ALBEMARLE, INC. Standing Committees Executive Committee The Executive Committee shall meet as needed when convened by the call of the Chair or the Vice Chair. The Executive Committee is charged with the responsibility of acting on behalf of the Board or the School in substantive or extraordinary matters, which, in the opinion of the Chair, are in need of prompt attention and for which it is neither reasonable nor practical to convene the entirety of the Board for a special or a regular meeting. The members of the Executive Committee shall be selected by the Board at its annual organizational meeting. A meeting of the Executive Committee may be convened by oral or written notice setting forth meeting purpose(s) and, if the members are to physically convene for the meeting, the time and place thereof. Participation may be electronic or telephonic means and need not be contemporaneous in order for an action to be taken. A quorum of Executive Committee members must be participating in order for action to be properly taken, and any Executive Committee action shall be ineffective unless approved by the unanimous vote of those participating. Notwithstanding the foregoing, the Executive Committee shall have no authority to (a) amend the Articles of Incorporation or the Bylaws, (b) dissolve the Corporation, (c ), appoint members to the board, (d) sell property, (e) incur any monetary obligations without a quorum of the Board of Trustees (note: in the rare instance when a timely quorum cannot be obtained, the executive committee has the authority to spend funds to resolve an emergency). Executive Committee action shall be deemed approved by the entire Board unless overruled by a three-quarters (3/4) vote of the Trustees then serving. Membership Structure: The Executive Committee shall consist of three or more members appointed by and serving at the pleasure of the Chair of the Board. The Chair of the Executive Committee is the Chair of the Board. The Head of School shall be a member ex officio of the Executive Committee. Agenda, Minutes and Reports. The Chair of the Committee, in collaboration with the staff designee, shall be responsible for establishing the agendas for meetings of the Committee. An agenda, together with relevant materials, shall be sent to the Committee members in advance of each meeting. Minutes for all meetings shall be prepared in draft form by the staff designee and reviewed by the Chair, and shall be approved by the Committee members at the following meeting. The minutes shall be distributed periodically to the full Board of Trustees. The Committee shall make regular reports to the Board of Trustees. Page xxviiiMiller School of Albemarle Supplement to SUP Application Staff Designee: The Director of Finance, and/or his/her designee, shall be staff to the Committee. The Executive Committee: Coordinates, with the board chair, the work of the board; Serves as a sounding board for the head; and acts in place of the board between board meetings: in the manner prescribed by the bylaws and as expressly delegated by the board; and reports any actions to the board in a timely fashion. As noted by the National Association of Independent Schools, the Executive Committee “Is not a super-board. It does not make policy.” Finance Committee The Finance Committee’s role is to ensure the security of the School’s assets and support and improve the financial practices of the School. Membership Structure: The Finance Committee shall consist of three or more members appointed by and serving at the pleasure of the Chair of the Board. The Chair of the Finance Committee shall be appointed by the Chair of the Board. The Chair of the Board and the Head of School shall be members ex officio of the Finance Committee. Members should have a basic knowledge of finance and accounting. Across the committee it is helpful to represent a diversity of experience in corporate finance, accounting, corporate law, capital markets, and organizational leadership. Agenda, Minutes and Reports. The Chair of the Committee, in collaboration with the staff designee, shall be responsible for establishing the agendas for meetings of the Committee. An agenda, together with relevant materials, shall be sent to the Committee members in advance of each meeting. Minutes for all meetings shall be prepared in draft form by the staff designee and reviewed by the Chair, and shall be approved by the Committee members at the following meeting. The minutes shall be distributed periodically to the full Board of Trustees. The Committee shall make regular reports to the Board of Trustees. Staff Designee: The Director of Finance, and/or his/her designee, shall be staff to the Committee. Security of School Assets: The primary responsibility of the Finance Committee is to ensure the security of the school’s assets. This includes: 1.Works with the auditor to establish the scope of the audit; 2.Reviews the recommendations for improving internal controls as noted in the auditor’s management letter; 3.Monitors the implementation of the recommendations of the management letter; 4.Provides an annual report to the Board including: i.Recommending approval of the annual audit to the board, ii.A review of improvements and changes recommended by the auditor in the previous year and the status of those improvements, iii.A review of new improvements and changes recommended by the auditor, Page xxixMiller School of Albemarle Supplement to SUP Application iv.A recommendation of continued use or a change in the independent auditor for board approval. Budgeting and Planning: Develops the long-range financial plan and yearly operational budget, including setting tuition levels for board approval; 1.Monitors the implementation of the budget, 2.Monitors and reports on adherence to Financial Aid Policies, and 3.Makes periodic reports to the board on the school’s financial status. Off-Budget Capital Expenditures: Plans, recommends for Board approval, and monitors all off-budget capital expenditures or Liabilities. 1.This includes all Expenditures or Liabilities that are not already approved in the annual budget or approved by the Executive Committee under its authority. 2.Liabilities includes all contracts that impose a liability or contingent liability on the school, including but not limited to contracts for services and vehicles leases. Liabilities includes all borrowing. Board Education: The Finance Committee educates the board on nonprofit financial reporting and trends affecting the school’s finances. Investment Management: The Finance Committee will manage the endowment of the School in accordance with the Board’s Investment Policy Statement. Governance Committee The Governance Committee’s role is to support and improve the governance practices of the Board through trustee recruitment, training and development, and supporting best practices. Membership Structure: The Governance Committee shall consist of three or more members appointed by and serving at the pleasure of the Chair of the Board. The Chair of the Governance Committee shall be appointed by the Chair of the Board. The Chair of the Board and the Head of School shall be members ex officio of the Governance Committee. Members should have a knowledge and experience with organizational leadership. Ideally, members have direct experience with private school leadership through volunteer or board service. Agenda, Minutes and Reports. The Chair of the Committee, in collaboration with the staff designee, shall be responsible for establishing the agendas for meetings of the Committee. An agenda, together with relevant materials, shall be sent to the Committee members in advance of each meeting. Minutes for all meetings shall be prepared in draft form by the staff designee and reviewed by the Chair, and shall be approved by the Committee members at the following meeting. The minutes shall be distributed periodically to the full Board of Trustees. The Committee shall make regular reports to the Board of Trustees. Page xxxMiller School of Albemarle Supplement to SUP Application Staff Designee: The Head of School, and/or his/her designee, shall be staff to the Committee. Trustee management: The Governance Committee coordinates the identification, cultivation, recruitment, and orientation of new trustees. 1.Re-nominates sitting trustees; 2.Nominates officers; 3.Facilitates board self-assessment; 4.Supports diversity on the board so that the board more accurately represents the community that it serves. Training and development: The Governance Committee identifies the board’s needs for education and training and designs vehicles to meet those needs. 1.Organizes the recognition of individual trustees; 2.The Governance Committee educates the board on nonprofit governance trends and best practices. Best Practices: The Governance Committee supports Board governance best practices including the following: 1.Monitoring compliance with Miller School By-Laws and recommending changes to practices or changes to Bylaws to bring them into compliance. 2.Monitoring compliance with other board policies including but not limited to committee policies, gift policy, conflict of interest policy, and investment policy. 3.Maintaining an organized file of all board and committee policies, readily and easily accessible to all trustees. 4.Maintaining an organized file of all board and committee minutes, readily and easily accessible to all trustees. Advancement Committee The Advancement Committee’s role is to support and improve the advancement of the school through marketing, admissions, fundraising, alumni relations, parent relations and public relations. Membership Structure: The Advancement Committee shall consist of three or more members appointed by and serving at the pleasure of the Chair of the Board. The Chair of the Advancement Committee shall be appointed by the Chair of the Board. The Chair of the Board and the Head of School shall be members ex officio of the Advancement Committee. Members should have experience in development and/or marketing endeavors, be able to be leadership donors and/or open doors for external support of the School. Agenda, Minutes and Reports. The Chair of the Committee, in collaboration with the staff designee, shall be responsible for establishing the agendas for meetings of the Committee. An agenda, together with Page xxxiMiller School of Albemarle Supplement to SUP Application relevant materials, shall be sent to the Committee members in advance of each meeting. Minutes for all meetings shall be prepared in draft form by the staff designee and reviewed by the Chair, and shall be approved by the Committee members at the following meeting. The minutes shall be distributed periodically to the full Board of Trustees. The Committee shall make regular reports to the Board of Trustees. Staff Designee: The Director of Admissions, Director of Advancement, Director of Marketing and Communications, and/or their designees, shall be staff to the Committee. Marketing and admissions: The Advancement Committee oversees and assists with marketing and admissions to ensure that both are focused on fulfilling the mission of the school. With the help of the Head of School and the Director of Admissions, clear enrollment targets and priorities are set and regularly monitored. Fund-raising: The Advancement Committee assures that the School has a clear set of fundraising objectives, goals and priorities. The Committee coordinates with the Head of School and Director of Advancement in its development efforts with key donors, ensuring that the board is well-represented to current and potential donors. During capital campaigns, the Advancement Committee will lead the board’s efforts in the capital campaign. The Committee will also review and monitor compliance with the schools Policy on Gifts. The Committee will develop with the Advancement staff an overall development program of both an annual and a capital nature and assure that programs are in place to effectively conduct such programs and to reach goals established for each. The Committee will educate individual members of the Board as to their responsibilities both as volunteers and as donors to Miller School’s various fundraising programs. Alumni relations: The Advancement Committee will oversee alumni relations efforts by the school and will coordinate representation by the board at appropriate alumni meetings and events. Parent relations: The Advancement Committee will coordinate representation by the board at appropriate parent meetings and events. Public relations: The Advancement Committee supports the Head of School and the Board Chair in public relations, especially in times of stress when a high quality coordinated effort is required. Board education: The Advancement Committee will assist the board in understanding the appropriate role of board members in representing the school to the broader community. This includes understanding the mission of the school and appropriate representation of board activities to the community. Voted on and accepted by the Board of Trustees on December 12, 2018 Page xxxiiMiller School of Albemarle Supplement to SUP Application AMENDED AND RESTATED ARTICLES OF INCORPORATION OF THE MILLER SCHOOL OF ALBEMARLE, INC. The undersigned hereby amends and restates the Articles of Incorporation, which were effective as of March 6, 1998, for The Miller School of Albemarle, Inc., a non-stock corporation, under the provisions of Chapter 10 of Title 13.1 of the Code of Virginia, and to that end sets forth the following: ARTICLE I NAME The name of the corporation is The Miller School of Albemarle, Inc. (the "Corporation"). ARTICLE II PURPOSE The Corporation is a nonprofit corporation which has been established exclusively for educational and charitable purposes, namely for the purpose of operating an accredited school in western Albemarle County, Virginia. Further, the Corporation shall receive tuition, fees, allowances, rents, monies, and other real or personal property, which is charged, realized, donated, given, allocated, conveyed, devised, or otherwise transferred, and (subject to the restrictions and limitations hereinafter set forth) shall use and apply the whole or any part of the income therefrom and the principal thereof, exclusively for religious, charitable, scientific, literary, or educational purposes either directly or by contributions to organizations that qualify as exempt organizations under Section 50l(c)(3) of the Internal Revenue Code of 1986, as amended, and relevant Treasury Regulations. No part of the assets or net earnings of the Corporation shall inure to the benefit of or be distributable to any member of the Board of Trustees, officer, or incorporator of the Corporation or any private individual except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set fmih in Article II hereof. No private individual shall be entitled to share in the distribution of any of the Corporate assets on dissolution of the Corporation. No substantial part of the activities of the Corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the Corporation shall not participate in or intervene in (including the publication or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these Articles of Incorporation, the Corporation shall not conduct or cany on any activities not permitted to be conducted or carried on by an Page xxxiiiMiller School of Albemarle Supplement to SUP Application organization exempt from federal income tax under Section 50l(c)(3) of the Internal Revenue Code or by any organization contributions to which are deductible under Section 170(c)(2) ofthe Code and relevant Treasury Regulations. ARTICLE III DISSOLUTION Upon the de jure or de facto dissolution of the Corporation and after paying or making provision for the payment of all of the liabilities of the Corporation, the Board of Trustees shall dispose of all of the Corporation's remaining assets exclusively for the purpose of the Corporation in such manner or to such organizations organized and operated exclusively for educational or charitable purposes as shall at the time qualify as an exempt organization or organizations under section 501 (c) (3) of the Internal Revenue Code as the Board of Trustees upon majority vote shall determine. ARTICLE IV BYLAWS The Board of Trustees have adopted Bylaws of the Corporation, and the Board of Trustees shall have the power to alter, amend or repeal the same or adopt new Bylaws. ARTICLE V MEMBERS The Corporation shall have no authority to issue stock and shall have no members. ARTICLE VI REGISTERED OFFICE AND REGISTERED AGENT The address of the registered office of the Corporation, which is located in Albemarle County, Virginia, is 1000 Samuel Miller Loop, Charlottesville, VA 22903. The current registered agent of the Corporation is Walter W. Price, III, whose business office is identical with the registered office and who is a resident of Virginia and an officer of the Corporation as provided in Virginia Code §13.1-833. ARTICLE VII BOARD OF TRUSTEES The affairs of the Corporation shall be managed by the Board of Trustees (“Trustees”) which functions as a board of directors for the Corporation. The members of the Board of Trustees ("Trustees") function as Page xxxivMiller School of Albemarle Supplement to SUP Application directors of the Corporation for purposes of the Virginia Nonstock Corporation Act. Members of the Board of Trustees need not be residents of the Commonwealth of Virginia. The number of Trustees shall be no more than twenty-three (23). The Trustees shall be elected by the entire Board in accordance with the Corporation's Bylaws. The terms of the Trustees may be staggered as provided in the Corporation's Bylaws. The Board may also elect ex officio Trustees in accordance with the Corporation's Bylaws. ARTICLE VIII LIMIT ON LIABILITY AND INDEMNIFICATION 8.1 Limit on Liability. In every instance in which the Virginia Nonstock Corporation Act, as it exists on the date hereof or may hereafter be amended, permits the limitation or elimination of liability of directors or officers of a corporation to the corporation, the Trustees and officers of the Corporation shall not be liable to the Corporation. 8.2 Mandatory Indemnification. The Corporation (the term “Corporation” as used in this Section 8.2 shall mean this Corporation only and no predecessor entity or other legal entity)shall indemnify any individual who is, was or is threatened to be made, a patty to a civil,criminal, administrative, investigative or other proceeding (including a proceeding by or in the right of the Corporation) because such individual is or was a Trustee or officer of the Corporation, or of any other legal entity controlled by the Corporation, against all liabilities and reasonable expenses incurred by him or her on account of the proceeding except such liabilities and expenses as are incurred because of his or her willful misconduct or knowing violation of the criminal law. Before any indemnification is paid, a determination shall be made that indemnification is permissible in the circumstances because the person seeking indemnification has met the standard of conduct set forth above. Such determination shall be made in the manner provided by Virginia law for determining that indemnification of a director is permissible;provided, however, that if a majority of the Trustees of the Corporation has changed after the date of the alleged conduct giving rise to a claim for indemnification, the determination that indemnification is permissible shall, at the option of the person claiming indemnification, be made by special legal counsel agreed upon by the Board of Trustees and such person. Unless a determination has been made that indemnification is not permissible, the Corporation shall make advances and reimbursement for expenses incurred by any of the persons named above upon receipt of an undertaking from him or her to repay the same if it is ultimately determined that such individual is not entitled to indemnification. The Corporation is authorized to contract in advance to indemnify any of the persons named above to the extent it is required to indemnify them pursuant to this Section 8.2. 8.3 Miscellaneous. (a) The rights of each person entitled to indemnification under this Article shall inure to the benefit of such person's heirs, executors, and administrators. Indemnification pursuant to this Article shall not be exclusive of any other right of indemnification to which any person may be entitled, including indemnification pursuant to a valid contract, indemnification by legal entities other than the Corporation, and indemnification under policies of insurance purchased and maintained by the Corporation or others. Page xxxvMiller School of Albemarle Supplement to SUP Application However, no person shall be entitled to indemnification by the Corporation to the extent he or she is indemnified by another, including an insurer. (b) Notwithstanding the foregoing provisions of this Article, during any period that the Corporation is classified as a private foundation under the Internal Revenue Code,the Corporation shall not indemnify any person otherwise entitled to indemnification pursuant to the provisions of this Article or purchase insurance to provide such indemnification if such indemnification or purchase of insurance is an act of self-dealing as defined in Section 4941 (d) of the Internal Revenue Code or a taxable expenditure as defined in Section 4945(d) of the Internal Revenue Code. ARTICLE IX NONDISCRIMINATION POLICY The Miller School of Albemarle, Inc. admits students of any race, gender, creed, ethnicity, or national origin to all the rights, privileges, programs, and activities generally accorded or made available to students at the School. It does not discriminate on the basis of race, gender, creed, ethnicity, or national origin in administration of its educational policies, admission policies, scholarship and loan programs, and athletic and other school-administered programs. ARTICLE X INTERNAL REVENUE CODE Each reference in these Articles of Incorporation to a Section of the Internal Revenue Code means such Section of the Internal Revenue Code of 1986, as amended, or the corresponding provisions of any subsequent federal tax law. Dated: February 24, 2010 Douglas E. Caton, Chair of the Board of Trustees Page xxxviMiller School of Albemarle Supplement to SUP Application ARTICLES OF RESTATEMENT OF THE MILLER SCHOOL OF ALBEMARLE, INC. The undersigned, on behalf of the nonstock corporation set forth below, pursuant to Title 13.1, Chapter 10, Article 10 of the Code of Virginia, states as follows: 1. The name of the corporation immediately prior to restatement is The Miller School of Albemarle, Inc. 2. The restatement contains amendments to the articles of incorporation. 3. The text of the amended and restated articles of incorporation is attached hereto. 4. The restatement was adopted by the corporation on February 24, 2010. 5. The restatement was adopted at a meeting of the board of directors (the "Board of Trustees”) by a vote of at least two-thirds of the directors (the “Trustees”) in office. Member approval of the restatement was not required because the corporation has no members. Executed in the name of the corporation by: Douglas E. Caton, Chair of the Board of Trustees Date Corporation's SCC ID No. 0499432-3 Page xxxviiMiller School of Albemarle Supplement to SUP Application Copy of Conservation Easement Miller School Baseline Documentation Report Grantor: NewCo, LLC Grantee: Land Trust of Virginia Property: 637.3 acres in Charlottesville, Virginia Narrative, photography, and mapping compiled by the Land Trust of Virginia Baseline Documentation Report For the Deed of Gift of Conservation Easement donated to the Land Trust of Virginia Miller School Samuel Miller Loop, Charlottesville, Albemarle County, Virginia Table of Contents Property Summary 1 Scenic and Natural Features 2 Man-made Features 3 Conservation Values 4 Restrictions Protecting Conservation Values 8 Appendices: Appendix A: USGS Map Appendix B: Deed of Gift of Conservation Easement Appendix C: Legal Description and Survey Appendix D: Aerial Photographic Map Appendix E: Property Features Maps Appendix F: Map of Surrounding Protected Land Appendix G: Photo Location Map Appendix H: Scenic Photographs with Descriptions, Structure Photographs, Structure Location Maps, and Structure Measurements Appendix I: Building Envelope Plat 1 Property Summary Site: Miller School of Albemarle Address: 1000 Samuel Miller Loop, Charlottesville, Virginia 22903 Grantor: NewCo, LLC Grantee: Land Trust of Virginia Acreage: 637.3 acres County PINs: 07200-00-00-03200 (portion) 08600-00-00-02000 Directions: From the Land Trust of Virginia office in Middleburg, go 1.6 miles west on Rt. 50. Turn left on Zulla Road and go 9.7 miles. Turn left on Rt. 17/15/29, and go 85.8 miles (past Culpeper, follow 29, not 15). Take Rt. 64 west for 3.7 miles. Take exit 114, and go 6.2 miles (west) on Dick Woods Road. Turn left on Miller School Road, and entrance to property will be immediately on left. 2 Scenic and Natural Features General Description: The property is situated in Albemarle County, Virginia, 11.5 miles west-southwest of Charlottesville, Virginia. It consists of approximately 125 acres of open fields, and 510 acres of woods. The property is visible from three public roads for a total of 2.8 miles. The road frontage provides views of several open fields, forested areas, and rolling topography. Forest Cover: The property has approximately 510 acres of forest cover. The forest cover on the property (i) acts as a forested riparian buffer to help protect water quality for on-site drainage features and wetlands, (ii) provides cover for wildlife, (iii) contributes to the property’s scenic values and (iv) is a resource for forestry uses. Water: Miller Branch, which is a USGS perennial stream, flows through the property for 1.25 miles. There are also two instances of National Wetlands Inventory (NWI) wetlands that will be protected by the easement that are classified as Freshwater Ponds. One of these is the “Lake”, which is approximately 11.61 acres. The other is a 0.43-acre pond shown in photo 9 (in Appendix H). There is also an instance of Freshwater Forested/Shrub Wetland that is 1.22 acres, located just to the southeast of the Lake. The property is in the Mechums, Rivanna, and James River watersheds, all of which are state-designated scenic rivers. The property is also in the Chesapeake Bay watershed. Soils: The Property contains approximately 435 acres of soils defined by the United States Department of Agriculture – Natural Resources Conservation Service as being well-suited for agricultural purposes. Currently, some of the property’s open fields are being used for growing hay. Protection of the open space and agricultural resources afforded by the conservation easement over this property will maintain this land for its current use as well as many others. 3 Man-made Features Roads: The property has over 2.8 miles of road frontage, and is highly visible to passersby. There are 5,110 feet of road frontage on Route 689 (Pounding Creek Road), 4,130 feet of road frontage on Route 637 (Dick Woods Road), and 5,575 feet of road frontage on Route 635 (Miller School Road). Buildings: There are forty-three buildings on the property, totaling 103,916 ft2 of aggregate existing structural footprint. There are thirteen residences, one dorm, three educational buildings, one barn, twelve sheds/storage buildings, seven buildings associated with the baseball field, and six other miscellaneous buildings. See Appendix H for photos and measurements of all the buildings on the property. Surrounding Community: The property is situated 11.5 miles west-southwest of Charlottesville. It is in the vicinity of numerous other properties that are under permanent conservation easement and is adjacent to one property under conservation easement with the Virginia Outdoors Foundation. See Appendix F for map of Surrounding Protected Land. A conservation easement over the NewCo, LLC Property increases the proportion of locally conserved land for the additional benefit of the general public. 4 Conservation Values of the Property The property has the following significant conservation values: 1) Scenic Open Space Scenic Open Space is one of the property’s most significant conservation values. The property has approximately 5,110 feet of road frontage and scenic open space on the west side of State Route 689 (Pounding Creek Road). The property has approximately 4,130 feet of road frontage and scenic open space on the south side of State Route 637 (Dick Woods Road). The property has approximately 2,755 feet of road frontage and scenic open space on the east side of State Route 635 (Miller School Road). The property also has approximately 2,820 feet of road frontage and scenic open space on both sides of State Route 635 (Miller School Road) as it runs through the property. All of this road frontage totals approximately 2.8 miles. These scenic open space values are documented with the ground photography in Appendix H of this Baseline Documentation Report, specifically with photographs 15, 16, 18 to 25, 35, 38, 39, and 44 to 51. Preservation of the property’s open space is also a conservation purpose that satisfies the conservation purpose test vis-à-vis compliance with Treasury Regulations, specifically Subchapter A, Section 1.170A-14(d). Preservation of the property’s open space will yield “significant and substantial public benefit” (Public Benefit) and is both (A) pursuant to a clearly delineated Federal, state or local governmental conservation policy and (B) for the scenic enjoyment of the general public. Public Benefit Preservation of the property’s open space values with this conservation easement provides significant and substantial public benefit in the following ways: (i) the public has substantial opportunity to view the property, given the visibility from State Routes 689, 637, and 635, (ii) development of the property would degrade the scenic and natural character of the area, which is predominately used for agricultural and/or forestal purposes (iii) the open space use is consistent with public conservation programs mentioned in part (A) below, (iv) the open space use is consistent with private conservation programs, such as the numerous other land trust programs operating in the Piedmont, several of which hold similar easements in the area and (v) preservation of the property’s open space helps counteract the intense land development pressure in the area, which is well known and cited in the qualified conservation easement appraisal. A) Pursuant to Governmental Conservation Policies State Conservation Policies: Preservation of the property’s open space values is consistent with and furthers clearly delineated policies of the Commonwealth of Virginia, examples of which are listed below.  Section 1 of Article XI of the Constitution of Virginia states that it is the Commonwealth’s policy to protect its atmosphere, lands and waters from 5 pollution, impairment, or destruction, for the benefit, enjoyment, and general welfare of the people of the Commonwealth.”  The Code of Virginia (Title 10.1 Conservation, §10.1-1800 et seq.) declares it to be the public policy of the Commonwealth to “promote the preservation of open-space lands and to encourage private gifts of money, securities, land or other property to preserve the natural, scenic, historic, scientific, open-space and recreational areas of the Commonwealth.”  The Code of Virginia (Title 10.1 Conservation, §10.1-400 et seq.) designates Goose Creek, a public water supply, as a scenic river under the Scenic Rivers Act, which provides for the administration of the scenic river “to preserve and protect its natural beauty and to assure its use and enjoyment for its scenic, recreational, geologic, fish and wildlife, historic, cultural or other assets and to encourage the continuance of existing agricultural, horticultural, forestry and open space land and water uses.” Local Conservation Policies: Preservation of the property’s open space values is consistent with and furthers clearly delineated policies of Albemarle County, by implementing the goals, objectives, and strategies of the Albemarle County Comprehensive Plan: i) to “protect and enhance scenic resources for residents and tourists” by continuing to “promote voluntary measures to protect scenic resources,” which “include: [conservation] easements,” “which are intended to preserve open space” (at 5.13); ii) to “[s]upport a strong agricultural and forestal economy” by continuing “to promote use of ... conservation easements ... to help preserve agricultural and forestal soils and to increase the acreage of productive soils for agriculture and forestry” (at 7.9 - 7.10); iii) to “[p]rotect and preserve natural resources, which include mountains, hills, valleys, rivers, streams, groundwater, and retain continuous and unfragmented land for agriculture, forestry, biodiversity, and natural resource protection,” and to “[p]rovide information to property owners in the Rural Area on alternatives to subdividing their land, including donating conservation easements and use value taxation” (at 7.16, 7.18); iv) to “[p]rotect and preserve natural resources, which include mountains, hills, valleys, rivers, streams, groundwater, and retain continuous and unfragmented land for agriculture, forestry, biodiversity, and natural resource protection” by continuing “to promote conservation easements to provide a financially attractive way for landowners to protect family farms in Albemarle County and their unique open space resources" (at 7.16, 7.20); v) to “[p]rotect and preserve natural resources, which include mountains, hills, valleys, rivers, streams, groundwater, and retain continuous and 6 unfragmented land for agriculture, forestry, biodiversity, and natural resource protection” by encouraging “connectivity of conservation land wherever feasible.” “When subdivision occurs in the form of a Rural Preservation Development, opportunities may exist to locate the preservation tract adjacent to other conservation easements, thereby making larger blocks of connected land. When setting priorities among conservation projects, the County should place particular value on sites adjacent to other protected land” (at 7.16, 7.27); vi) to “[p]rovide information to citizens so they are well-informed and understand the cultural, economic, and ecological aspects of the Rural Area” and to “[i]nform existing property owners, realtors, and prospective property owners in the Rural Area that the Rural Area is not intended for residential development. Instead, emphasis is placed on stewardship of the land, retaining agricultural and forestal activities, protecting natural resources and maintaining unfragmented land to protect biodiversity” and as such, “[s]taff should promote conservation easements" (at 7.34 - 7.35); and vii) to [c]omplete the greenway trail system and provide access to blueways” and “[continue] to demonstrate the benefits and values of greenways to individual landowners whose land, or parts thereof, could be made a part of the greenway system through donation of the land or an easement.” “Landowners can provide greenway land through a variety of voluntary methods. The most common way is a conservation easement” (at 11.12, 11.20). B) Scenic Enjoyment of the General Public (i) the property’s use is and will remain consistent with other land use in the vicinity (see Conservation Values # 2 and # 3 below). (ii) the open and mostly undeveloped nature of the property with its rolling forested topography and pastoral farm fields, provides and will provide a visual scene with contrast and variety. (iii) these same open fields and rolling forested topography provide and will provide the visual scene with a harmonious variety of shapes and textures. 2) Adjacency to Existing Conserved Land The property adjoins a property under permanent conservation easement with the Virginia Outdoors Foundation. The property is also in the vicinity of numerous other properties that are protected by conservation easements. A conservation easement over the NewCo, LLC Property increases the proportion of locally conserved land for the additional benefit of the general public and furthers local, state and federal goals for land conservation. The agricultural uses of the farm are also consistent with the agricultural uses on many other properties in the vicinity. 7 3) Agricultural Use The farm is designated by Albemarle County as “Agricultural” for the purposes of use value assessment and taxation. Since the farm is in County-defined agricultural use, the protection of this use potential qualifies as an important conservation purpose for “Agricultural Use” in section A(1)(a)(1) of the Conservation Value Review Criteria of the VLCF. The farm’s soils are well-suited for a variety of agricultural uses since approximately 435 acres of the property soils are defined as Prime Farmland or Farmland of Statewide Importance. Protection of agriculturally significant land (soils), which is designated as such by Albemarle County, qualifies as an important conservation purpose for “Agricultural Use” in section A(1)(a)(3) of the Conservation Value Review Criteria of the VLCF. Protection of the property’s significant agricultural resources (soils and open space) afforded by the conservation easement over this property will maintain this land for its current, as well as numerous potential future agricultural uses. 4) Forestal The property has approximately 510 acres of forest cover. Most of the forest cover is eastern hardwood forest. This forested land provides significant conservation values, as it (i) acts as a forested riparian buffer to help protect water quality for on-site drainage features and wetlands, (ii) provides cover for wildlife, (iii) contributes to the property’s scenic values, and (iv) is a resource for forestry uses. 5) Water Resources The property has 1.25 miles of Miller Branch, which is a USGS perennial stream. The property has three instances of National Wetlands Inventory (NWI) wetlands that will be protected by this easement. Two areas are classified as Freshwater Pond, one of which is 0.43 acres, and the other is 11.61 acres (also known as the “Lake”). The third area is 1.22 acres classified as Freshwater Forested/Shrub Wetland, and is located adjacent (to the southeast) of the Lake. The property is in the Mechums, Rivanna, and James River watersheds, all of which are state-designated scenic rivers. The property is also in the Chesapeake Bay watershed. 8 Easement Restrictions Designed to Protect Conservation Values Following are terms and conditions of the conservation easement specifically designed to protect the Property’s conservation values and ensure that the public interest is served. A full copy of the conservation easement is provided in Appendix B. RESTRICTIONS ON DIVISION AND DEVELOPMENT. The following restrictions have been designed by the Land Trust of Virginia, the Grantor and the Grantor’s representatives with conservation value protections in mind. The purpose of these restrictions are to limit the potential future development of the property and limit the visual impact on the general public of allowed buildings so as to protect the conservation values listed in the deed, such as open space values, natural resource values etc. The main restrictions to help protect these values are as follows: 2.1. NO SUBDIVISION. Separate conveyance of a portion of the Property or division or subdivision of the Property is prohibited. The Property may not be sold or conveyed except in its entirety. The acquisition of a de minimis portion of the Property adjacent to Miller School Road (State Route 635), Pounding Creek Road (State Route 689), or Dick Woods Road (State Route 637) for minor road improvements (not including the addition of new travel lanes) shall not be considered a division or subdivision of the Property. 2.3 BUILDINGS AND STRUCTURES OUTSIDE OF THE CAMPUS AREA BUILDING ENVELOPE. The following restrictions apply to Buildings and Structures outside of the Campus Area Building Envelope. 2.3.1 Permitted Buildings and Structures: No Buildings or Structures, whether permanent or temporary, shall be built or maintained on the part of the Property outside of the Campus Area Building Envelope other than as follows: 2.3.1.1 Dwellings: Eight Dwellings, of which four exist on the date of the Easement on the part of the Property outside the Campus Area Building Envelope. Such Dwellings shall not exceed 1,500 square feet in Ground Area per Dwelling without Grantee’s Prior Written Approval. Any new Dwellings constructed outside the Campus Area Building Envelope must be located within the Dwelling Envelope. Prior to construction of any new Dwelling, Grantor shall provide to Grantee a surveyor’s certification that the new Dwelling is located within the Dwelling Envelope. The height of any Dwelling shall not be more than thirty-five (35) feet, as measured from final grade to the ridge of the roof of the Building, without Grantee’s Prior Written Approval. 2.3.1.2 Accessory Buildings: Accessory Buildings may be built in the Dwelling Envelope, and in the vicinity of Dwellings that exist on the date of this Easement that are located outside of the Dwelling Envelope. 2.3.1.3 Farm Buildings: Farm Buildings may be built on the Property, but shall not be constructed outside of the designated Farm Building Envelopes, as shown on the attached Plat, unless Prior Written Approval is obtained from the Grantee. 9 Notwithstanding the foregoing, Buildings used for Agricultural activities related to the educational purposes of the Miller School of Albemarle may be constructed outside of the Farm Building Envelopes, provided such construction conforms with all other provisions of this Easement. 2.3.1.4 Educational Buildings and Structures: Educational Buildings and Structures are permitted, provided that no such Educational Building or Structure may be constructed within the viewshed of a public right-of-way, and no Educational Building or Structure exceeding 10,000 square of Ground Area may be constructed outside the Campus Area Building Envelope without Grantee’s Prior Written Approval. 2.3.1.5 Equestrian Facilities: Equestrian Facilities are permitted, provided that such Equestrian Facilities shall not be constructed within 500 feet of the centerline of State Routes 635, 637, or 689. Further, clearing and siting of any indoor riding ring shall be executed such that the indoor riding ring will not be visible from the public right of way with foliage present, and shall not exceed 30,000 square feet of Ground Area without Grantee’s Prior Written Approval of the location. So long as the primary purpose of an Equestrian Facility is educational, nothing herein shall prohibit the use of part of any Equestrian Facility for residential purposes. 2.3.1.6 Lake House and Lake Structures: Lake Structures are permitted, provided that only one (1) Lake House shall be built or maintained on the Property, said Lake House shall not exceed 10,000 square feet of Ground Area, and said Lake House shall not be visible from a public right-of-way without Prior Written Approval of Grantee. 2.3.1.7 Gate Houses and Gate House Structures: No more than two (2) Gate Houses may be constructed or maintained on the Property, and neither such Gate House shall exceed 750 square feet in Ground Area without Grantee’s Prior Written Approval. Gate House Structures associated with the use of permitted Gate Houses are also permitted. The permitted Gate Houses and associated Gate House Structures may be placed anywhere on the Property. So long as the primary purpose of a Gate House is to greet visitors, secure the premises, or is otherwise associated with The Miller School of Albemarle, nothing herein shall prohibit the use of part of any Gate House for residential purposes. 2.3.1.8 Wayside Stands: Grantor reserves the right to construct and maintain temporary Wayside Stands, provided no such Wayside Stand shall exceed 2,000 square feet in Ground Area without Grantee’s Prior Written Approval. 2.3.1.9 Existing Buildings and Structures: Buildings and Structures that exist at the time of this Easement’s recordation are permitted and may be maintained, rebuilt, or replaced. Any such existing Building or Structure that is rebuilt or replaced shall be rebuilt or replaced in the same location. Relocation of any existing Building or Structure requires the Grantee’s Prior Written Approval. 2.3.1.10 Temporary Buildings: Temporary Buildings are permitted. 10 2.3.1.11 Cemetery: A cemetery, which exists on the Property at the time of the recordation of this Easement, is permitted, along with Buildings and Structures typically associated with a cemetery. Grantor may use the cemetery for the interment of members of the Samuel Miller family, educators and staff members, once employed by The Miller School of Albemarle, and alumni and benefactors of The Miller School of Albemarle. 2.3.1.12 Utilities: Utilities designed to serve permitted Buildings and Structures are permitted. 2.3.1.13 Other Structures: Other Structures associated with the permitted activities under this Easement may be built or maintained. 2.3.2 Additional Restrictions: The following additional restrictions apply to all Buildings and Structures on the part of the Property outside of the Campus Area Building Envelope. 2.3.2.1 Building Envelopes: Unless otherwise noted herein, all new Buildings and Structures constructed on the part of the Property outside of the Campus Area Building Envelope, relocated, or replaced, and any portion thereof, must be located within the areas marked on the attached Plat as the “Building Envelopes” unless Prior Written Approval shall have been obtained from the Grantee. Prior to construction of any new Buildings or Structures, Grantor shall survey the area to ensure said building or structure is located within said Building Envelope. A copy of each survey shall be provided to Grantee. 2.3.2.2 Prior Notice: Grantor must give Grantee written notice, pursuant to Section 5.6, before beginning construction, replacement, relocation, or enlargement of any Building on the part of the Property outside of the Campus Area Building Envelope. 2.3.2.3 Exemptions: The Restrictions listed in Section 2.3.1 and its subparts shall not prohibit construction on the Property of fencing, stone walls, permitted signs, mailboxes, gate posts, culverts, bridges, wildlife observation structures, boardwalks, piers, docks, floats, buoys, dam structures, dry hydrants, mechanical systems required to maintain the Lake, gates, barricades, lighting posts, posts installed for security devices, traffic control structures, security structures, feeding and watering troughs, or small run-in sheds for horses or other animals that are consistent with generally accepted Agricultural, animal husbandry, or equine practices, all of which are expressly allowed without restriction subject to any additional Restrictions and Terms and Conditions; provided, no more than eight (8) run-in sheds, each of which shall not be larger than 288 square feet in size, may be constructed anywhere on the Property except that no such run- in sheds shall be constructed within 200 feet of the centerlines of State Routes 635, 689, and 637. 2.3.2.4 Building and Structure Height: The height of any Building shall not be more than thirty-five (35) feet, as measured from final grade to the ridge of the roof of the Building, and the height of any Structure shall not be more than thirty-five (35) feet, as measured from final grade to the highest point of the Structure unless Prior Written 11 Approval shall have been obtained from Grantee. Notwithstanding the height limitations above, Equestrian Facilities may be constructed with a maximum height of 60 feet, and Communications Structures may be constructed with a maximum height of 100 feet, and these height limitations for Equestrian Facilities and Communications Structures shall not be exceeded without Prior Written Approval of Grantee. 2.3.2.5 Lighting: Exterior lighting for security purposes is permitted, including, without limitation, lighting comporting with law enforcement recommendations for Roads, Buildings, parking lots, trails, entrances, Structures, and other areas as reasonably desired for security or safety purposes. Exterior lighting associated with recreational activities is also permitted, such as illumination of sports fields and scoreboard lighting. Except as otherwise recommended by local law enforcement, all other exterior lighting shall be limited to fully horizontally-shielded lighting fixtures, and the light element (lamp or globe) of such fixtures shall not extend below the cut off shield. Non- conforming lighting existing at the time of the recordation is permitted, but if upgraded or replaced shall conform with this requirement. 2.3.2.6 Aggregate Ground Area: The aggregate Ground Area of all Buildings, Structures, and Energy Structures on the part of the Property outside of the Campus Area Building Envelope shall not exceed 150,000 square feet without Grantee’s Prior Written Approval. For purposes of calculating aggregate Ground Area, all Buildings, Structures, and Energy Structures, including those existing at the time of easement donation and those added after that time, shall be included. To the extent that Energy Structures are incorporated on, under, or within permitted Buildings or Structures, the Ground Area of such Energy Structures shall not count against the Aggregate Ground Area limitation set forth in this Subsection. Aggregate Ground Area shall not include Roads, trails, outdoor parking areas, recreational fields or any surface treatment designed to pass water. 2.4 BUILDINGS AND STRUCTURES WITHIN THE CAMPUS AREA BUILDING ENVELOPE. Buildings and Structures within the Campus Area Building Envelope are not subject to the Restrictions herein, except for the following: 2.4.1 Aggregate Ground Area: The aggregate Ground Area of all Buildings, Structures, and Energy Structures on the part of the Property within the Campus Area Building Envelope shall not exceed 300,000 square feet without Grantee’s Prior Written Approval. For purposes of calculating aggregate Ground Area, all Buildings, Structures, and Energy Structures, including those existing at the time of easement donation and those added after that time, shall be included. To the extent that Energy Structures are incorporated on, under, or within permitted Buildings or Structures, the Ground Area of such Energy Structures shall not count against the Aggregate Ground Area limitation set forth in this Subsection. Aggregate Ground Area shall not include Roads, trails, outdoor parking areas, recreational fields or any surface treatment designed to pass water. 2.4.2 Building and Structure Height: With the exception of existing Buildings and Structures, the height of any Building shall not be more than sixty (60) feet, as measured from final grade to the ridge of the roof of the Building, and the height of any Structure shall not be more than sixty (60) feet, as measured from final grade to the highest point of the Structure, 12 unless Prior Written Approval shall have been obtained from Grantee. Notwithstanding the height limitations above, Communications Structures may be constructed with a maximum height of 100 feet, this height limitation for Communications Structures shall not be exceeded without Prior Written Approval of Grantee. 2.4.3 Other Applicable Restrictions: The Buildings and Structures permitted by this Section 2.4 shall remain subject to the restrictions on Buildings and Structures set forth in Sections 2.10 and 2.15. RESTRICTIONS PROTECTING WATER RESOURCE VALUES. The following restrictions have been designed by the Land Trust of Virginia, the Grantor and the Grantor’s representatives with conservation value protections in mind. The purpose of these restrictions is to maintain and enhance the water quality values on the property, now and in the future, for the benefit of the general public and the environment, local or otherwise. The restrictions specific to water resources are as follows: 2.10 RIPARIAN BUFFER/WETLANDS. 2.10.1 Buffer Required: A vegetated Buffer Strip is required for any Covered Waters and for any Wetland that fronts on, or is contained on, the Property, as shown on the Plat. For such Covered Waters and Wetlands that exist within or adjacent to forested areas of the Property, a Buffer Strip shall be defined as an area that is within 100 feet from the top of the bank of any Covered Waters, or within 100 feet from the edge of any Wetlands. To protect water quality, such forested Buffer Strips shall be maintained in forest or be permitted to revegetate naturally, and there shall be no damaging or filling within said Buffer Strips, except as set forth below in Section 2.10.2. For Covered Waters and Wetlands that do not exist within or adjacent to forested areas of the Property, a Buffer Strip shall be defined as an area that is within 100 feet from the top of the bank of any Covered Waters, or within 100 feet from the edge of any Wetland. To protect water quality, such non-forested Buffer Strips shall be permitted to revegetate naturally, and shall not be plowed, cultivated, dredged, or filled, and no other earth disturbing activity shall be permitted within such Buffer Strip, except as set forth below in 2.10.2. Notwithstanding the foregoing, Buffer Strips protecting Covered Waters and Wetlands in either forested or non- forested sections of the Property shall be extended to 150 feet in width in sections of the Property that have slopes of 10% to 25%, and shall be extended to 200 feet in width in sections of the Property that have slopes of greater than 25%. Nothing contained herein shall prohibit or prevent the Grantor from undertaking efforts to restore or create additional Wetlands upon the Property. 2.10.2 Buffer Restrictions: Within the required Buffer Strips on the Property, there shall be no construction of Buildings, Structures, Roads, Utilities, or other impervious surfaces, no storage of compost, manure, fertilizers, chemicals, machinery or equipment, and no cultivation, dumping, filling, plowing, or other earth disturbing activity, except as may be reasonably necessary for (a) Wetland or stream bank restoration and erosion control pursuant to any required government permit, (b) fencing along or within the Buffer Strip, (c) removal of individual trees presenting a danger to persons or property, (d) removal of diseased, dead, non- native trees, shrubs or plants, or invasive trees, shrubs or plants (as defined in the Virginia 13 Department of Conservation and Recreation’s publication: “Invasive Alien Plant Species of Virginia” or other independent and authoritative source), (e) installation and maintenance of permitted Utilities, and (f) construction and maintenance of stream crossings for permitted Roads or trails, which crossings do not obstruct water flow. 2.10.3 Required Vegetation: Buffer Strips shall be composed of vegetative cover that includes, but is not limited to, forest, shrubs, or warm-season grasses. Lawns or grazed pastures shall not constitute vegetative cover for the purposes of satisfying this requirement. The Buffer Strip shall not be mowed. 2.10.4 Livestock Prohibited: Livestock are prohibited from grazing in, and shall be fenced out of required Buffer Strips. Any fencing so required shall be established within a period of no more than two years from the date the Easement is recorded, and shall thereafter be maintained. 2.10.5 Exemptions: The prohibitions in 2.10.1 through 2.10.4 above shall not preclude the repair or replacement of any Building or Structures existing as of the date of this Easement or the construction or maintenance of reasonably sized fencing, stone walls, mailboxes, gate posts, permitted signs, feeding and watering troughs, structures for crossing streams or Wetlands, wildlife observation structures, trails, boardwalks, piers, docks, floats, buoys, dam structures, dry hydrants, and mechanical systems required to maintain the Lake, provided said activities are not inconsistent with, and do not adversely affect, conflict with, diminish, impair, or interfere with the Conservation Purposes or Conservation Values. RESTRICTIONS PROTECTING FOREST VALUES. The following restrictions have been designed by the Land Trust of Virginia, the Grantor and the Grantor’s representatives with conservation value protections in mind. The purpose of these restrictions is to prevent poor management of forest resources, which could impair the forest resource conservation values, which are listed for protection in the deed of conservation easement. The restrictions specific to forest management are as follows: 2.11 MANAGEMENT OF FOREST. 2.11.1 Stewardship Plan Requirement: Grantor shall have in place a current, written Virginia Forest Stewardship Plan or similar document prior to the commencement of timber harvesting or other significant forest management activities. The forest stewardship plan shall include a provision that all forest management and harvesting activities be developed by, or in consultation with, the Virginia Department of Forestry, or be consistent with Virginia’s Forestry Best Management Practices for Water Quality Guide or similar document. The primary purposes of the forest stewardship plan may include, but need not be limited to, maintenance of the health and biological diversity of the forest; management of woodlands to improve wildlife habitat; forest stand management to maintain the health of the forest; management of timber for income; soil and water conservation; and preservation of historical and cultural resource. 2.11.2 Forest Management – Commercial: Clear-cutting is prohibited unless appropriate under best management practices and with Grantee’s Prior Written Approval. Best 14 management practices, as defined by the Virginia Department of Forestry, shall be used to control erosion and protect water quality when any forest management, timber harvesting, or land clearing activity is undertaken for commercial purposes. The Grantor shall notify the Grantee, in writing, no later than thirty (30) days prior to the start of any such activity for commercial purposes, and again within seven (7) days of its completion. All forestry activities shall comply with the aforementioned forest stewardship plan and shall be carried out so as to preserve the Conservation Values of the property. The term “commercial purposes’ and the provisions of Section 2.11.1 shall not be construed so as to prohibit the harvest of forest products for personal or educational use by Grantor or The Miller School of Albemarle on the Property, such as lumber, firewood, and raw material for small-scale home industry or educational purposes, nor the incidental sale of forest products harvested in the exercise of Grantor’s noncommercial cutting rights. 2.11.3 Forest Management – Non-Commercial: Grantor reserves the right to manage forested land by selective cutting, pruning, and planting for noncommercial purposes, which may include forest management: for the creation of trails and recreational areas; for safety of users of the Property; for control of active fire, and prevention of fire and disease; for prevention or removal of invasive species (as defined in the Virginia Department of Conservation and Recreation’s publication “Invasive Alien Plant Species of Virginia,” or other independent and authoritative source); for restoration or enhancement of wildlife habitat and riparian areas (as to riparian areas, subject to the Restrictions applicable to Buffer Strips in Section 2.10); for household gardening and landscaping; or for the general maintenance of the high scenic character and healthy wildlife habitat of the Property. Grantor may create appropriate construction clearings in association with the construction of permitted Buildings and Structures listed in Sections 2.3 and 2.4 of this Article II.. Said construction clearings shall not be larger than 100 feet beyond the footprint of any permitted Building or Structure without Prior Written Approval from Grantee. Other than permitted construction clearings, no more than three other new openings or clearings in the forest, which shall not be greater than 1,000 square feet, are permitted for noncommercial purposes without the Grantee’s Prior Written Approval, with such clearings permitted as necessary to safeguard the health of forested acreage, to prevent or mitigate greater harm to the Conservation Values of the Property, or to enhance wildlife habitat. RESTRICTIONS REGARDING AGRICULTURAL USE. The following restrictions have been designed by the Land Trust of Virginia, the Grantor and the Grantor’s representatives with conservation value protections in mind. The purpose of these restrictions is to prevent any agricultural uses on the property that would diminish or impair conservation values listed in the deed, such as scenic open space values, natural resource values, historic landscape values, etc.: 2.12 LANDS IN AGRICULTURAL USE. As long as the Property is used for Agricultural purposes, it shall have, and shall be managed in accord with, a written Farm Conservation Plan or similar document, which shall be prepared for the Property by, or in consultation with, the Thomas Jefferson Soil and Water Conservation District or Natural Resources Conservation Service representative, or a successor entity to either of the two foregoing organizations, within six (6) months of the date hereof. The Farm Conservation Plan shall stipulate the use of best management practices for water quality protection, be approved in advance by the Grantee, and may, from time to time, be modified or amended by mutual 15 agreement of the Grantor and Grantee, provided that said Farm Conservation Plan (or any modification of amendment thereof) shall not be inconsistent with, adversely affect, conflict with, diminish, impair, or interfere with the Conservation Purposes or Conservation Values protected by this Easement. RESTRICTIONS ON TRASH AND REFUSE. The following restrictions have been designed by the Land Trust of Virginia, the Grantor and the Grantor’s representatives with conservation value protections in mind. The purpose of these restrictions is to prevent materials being stored on the property in any manner that would impair the conservation values listed, such as scenic open space values, natural resource values, etc. The restrictions specific to this are as follows: 2.13 TRASH. Accumulation or dumping of trash, refuse, junk, or toxic materials is not permitted on the Property. This Restriction shall not prevent: (i) the routine and customary short-term accumulation of trash incidental to educational and residential uses; (ii) generally accepted Agricultural or wildlife management practices such as creation of brush piles, composting, or the storage of farm machinery, organic matter, Agricultural products or Agricultural byproducts incidental to operation of the farm on the Property; nor (iii) the use of other such practices that are not inconsistent with, and do not adversely affect, conflict with, diminish, impair or interfere with the Conservation Values. RESTRICTIONS ON SIGNAGE. The following restrictions have been designed by the Land Trust of Virginia, the Grantor and the Grantor’s representatives with conservation value protections in mind. The purpose of these restrictions is to prevent any signs from being constructed or displayed in such a way that would have a negative impact on the property’s conservation values, such as scenic open space values and historic values. The restrictions specific to signage are as follows: 2.14 SIGNS. No billboards, signs, or other advertisements that are visible from outside the Property are permitted on or over the Property except: (i) for educational uses related to the Miller School of Albemarle, (ii) to provide information related to safety or security of users of the Property, (iii) to state the name and/or address of the owners, including the property name, (iv) to advertise the sale or lease of the Property, or any portion thereof, (v) to advertise the sale of goods or services produced incidentally to a permitted use of the Property, (vi) to advertise the conduct of permitted activities, (vii) to provide notice necessary for the protection of the Property, including man-made features on the Property, (viii) to give directions to visitors or any user of the Property, (ix) for scoreboards proximate to fields of competition, (x) to recognize historic status or participation in a conservation program, or (xi) to advertise political candidates or parties. Except for subsections (iii) and (ix) of this paragraph, no such sign shall exceed nine square feet in size without the Prior Written Approval of the Grantee, or the applicable size restriction under the County’s zoning ordinance, whichever is less. 16 RESTRICTIONS ON EARTH DISTURBANCE. The following restrictions have been designed by the Land Trust of Virginia, the Grantor and the Grantor’s representatives with conservation value protections in mind. The purpose of these restrictions is to prevent any changes in the topography of the property that would impair conservation values listed in the deed, such as scenic open space values, natural resource values, historic landscape values, etc. The restrictions specific to changes in topography are as follows: 2.15 CHANGES IN TOPOGRAPHY; MINING, GRADING, BLASTING, FILLING, EARTH REMOVAL. Mining by surface mining or any other method, dredging on or from the Property, or drilling for oil and gas on or under the Property is prohibited. Grading, blasting, filling or earth moving or removal shall not alter the topography of the Property except for: Wetlands or stream bank restoration, both of which require Prior Written Approval from Grantee and all requisite government permits and approvals; erosion and sediment control pursuant to a government-required erosion and sediment control plan; or as incidental to the construction of permitted Buildings, Structures, Roads, and Utilities, or for farm ponds. Best management practices, in accordance with the Virginia Erosion and Sediment Control Law, shall be used to control erosion and protect water quality in such construction. Generally accepted Agricultural activities shall not constitute any such activities. Notwithstanding the foregoing, no grading, blasting, filling or earth moving or removal is permitted on the Property if it will be inconsistent with, adversely affect, conflict with, diminish, impair or interfere with the Conservation Values protected by this Easement, or if it may impact historic, cultural, or natural heritage resources. Appendix A UNITED STATES GEOLOGICAL SURVEY (USGS) MAP Miller School - USGS Map Appendix B DEED OF GIFT OF CONSERVATION EASEMENT Note: A copy of the final conservation easement will be added to this report following recordation Appendix C LEGAL DESCRIPTION AND SURVEY Appendix D AERIAL PHOTOGRAPHIC MAP NOTE: THE FOLLOWING MAP INCLUDES AN AERIAL PHOTOGRAPH TAKEN IN 2013. IT CAN BE USED AS VISUAL EVIDENCE OF THE CONDITION OF THE PROPERTY BEFORE THE CONSERVATION EASEMENT WAS IMPOSED. Miller School - Aerial Map I Appendix E PROPERTY FEATURES MAPS NOTE: THE FOLLOWING MAPS SHOW PROPERTY FEATURES INCLUDING FOREST COVER, WETLANDS, DRAINAGES, PONDS, ROADS, BUILDINGS, AND FARMLAND SOILS. Miller School - Features Map I = Forest Cover = NWI Wetlands = Lake = USGS Perennial Stream = BuildingsMechums RiverMi l l er Bra n ch Samuel Miller LoopD i c k W oods Road D ic k W o o d s R o a d Pounding Creek RoadMille r S c h o o l R o adPoundng Creek Ro ad M iller School RoadMiller School Road Miller School - Farmland Soils Map I = Prime Farmland = Farmland of Statewide Importance Appendix F MAP OF SURROUNDING PROTECTED LAND NOTE: THIS MAP SHOWS THE PROPERTY IN RELATION TO OTHER PROTECTED LAND IN ALBEMARLE COUNTY. ADDITIONAL PROPERTIES TO THOSE SHOWN ON THIS MAP MAY NOW BE PROTECTED WITH CONSERVATION EASEMENTS. Miller School - Surrounding Protected Lands Map I 2 Miles Appendix G PHOTO LOCATION MAP NOTE: THIS MAP SHOWS THE LOCATION OF THE PHOTOGRAPHS SHOWN IN APPENDIX H. Miller School - Photo Location Map I 1 2 3 57 8 10 4 6 9 11 1314 15 12 1617 18 1920 21 22 232425 26 27 2829 30 3132 33 39 16 4142 43 35 3436 37 38 40 44 45 46 47 48 49 50 52 51 Appendix H PHOTOGRAPHS WITH DESCRIPTIONS NOTE: FOLLOWING ARE 57 SCENIC PHOTOGRAPHS (FROM 52 DIFFERENT LOCATIONS) TAKEN ON JUNE 7, 2016 THAT PROVIDE A VISUAL RECORD OF THE PROPERTY. EACH OF THESE PHOTOGRAPHS HAS A CAPTION THAT INCLUDES DESCRIPTION AND ORIENTATION. ALSO INCLUDED IN THIS APPENDIX ARE BUILDING PHOTOGRAPHS (TAKEN ON JUNE 8 AND JULY 8), BUILDING LOCATION MAPS, AND BUILDING MEASUREMENTS. 1. 110 ⁰ SE – View of lower athletic fields 2. 345 ⁰ NW – View of lower athletic fields 3. 90 ⁰ E – View of Miller Branch 4a. 175 ⁰ SE – View of lake 4b. 350 ⁰ NW – View of interior road and property forest cover 5. 220 ⁰ SW – View of lake 6. 120 ⁰ SE – View of bridge (along trail) 7. 20 ⁰ NE – View of open field 8. 120 ⁰ SE – View of open field 9. 325 ⁰ NW – View of pond 10. 225 ⁰ SW – View of open field seen in photos 7 and 8 11. 40 ⁰ NE – View of open field 12. 280 ⁰ NW – View of open field with Blue Ridge Mountains in background 13. 300 ⁰ NW – View of relatively open area in forest 14. 340 ⁰ NW – View interior road leading to Dick Woods Road 15. 260 ⁰ SW – View of corner of property (on left) and frontage on Dick Woods Road 16 270 ⁰ W – View of entry to property and frontage on Dick Woods Road (on left) 17a. 305 ⁰ NW – View of open field 17b. 250 ⁰ SW – View of open field 18. 285 ⁰ NW – View of open field and frontage along Dick Woods Road 19. 195 ⁰ SW – View of open field and frontage along Dick Woods Road 20. 180 ⁰ S – View of frontage on Dick Woods Road and small cemetery at edge of field (near trees on left) 21. 250 ⁰ SW – View of property forest cover (on left) and frontage on Dick Woods Road 22a. 300 ⁰ NW – View of property forest cover (on left) and frontage on Dick Woods Road 22b. 95 ⁰ SE – View of property forest cover (on right) and frontage on Dick Woods Road 23. 180 ⁰ S – View of intersection of Dick Woods Road (on left) and Miller School Road (on right) 24. 195 ⁰ SW – View of Miller Branch (on left) and frontage on Miller School Road (on right) 25. 180 ⁰ S – View of Miller School Road in foreground and entry to property (beginning of Samuel Miller Loop) at center 26. 185 ⁰ SW – View of interior road and property forest cover 27. 190 ⁰ SW – View of interior road and property forest cover 28. 185 ⁰ SW – View of pond 29. 220 ⁰ SW – View of baseball field (Farina Field) 30. 305 ⁰ NW – View of interior road 31. 310 ⁰ NW – View of trails near Miller School Road 32. 15 ⁰ NE – View of Miller School Road and construction of future entrance to property 33. 315 ⁰ NW – View of Miller School Road and surrounding woods 34. 325 ⁰ NW – View of Miller School Road and surrounding woods 35. 190 ⁰ SW – View of Miller School Road and surrounding woods 36. 225 ⁰ SW – View of woods near western boundary and slopes leading down to Mechums River (on right) 37. 310 ⁰ NW – View of Mechums River in background 38. 60 ⁰ NE – View of Miller School Road and surrounding woods 39. 130 ⁰ SE – View of Miller School Road in foreground and beginning of Samuel Miller Loop in background 40a. 100 ⁰ SE – View of property forest cover, interior road, and Building # 35 40b. 315 ⁰ NW – View of reservoir and water tanks 41. 240 ⁰ SW – View of interior road and property forest cover 42. 55 ⁰ NE – View from Samuel Miller Loop of forest road leading through woods (at center) 43. 10 ⁰ NE – View of property forest cover on left 44. 345 ⁰ NW – View from southeast corner of property forest cover and frontage on Pounding Creek Road 45. 15 ⁰ NE – View of property forest cover (on left) and frontage on Pounding Creek Road 46a. View of Miller Branch entering property (flowing northwest) 46b. 300 ⁰ NW – View of property forest cover and frontage on Pounding Creek Road 47. 355 ⁰ NW – View of property forest cover (on left) and frontage on Pounding Creek Road 48. 360 ⁰ N – View of property forest cover (on left) and frontage on Pounding Creek Road 49. 280 ⁰ NW – View of property forest cover and frontage on Pounding Creek Road 50. 260 ⁰ NE – View from northeast corner of property forest cover and frontage on Pounding Creek Road 51a. 215 ⁰ SW – View of property forest cover (on left) and frontage on Miller School Road 51b. 90 ⁰ E – View of property forest cover (or right) and frontage on Miller School Road 52. 140 ⁰ SE – View of clearing in forest PHOTOGRAPHS OF EXISTING BUILDINGS 01 02 02 02 03 04 05 06 07 08 09 10 11 11 11 11 12 13 13 14 15 16 16 16 16 16 17 18 18 18 18 18 19 19 19 19 19 19 20 21 22 23 24 24 25 25 26 27 28 29 30 31 31 31 32 33 33 34 35 36 36 37 38 39 39 40 40 40 41 41 42 43 43 MAPS SHOWING BUILDING LOCATIONS Miller School - Map Showing Groups of Buildings Group A (Buildings 1 to 24) Group B (Buildings 25 to 35)Group C (Buildings 36 to 43) Buildings1 to 24 01 02 03 04 05 06 07 08 09 10 11 12 13 14 15 16 17 18 19 20 21 2223 24 Group A 25 26 27 28 29 31 32 33 34 35 36 3738 39 40 41 42 43 Buildings25 to 35 Group B Buildings35 to 43 Group C Miller School - Map Showing Individual Building Locations 30 BUILDING MEASUREMENTS Existing Building Footprint Measurements Entire Property Inside Campus Area Outside Campus Area Building #Sq. Footage Building #Sq. Footage Building #Sq. Footage 1 292 1 292 32 922 2 2,863 2 2,863 35 144 3 3,133 3 3,133 36 1,113 4 420 4 420 37 75 5 120 5 120 38 202 6 383 6 383 39 1,096 7 476 7 476 40 1,852 8 383 8 383 41 2,118 9 109 9 109 42 128 10 126 10 126 43 1,103 11 2,701 11 2,701 Total 8,753 12 248 12 248 13 2,528 13 2,528 14 4,594 14 4,594 15 228 15 228 16 21,838 16 21,838 17 1,576 17 1,576 18 8,477 18 8,477 19 28,682 19 28,682 20 2,448 20 2,448 21 351 21 351 22 77 22 77 23 200 23 200 24 1,492 24 1,492 25 1,514 25 1,514 26 1,508 26 1,508 27 29 27 29 28 14 28 14 29 4,674 29 4,674 30 64 30 64 31 2,336 31 2,336 32 922 33 1,202 33 1,202 34 77 34 77 Total 93,163 35 144 36 1,113 37 75 38 202 39 1,096 40 1,852 41 2,118 42 128 43 1,103 Total 103,916 Appendix I BUILDING ENVELOPE PLAT NOTE: THE FOLLOWING PLAT IS ATTACHED TO THE EASEMENT. THE BUILDING ENVELOPES SHOWN ON THE BUILDING ENVELOPE PLAT DEFINE THE ACCEPTABLE LOCATIONS FOR CONSTRUCTION OF NEW BUILDINGS OR STRUCTURES ON THE NEWCO, LLC PROPERTY. REFER TO THE EASEMENT FOR EXACT LANGUAGE REGARDING ACCEPTABLE LOCATIONS FOR NEW STRUCTURAL FOOTPRINT. Miller School - Building Envelope Plat I Campus Area Building Envelope (98.3 acres) Dwelling Envelope (8.5 acres) Farm Building Envelope # 2 Farm Building Envelope # 1