By Laws of Friends of Audubon, Inc.

ARTICLE I Name and Purpose

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

Section 2. It is and shall be a not-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 fund raising 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 associates benefits shall be reviewed annually by the Membership Committee. All memberships will run on calendar year, expiring December 31.

Section 2. ANNUAL GENERAL MEMBERSHIP MEETING The annual general membership meeting shall be held on the last Monday in January of each year. The annual meeting shall be held in the Friends of Audubon Meeting Room at John James Audubon State Park Museum.

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 of 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 their meeting immediately preceding the annual 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 when elected.

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.

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 a majority of the Board of Directors and upon at least five (5) days notice to all members of the Board of Directors.

Section 7. QUORUM A majority of the number of Directors 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 by-laws. The Executive Committee may act on behalf of 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 their meeting immediately preceding the annual meeting.

Section 3. TERM OF OFFICE Officers shall hold office for a term of one (1) year, beginning when elected. 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 proceedings of 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 by-laws may be altered, amended or rescinded, and new by-laws may be adopted by the Board of Directors at regular or special meeting 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, Leslie Newman, secretary of Friends of Audubon, a Kentucky corporation, hereby certify the foregoing amended by-laws of Friends of Audubon, Inc. were duly adopted at a regular meeting of the Board of Directors held on March 29, 2004, and same do now constitute the by-laws of said corporation.