BY-LAWS OF THE COUNTRYSIDE CONSERVANCY ARTICLE I NAME, PRINCIPAL OFFICE AND PURPOSE Section 1.01 Name The name of the Corporation is the Countryside Conservancy. Section 1.02 Principal Office The address of the Corporation is P.O. Box 55, LaPlume, PA 18440. ARTICLE II MEMBERSHIP Section 2.01 Membership Those individuals, families or organizations of persons grouped together, who or which meet such requirements for regular membership as may from time to time be established by the Board of Directors, shall be eligible for regular membership upon payment of membership dues. Regular members shall hold membership for 12 months. Non-payment of annual dues forfeits membership. Section 2.02 Classes of Membership There shall be two classes of members, voting and non-voting: (a) Any person, family or organization may become a non-voting member by paying annual membership dues and completing a membership application or donor card. There shall be no limit to the number of non-voting members; (b) The voting members shall be the Board of Directors of the Corporation. Only adult individual members may be a member of the Board of Directors; and (c) The Board of Directors may create classes of membership or change classes of membership in its sole discretion by a vote of two-thirds of the Board of Directors. ARTICLE III MEETING OF THE CORPORATION Section 3.01 Annual Meeting There shall be an Annual Meeting of the Board of Directors of the Corporation once each year for the election of directors from among the members of the Corporation eligible to serve and the transaction of such other business as may properly come before the meeting. Each Annual Meeting shall be held at a time and place as the Board shall determine and designate. Written notice of the place, date and hour of each Annual Meeting shall be given to all members of the Board of Directors by the Secretary of the Corporation at least ten, but not more than thirty days prior to the date of such Annual Meeting. ARTICLE IV BOARD OF DIRECTORS Section 4.01 Number and Term The Board of Directors shall include not fewer than 21, nor more than 24 persons. All Directors elected commencing with the March, 1997, annual meeting shall serve terms of three (3) years and until their successors are appointed and qualified. Section 4.02 Nominations Nominations of candidates for the Board of Directors shall be made by a Board Development Committee, pursuant to the provisions of Section 5.02. Nominations shall not be made from the floor at the Annual Meeting. Section 4.03 Resignation Any Director may resign at any time. Such resignation shall be made in writing and shall take effect at the time of its receipt by the Secretary of the Corporation, unless some other time be fixed in the resignation, in which case at that time. The acceptance of a resignation shall not be required to make it effective. Section 4.04 Vacancies A vacancy in the Board, no matter how arising, may be filled by election of a Director by the Board of Directors to fill such vacancy for the unexpired term of his/her predecessor and until his/her successor is elected. Section 4.05 Powers The Board of Directors shall have and exercise full power and authority to do any and all things deemed necessary or expedient in the government, management and control of the business and affairs of the Corporation. Any action by the Board may be taken without a meeting if all of the members of the Board consent in writing to such action and such consent is filed with the Secretary of the Corporation. Section 4.06 Regular Meetings Regular Meetings of the Board may be held at such time and place as shall from time to time be determined by the Board, and may be adjourned by the Directors present to any other time and place. Section 4.07 Special Meetings Special Meetings of the Board may be called at any time by the President or by any four members of the Board of Directors by written request presented to the Secretary of the Corporation. Section 4.08 Notice Written notice of Regular Meetings, and written or oral notice of Special Meetings, of the Board of Directors shall be given at least three days in advance of such Regular Meeting or Special Meeting and shall state the date, place and hour of meeting. Section 4.09 Quorum A number representing a majority of the current Board of Directors shall constitute a quorum for the transaction of business at any Regular Meeting or Special Meeting of the Board. Section 4.10 Participation in Meetings One or more members of the Board or any committee may participate in a meeting of the Board or of a committee by means of a conference telephone or similar communications equipment allowing all persons in the meeting to hear each other. Participation by such means shall constitute presence in person at the meeting. Section 4.11 Ex-Officio Members Individuals may become ex-officio members of the Board of Directors by appointment by the majority of the regular Board members present at any Regular Meeting or Special Meeting, Ex-officio Board positions are non-voting. Section 4.12 Attendance If a regular Board member misses three (3) consecutive meetings, the Board, in its discretion, may require the Board member's resignation. ARTICLE V COMMITTEES Section 5.01 Executive Committee There shall be an Executive Committee which shall consist of the President, Vice President for Land and Water Protection, Vice President for Institutional Advancement, Secretary, Treasurer, and such other members of the Board of Directors nominated and elected by the Board. The President shall be chairman of the Executive Committee. The Executive Committee shall have and may exercise, during intervals between meetings of the Board of Directors, any and all powers vested in the Board. Section 5.02 Board Development Committee Prior to each Annual Meeting, the President shall designate, with the advice and consent of the Board of Directors, a Board Development Committee for the nomination of Directors for election at such Annual Meeting. This Committee shall consist of at least three Directors, whose terms will not expire at such Annual Meeting, and two members at large. Section 5.03 Other Committees The President shall, with the advice and consent of the Board of Directors, create such other committees as may be deemed necessary or desirable and appoint their members. Any committee may create such sub-committees as may be deemed necessary or desirable. Any committee, other than the Executive and Board Development Committees, may, at the discretion of the President, include individuals who are not members of the Board of Directors. Section 5.04 Vacancies A vacancy in any committee, however arising, may be filled by the President with the advice and consent of the Board of Directors. A vacancy in any subcommittee may be filled by the committee which created the sub-committee. Section 5.05 Meetings Each committee and subcommittee shall meet whenever the chairman of each committee or subcommittee shall direct or at such other regular times as it shall choose by majority vote of the members of the committee or subcommittee. Section 5.06 Quorum A majority of the members of the Executive Committee, or any other committee or subcommittee, shall constitute a quorum for the transaction of business at a meeting of any committee or subcommittee. ARTICLE VI OFFICERS Section 6.01 Principal Officers The principal officers of the Corporation shall be a President, a Vice President, a Secretary, and a Treasurer. Such officers shall hold office until the next Annual Meeting of the Board for the election of officers and until their successors are elected or until their death, resignation or removal. The offices of Secretary and Treasurer may be held by the same person. The Board may designate one or more persons to act as Assistant Treasurer, none of whom need be members of the Board or of the Corporation. Section 6.02 Vacancies If for any reason any principal office is vacant, the Executive Committee shall appoint a member of the Board to fill such office until the next Annual Meeting of the Board. Section 6.03 Executive Director An Executive Director may be appointed by, and shall serve at the discretion of, the Board of Directors on such terms, including compensation, as the Board shall prescribe. As the chief executive and operating officer of the Corporation, the Executive Director shall have the general charge of the administration of the Corporation's operations and programs, and, specifically, shall perform such duties as may from time to time be assigned to him/her by the Board, by the Executive Committee or the President. Section 6.04 Other Officers and Agents In addition to the position of Executive Director, the Board of Directors or the Executive Committee may appoint subordinate officers and agents of the Corporation, prescribe their compensation and take from them such bond and security as the Board may deem appropriate. Such subordinate officers and agents of the Corporation shall hold their offices subject to the discretion of the Board. ARTICLE VII DUTIES OF OFFICERS Section 7.01 President The President shall preside at all meetings of the Corporation, of the Board of Directors, and of the Executive Committee. The President shall generally perform all duties ordinarily devolving upon the office of President. The President shall perform such other duties and functions as may be prescribed in these By-Laws or by resolution of the Board of Directors. The President is a non-voting ex-officio member of all Board committees, except the Executive Committee. Section 7.02 Vice President The Vice President shall perform the duties delegated to him/her by the President and shall also perform the duties of the President when for any reason the President is unable to perform his/her duties. In addition, the Vice President shall perform such duties as may be prescribed by resolution of the Board of Directors. Section 7.03 Secretary The Secretary shall, under the direction of the President, keep the minutes of all meetings of the Corporation. The Secretary shall notify Board members of their election and shall notify Board members of all Regular Meetings and Special Meetings of the Board of Directors. In the event of temporary absence or disability of the Secretary, or if the Secretary so delegates, his/her duties may be performed by an Assistant Secretary, the Treasurer or an Assistant Treasurer. Section 7.04 Treasurer The Treasurer shall, in addition to the usual duties devolving upon the office of Treasurer, make a financial report at each Annual Meeting of the voting members of the Corporation. In the event of temporary absence or disability of the Treasurer, or if the Treasurer so delegates, his/her duties may be performed by an Assistant Treasurer, the Secretary or an Assistant Secretary . Section 7.05 Compensation for Expenses By approval of the Board of Directors, the Directors may be reimbursed for their expenses incurred for activities undertaken on behalf of the Corporation and at the direction of the Board of Directors. No Member of the Board of Directors shall be compensated for serving as a Director of the Corporation. ARTICLE VIII FISCAL POLICIES Section 8.01 Fiscal Year The Fiscal Year for all business transactions shall correspond with the calendar year. Section 8.02 Depositories The Board of Directors may establish such accounts with banks, trusts companies, and other financial institutions as it deems appropriate. Section 8.03 Audit There shall be an annual audit of accounts as soon as possible after the close of the fiscal year by an independent public accountant chosen by the Board of Directors .The audit will be presented to the Board of Directors at its first meeting following the audit. ARTICLE IX INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES Section 9.01 Indemnification To the maximum extent permitted by the Pennsylvania Nonprofit Corporation Law, as amended from time-to-time, the Corporation shall indemnify its currently acting and its former directors and officers and those persons who, at the request of the Corporation, serve or have served another corporation, partnership, joint venture, trust or other enterprise in one or more of such capabilities, and may indemnify any of its current or former employees or agents against any and all liabilities incurred in connection with their services in such capabilities to the extent determined appropriate by the Board of Directors. In such circumstances, the Corporation shall pay expenses incurred by any currently acting or former directory or officer, and may pay expenses incurred by any current or former employee or agent in defending a civil or criminal action, suit or proceeding in advance of the final deposition of such action, suit or proceeding; provided, however, the director, officer, employee, or agent agrees to repay amounts advanced if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation in accordance with the provisions of the Pennsylvania Nonprofit Corporation Law. ARTICLE X LIABILITY Section 10.01 Director Liability A director shall not be personally liable, as such, for monetary damages for any action taken, or the failure to take any action, unless (1) the director has breached or failed to perform the duties of his office under the Pennsylvania Nonprofit Corporation Law, as amended from time to time and the breach or failure to perform the duties constitutes self-dealing, willful misconduct or reckless, or (2) the Board determines that under the circumstances indemnification would constitute an excess benefit transaction under Section 1958 of the Internal Revenue Code of 1986, as amended. The provisions of this Section 10.01 shall not apply to (1) the responsibility or liability of a director pursuant to any criminal statute or (2) the liability of a director for the payment of taxes pursuant to local, state or federal law (including any excise taxes which may be due as appropriate if the action or failure to act is deemed to constitute an excess benefit transaction). ARTICLE XI AMENDMENT, SUPPLEMENT, REPEAL OF BYLAWS Section 11.01 Authority and Procedure The power to make, supplement, amend and repeal these By-Laws, in whole or in part, shall be vested only in the Board of Directors of the Corporation and may be exercised at any meeting of the Board of Directors of the Corporation after notice of the proposed change(s) in the By-Laws has been given to the Board of Directors. Changes in the By-Laws may be proposed by an officer or member of the Board of Directors of the Corporation by submitting the proposed change(s) to the Secretary of the Corporation so that notice of the proposed change(s) can be mailed to the Board of Directors with the notice of the next meeting of the Board of Directors. A two-thirds vote of the Directors present at any meeting shall be necessary to change these By-Laws. Amended at 2007 Annual Meeting on July 12, 2007 (Countryside Conservancy Bylaws amended July 12, 2007)