BY LAWS OF LANCASTER FARMLAND TRUST ARTICLE 1 - NAME The name of the corporation is Lancaster Farmland Trust ("Trust"). The Trust is formed pursuant to the Nonprofit Corporation Law of 1988 of the Commonwealth of Pennsylvania, Act of December 21, 1988, P.L. 1444, as amended now or hereafter. ARTICLE 2 - PURPOSE Subject to any further limitations stated in the Trust's Articles of Incorporation, the Trust shall be organized and operated exclusively for charitable, scientific, religious and educational purposes. Without limiting the foregoing, the primary purposes of the Trust shall be: A. Preserve and protect productive agricultural land; B. Support agricultural diversity, agricultural economic development, environmental quality and the retention of the unique agrarian and cultural heritage; and, C. Encourage improved cooperation, mutual respect and support among citizens, organizations and governments toward sound land use planning for the protection of cherished landscape and natural resources. ARTICLE 3 - MEMBERSHIP Section 1 - Eligibility Membership is open to any person or organization supporting the mission and purpose of the Trust. Members shall be in good standing so long as minimum levels of financial support, as established by the Board of Trustees, are current or a conservation easement has been placed on property by that individual or organization and the conservation easement is currently in effect. Section 2 - Membership Categories Members may be of the following categories: A. Benefactors - Any landowner who has placed a conservation easement on a farm with the Trust shall be considered a lifetime member. B. Honorary - Individual leaders in the area of conservation and land preservation elected by the Board of Trustees as Honorary Members shall be considered lifetime members. C. Annual - Individuals or organizations, contributing annually to the Trust in such categories as established by the Board of Trustees shall be considered members for a period of one year. Section 3 - Power to Govern Members shall have no voting rights, and all powers provided by law to be exercised by the members shall be vested in and exercised by the Board of Trustees. ARTICLE IV - BOARD OF TRUSTEES Section 1 - Authority and Duties The Board of Trustees is the governing entity of the Trust and shall have full authority to manage the affairs of the Trust and take all lawful action and exercise all lawful powers as may be consistent with the Trust's Articles of Incorporation, governing statutes and Bylaws. Section 2 - Number The Board of Trustees shall consist of not less than 15 and not more than 21 Trustees. Section 3 - Term and Election Each Trustee shall be elected by the Board of Trustees at their meeting in October from a slate of nominees presented by the Board Development Committee and shall commence their term on January 1 of the year following their election. Each Trustee shall serve a three-year term or until reelected by the Board of Trustees. A Trustee shall be eligible for election to two consecutive three-year terms. After the completion of two terms, a Trustee shall not serve on the Board of Trustees for one year before being considered again for election to the Board. Officers of the Board of Trustees shall have the right to serve up to two additional consecutive years on the Board while serving as an Officer. Upon the end of a term as an officer or upon relinquishment of office, the term of any officer who has served more than two consecutive terms on the Board due to his/her exemption from term limits, shall terminate on December 31 of the year in which his/her term as an officer ends. 2 The Board of Trustees, may invite a Trustee who has served two full terms to serve an additional one, two or three years after the expiration of their second term, as necessary to stagger terms or for other reasons as may be deemed appropriate by the Board of Trustees. Section 4 - Vacancies Vacancies on the Board of Trustees that exist or occur after the regular election of Trustees may be filled by an affirmative vote of two-thirds of the remaining Trustees attending a meeting of the Board of Trustees. Section 5 - Removal Any Trustee who fails to attend, without prior explanation, a total of three consecutive meetings of the Board of Trustees during any year of his or her term shall be presumed to have thereby offered his or her resignation, which shall be accepted at the discretion of the Board of Trustees. The Board of Trustees may declare vacant the office of any Trustee if such Trustee's conduct or business, professional or other activities or interests are, in the opinion of a majority of the Board of Trustees, detrimental to the best interests of the Trust. The Board of Trustees may also declare vacant the office of any Trustee, who, within 60 days after notification of election, does not accept election by either written notice or by attendance at a meeting of the Board of Trustees. Vacancies created hereunder may be filled by the Board of Trustees as set forth in Article IV, Section 4 above. Section 6 - Meetings A. Regular Meetings - Regular meetings of the Board of Trustees shall be held at least four times each year at a time and place to be determined by the Board of Trustees. B. Special Meetings - The Chairperson or any three Trustees may call a special meeting of the Board of Trustees. The Chairperson shall set the time and place of a special meeting. Notice of such meetings, describing the date, time, place and purpose of the meeting shall be delivered to each Trustee by telephone, mail or electronically not less than ten days prior to the special meeting. 3 Section 7 - Quorum A quorum shall consist of a majority of the Board of Trustees at the time of the meeting. The acts of a majority of the Trustees present at the meeting at which a quorum has been established shall be the act of the Board of Trustees except as may be otherwise specifically provided by statute, the Articles of Incorporation or these Bylaws. Section 8 - Consent If all Trustees shall consent in writing, including electronic communication, to any action to be taken by the Trust, such action shall be a valid corporate action as if it had been authorized at a meeting of the Board of Trustees. Section 9 - Meetings by Telecommunication Any regular or special meeting of the Board of Trustees may be held by telephone or telecommunications in which all Trustees may hear and participate. Section 10 - Protection from Liability A Trustee of the Trust shall not be personally liable for monetary damages for any action taken or any failure to take any action, unless the Trustee has breached or failed to perform the duties of his office or the breach of failure to perform constitutes willful misconduct or recklessness; except to the extent that exemption from liability for monetary damages is not permitted under the laws of the Commonwealth of Pennsylvania as now or hereafter in effect. The provisions of this Section 10 are intended to exempt the Trustees of the Trust from liability for monetary damages to the maximum extent permitted under the "Pennsylvania Trustees Liability Act" or under any other law now or hereafter in effect. Section 11 - Honorary Trustees The Board of Trustees may appoint as an Honorary Trustee any individual who, in the opinion of the Board of Trustees, has provided long, distinguished and extraordinary service to the Trust. The individual so appointed shall have no responsibility for or be subject to any liability in connection with any act or omission relating to such position. An Honorary Trustee shall have the right but not the obligation to attend meetings of the Board. An Honorary Trustee shall have no right to vote on any matter brought before the Board of Trustees. 4 ARTICLE V - OFFICERS Section 1 - Election Each year at a meeting of the Board of Trustees to be held in October, the Board of Trustees shall elect, from among its members, a Chairperson, a Vice-Chairperson, a Treasurer, a Secretary and any other such officers or assistant officers the Board may think appropriate. The candidates for office shall be presented as a slate by a Nominating Committee appointed by the Executive Committee prior to the October meeting. Section 2 - Term Each officer shall serve a one-year term or until reelected by the Board of Trustees. An officer shall be eligible for election to two consecutive one-year terms. Section 3 - Removal Any officer may be removed by a two-thirds vote of the Board of Trustees whenever in its judgment the best interests of the Trust are served by removal. Section 4 - Chairperson The Chairperson shall preside at all meetings of the Board of Trustees and shall direct the Executive Director to ensure that all orders and resolutions of the Board of Trustees are put into effect and shall perform such other duties as from time to time may be assigned to the Chairperson by the Board of Trustees, subject to the right of the Board of Trustees to delegate any powers, except such as may be by statute conferred exclusively on the Chairperson, to any other officer of the Trust. He or she shall have authority to be a member ex-officio of all committees except as provided otherwise in these bylaws. Section 5 - Vice Chairperson The Vice Chairperson shall, in the absence of the Chairperson, have the same duties and responsibilities as the Chairperson. Section 6 - Secretary The Secretary shall attend meetings of the Board of Trustees and shall keep or cause to be kept, accurate records thereof of the meetings; shall give, or cause to be 5 given, the required notice of all meetings of the Board of Trustees; shall keep, or cause to be kept, in safe custody the corporate seal, and affix the same to any instrument requiring it; shall keep, or cause to be kept, the membership log of all members; and shall perform such other duties as may be assigned to the Secretary by the Board of Trustees. Section 7 - Treasurer The Treasurer shall keep, or cause to be kept, full and accurate accounts of all receipts and disbursements in books belonging to the Trust; shall deposit, or cause to be deposited, all moneys and other valuable effects in the name and to the credit of the Trust in such depositories as shall be designated by the Board of Trustees; shall disburse, or cause to be disbursed, the funds of the Trust; shall render to the Board of Trustees an account of all transactions and of the financial condition of the Trust. ARTICLE VI - COMMITTEES Section 1 - Executive Committee An Executive Committee comprised of the Officers of the Trust and up to three other Trustees shall be appointed by the Chairperson and approved by the Board of Trustees. The Executive Committee shall meet from time to time as necessary. Between meetings of the Board of Trustees, the Executive Committee shall have full authority to manage the business of the Trust to the extent permitted by law, provided however, that the Executive Committee shall not take any action in conflict with a prior decision of the Board of Trustees. Section 2 - Finance Committee A Finance Committee comprised of no more than seven members shall be appointed by the Chairperson and approved by the Board of Trustees. At least three of the members shall be current members of the Board of Trustees. The Finance Committee shall be responsible for insuring that the Trust has appropriate policies in place to guide the financial operation of the Trust and that these policies are being properly followed. The Finance Committee shall monitor and report to the Board of Trustees on the financial condition of the Trust, including operating and capital budgets and reports of the Trust's auditors. The Finance Committee, through the Investment Subcommittee, shall be responsible for supervising and directing the investment of the Trust's assets and shall report on the result of those investments to the Board of Trustees on a regular basis. 6 Section 3 - Board Development Committee The Board Development Committee shall be appointed by the Chairman and approved by the Board of Trustees and shall be comprised of five members, at least three of whom shall be Officers. The Board Development Committee shall be responsible for presenting to the Board of Trustees a list of nominees for election as Trustees at the October meeting of the Board of Trustees. Section 4 - Other Committees Unless otherwise specified under these Bylaws, the Chairperson, with the advice and approval of the Board of Trustees, may appoint members to any special or standing committees that the Chairperson or the Board of Trustees finds necessary for the proper functioning of the Trust. All committee members shall be appointed by the Chairperson and approved by the Board of Trustees. Section 5 - Term Appointment of committee members shall be approved by the Board of Trustees at the October meeting. Committee members shall commence their term on January 1 of the year following. Each committee member shall be appointed to serve a two-year term and shall be eligible for appointment to two additional two-year terms. After completing three two-year terms, a Trustee must not serve on that committee for one year before being considered again for appointment. Upon the adoption of these by-laws, any member of any committee who has served for a period longer than permitted under this provision, shall be eligible to serve one additional year beginning January 1 of the year following. ARTICLE VII - INDEMNIFICATION Section 1 - General Rule Subject to the provisions of the immediately following sentence, the Trust shall, to the fullest extent permitted under the laws of the Commonwealth of Pennsylvania, as amended from time to time, indemnify any person (and his or her heirs, executors and administrators) who was or is a party, witness, or other participant or is threatened to be made a party, witness, or other participant to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (including, without limitation, action by or in the right of the Trust) by reason of the fact that he or she is or was a Trustee, Officer, employee or agent of the Trust, or is or was serving at the request of the Corporation as a Trustee, Officer, employee, or agent of 7 another organization, corporation, partnership, joint venture, trust or other enterprise, against all expenses (including attorneys' fees, court costs, transcript costs, fees of experts and witnesses, travel expenses and all other similar expenses), judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit, or proceeding. Not withstanding the foregoing, indemnification shall not be provided in any cases where the person seeking indemnification did not act in good faith or where conduct giving rise to the claim for indemnification constituted willful misconduct, recklessness, or self-dealing. Section 2 - Advance Payment of Expenses The Trust may, at its sole discretion, advance all reasonable expenses (including attorneys' fees, court costs, transcript costs, fees of experts and witnesses, travel expenses and all other similar expenses) incurred in connection with the defense of or other response to any action, suit, or proceeding referred to in Article VII, Section 1, above upon receipt of an undertaking by or on behalf of the person seeking the advance. Any person receiving such advances from the Trust shall repay all amounts advanced if it shall ultimately be determined upon final disposition of such action, suit, or proceeding that he or she is not entitled to be indemnified by the Trust. Section 3 - Duplication of Payments. The Trust shall not be liable under this Article to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that the person seeking indemnification has otherwise actually received payment therefore under any insurance policy, contract, agreement, or otherwise. In the event that the Trust makes an advance payment of expenses to a person, such person shall repay to the Trust the amount so advanced, if and to the extent that he or she subsequently receives payment therefore under any insurance policy, contract, agreement, or otherwise. Section 4 - Insurance The Trust may purchase and maintain at its own expense one or more policies of insurance to protect itself and to protect any Trustee, Officer, employee, or agent of the Trust or another organization, corporation, partnership, joint venture, trust, or other enterprise against such expense, liability, or loss incurred by such person in such capacity, whether or not the Trust would have the authority to indemnify such persons against any such expense, liability, or loss under this Article or under the laws of the Commonwealth of Pennsylvania. Section 5 - Indemnification Agreements The Trust shall have authority by vote of a majority of the Board of Trustees to enter into an Indemnification Agreement with any person who may be indemnified by the Trust pursuant to the provisions of this Article or otherwise. Any such Indemnification Agreement may contain such terms and conditions as a majority of the Board of Trustees 8 shall in the exercise of their discretion determine to be necessary or appropriate. Such terms and conditions may include provisions for greater or lesser indemnification than provided for in this Article, provisions establishing procedures for the processing or approval of indemnification claims, and other provisions. The fact that the Trust has not entered into an Indemnification Agreement with any person shall not in any way limit the indemnification rights of such person under this Article or otherwise. Section 6 - Non-exclusivity The right to indemnification and to the payment of expenses incurred in defending against or otherwise responding to any action, suit, or proceeding in advance of its final disposition as set forth in this Article shall not be exclusive of any other rights which any person may now have or hereafter acquire under any agreement, vote of members, vote of disinterested Trustees, or under any applicable law or under the Articles of Incorporation, or otherwise. Section 7 - Modifications or Repeal The provisions of this Article may be modified or repealed in accordance with the procedures for amending these Bylaws; provided, however, that any such modification or repeal shall not have any effect upon the right to indemnification for any action taken, any failure to take action, or any events which occurred prior to the effective date of such modification or repeal. ARTICLE VIII - AMENDMENTS These Bylaws may be amended by the vote of two-thirds of the Board of Trustees present at any meeting of the Board of Trustees, provided that a description of the proposed Bylaw amendment is included with the meeting notice and is sent to each Trustee not less than five days before the meeting. Adopted ___August 18, 2005__________ Amended __November 16, 2006 -9-