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By Laws of Friends of Audubon, Inc.

BYLAWS OF THE FRIENDS OF AUDUBON, INC.

Updated October 25, 2019

ARTICLE 1 Name and Purpose

Section 1. This Corporation shall be known as FRIENDS OF
AUDUBON, INC.

Section 2. It is and shall be a non-profit corporation, charitable
in nature within the meaning of Section 501 (c) (3) of the Internal Revenue
Code.

Section 3. The purpose of the Corporation shall be to
sustain, foster, promote, and further the interests of the John James Audubon
State Park, located in the city of Henderson, Henderson County, Kentucky. The
Corporation may conduct fundraising activities in connection with these purposes.

ARTICLE II Membership and General Membership Meetings

Section 1. CLASSES OF MEMBERSHIP AND ANNUAL DUES. Anyone interested
in promoting and supporting Friends of Audubon shall be eligible for membership
in the organization upon payment of annual dues. Classes of membership and
associated benefits shall be review annually by the Membership Committee. All
membership will run on calendar year, expiring December 31.

Section 2. ANNUAL GENERAL MEMBERSHIP MEETING. The annual
general membership meeting shall be held at such time and place as fixed by the
Board of Directors. Notice of the annual general membership meeting will be
adequate if it is posted on the website of the Corporation at least thirty (30)
days in advance of the annual meeting.

Section 3. SPECIAL MEETINGS. Special meetings of the members
may be held upon call by the Secretary when so directed by the President, or by
a majority of the Board of Directors and upon at least five (5) days’ notice to
all members.

Section 4. MEETING OFFICIALS. The President shall preside at
membership meetings, and the Secretary shall act as Secretary thereof.

ARTICLE III Board of Directors and Meetings of Board
Directors

Section 1. GENERAL POWERS. The Board of Directors shall have
the general supervision, management and control of the affairs and business of the
Corporation, in carrying out the purpose of the Corporation as stated in its
articles of incorporation and these by-laws.

Section 2. NUMBER AND QUALIFICATIONS OF DIRECTORS. The
Corporation shall have not less than twenty (20) members nor more than twenty-five
(25) members of the Board of Directors. As many honorary directors as may be
desired may also be elected to the Board of Directors.

Section 3. ELECTION OF DIRECTORS AND TENURE. Each member in
good standing shall be eligible to serve as Director. Directors shall be
elected annually by the Board of Directors at its November Regular Meeting and
shall hold office for three years or until their respective successors are
elected and qualify. One third (or as close thereto as possible) shall be
elected in each fiscal year. Terms of office shall begin on January 1 of the
year following the election.

Section 4. PARK MANAGER. The Manager of Audubon State Park
shall be an ex officio member of the Board of Directors and shall act as a liaison
between the Friends of Audubon and the Kentucky Department of Parks.

Section 5. REGULAR MEETINGS. Regular meetings will be held the
last Monday of each month except for the months of May and December, or
meetings may be set at a frequency determined by the Board of Directors.
Meetings may be conducted by any means of communication by which all directors
participating may simultaneously hear each other during the meeting.

Section 6. SPECIAL MEETINGS. Special meetings may be held by
the Board of Directors upon call by the Secretary when so directed by the
President, or majority of the Board of Directors and upon at least five (5) days’
notice to all members of the Board of Directors. Meetings may be conducted by any
means of communication by which all directors participating may simultaneously
hear each other during the meeting.

Section 7. QUORUM. One-third (1/3) of the number of directors
fixed b y the bylaws shall constitute a quorum for the transaction of business.

Section 8. VACANCIES. Any vacancy occurring in the Board of Directors
may be filled by the affirmative vote of a majority of the remaining Directors
though less than a quorum of the Board of Directors. A Director elected to fill
a vacancy shall be elected for the unexpired term of his predecessor in Office.

Section 9. EXECUTIVE AND OTHER COMMITTEES. The Executive
Committee shall consist of the officers of the Corporation. The Executive
Committee shall not have the authority of the Board of Directors in reference
to amending the Articles of Incorporation, adopting a plan of merger or
consolidation, leasing, exchanging or other disposition of the property and assets
of the Corporation otherwise than in the usual and regular course of business,
recommending a voluntary dissolution of the Corporation or a revocation
thereof, or amending the bylaws. The Executive Committee may act on behalf o the
Board of Directors except as defined above in this section. The Board of Directors
may, in its discretion, constitute and appoint special committees, in addition
to the executive committee, to assist in the supervision, management and control
of the affairs of the Corporation, with responsibilities, and powers
appropriate to the nature of the several committees. Such committees may
include, but are not limited to the following: stewardship committee,
membership committee, resource management committee, and constitution
committee. Each committee shall include at least two members of the Board of
Directors.

ARTICLE IV Officers

Section 1. NUMBER. The officers of the Corporation shall be
President, Vice President, Secretary, and Treasurer and such other officers and
assistant officers as may be deemed necessary as determined by the Board of
Directors. The offices of Secretary and Treasurer may be combined in the same
person.

Section 2. ELECTION. Each Director in good standing shall be
eligible to serve as an Officer. Officers shall be elected annually by the
Board of Directors at its Regular Meeting in November of each year and shall
hold office beginning January 1 of the following year.

Section 3. TERM OF OFFICE. Officers shall hold office for a
term of one (1) year, beginning January 1 of the year following his or her election.
The Officers shall hold office until their successors are duly elected and installed.

Section 4. PRESIDENT. The President shall preside at all
meetings of the Board of Directors and general membership meetings. The
President shall have the general management and supervision of the Corporation,
subject to the control of the Board of Directors. The President shall determine
the order of business for meetings which shall be conducted under, “Robert’s
Rules of Order.”

Section 5. VICE PRESIDENT. The Vice President shall assist
the President in the performance of his or her duties and shall perform said
duties in the absence of the President.

Section 6. SECRETARY. The Secretary shall keep a complete
and permanent record of all proceeding so the Corporation, including general
membership and Board of Directors meetings. The Secretary shall have general charge
of all books and records of the Corporation. In the event the Secretary is
absent from a meeting the President shall appoint a temporary secretary.

Section 7. TREASURER. The Treasurer shall be the fiscal and disbursing
agent of the Corporation, and shall keep an account for all monies, credits and
properties received and disbursed. The Treasurer shall endorse all checks,
notes and other instruments and shall deposit funds coming into his or her possession
in such depository as may be officially designated by the Corporation.

Section 8. SALARIES. The officers of the Corporation shall
receive no compensation but may be reimbursed for expenses incurred in the discharge
of their duties as officers.

ARTICLE V AMENDMENTS

These bylaws may be altered, amended or rescinded, an new bylaws
may be adopted by the Board of Directors at regular or special meetings
thereof.

ARTICLE VI FISCAL YEAR

The fiscal year of the Corporation shall begin on January 1st
and end on December 31st.

CERTIFICATE OF ADOPTION

I, Glenn Ridley, secretary of Friends of Audubon, a Kentucky
corporation, hereby certify the foregoing amended bylaws of Friends of Audubon,
Inc. were duly adopted at a regular meeting of the Board of Directors held on
October 25, 2019, and same do now constitute the bylaws of said corporation.