RESTATED BYLAWS OF GREENBELT LAND TRUST, INC. SECTION I PURPOSE

RESTATED BYLAWS OF GREENBELT LAND TRUST, INC. SECTION I PURPOSE Subject to the limitations stated in the Articles of Incorporation, the purposes of this corporation shall be to engage in any lawful activities, none of which are for profit, for which corporations may be organized under Chapter 65 of the Oregon Revised Statutes (or its corresponding future provisions) and 501(c)(3) of the Internal Revenue Code of 1954 (or its corresponding future provisions). Paragraph 1. Primary Purpose. This corporation s primary purpose shall be: A. To acquire and/or sell or exchange real property or any interest therein and to receive gifts, legacies, and devices of real or personal property to be used: 1.) for providing greenbelt lands; 2.) for protecting ecologically and culturally significant lands, with an emphasis on wetlands, forests, working lands, native habitats, and lands of natural beauty and 3.) for providing areas for the education of the public in the principles of conservation of historic and natural areas and for the preservation of interests therein; to use said property or the proceeds thereof for the purposes set forth above in paragraph one of this Section. B. To transfer any real property, interest therein or other assets which it may hold from time to time to any governmental agency or any other suitable agency which is duly authorized and able to receive and administer the same, subject to the purposes set forth above. C. To carry on such other activities as may be incidental to or will assist in the accomplishment of the above purposes. Any funds or property contributed to and accepted by the corporation shall be held, administered, and disbursed or disposed of as the donor may direct, providing that any such direction is consistent with the purposes of the corporation as set forth in the Articles of Incorporation.. Paragraph 2. Internal Revenue Code Section 501(c)(3). This corporation is organized exclusively for the purposes set forth in Section 501(c)(3) of the Internal Revenue Code. Amended Bylaws (2/17/11) of Greenbelt Land Trust, Inc. Page 1

Paragraph 1. Classes and Voting. SECTION II MEMBERS There shall be one class of members of this corporation. Each member shall be entitled to one vote on all matters for which a membership vote is permitted by law, by the Articles of Incorporation, or by the Bylaws of this corporation. Paragraph 2. Qualifications. A person shall become a member of the corporation by consenting to become a member and paying such dues as determined from time to time by the Board of Directors. Paragraph 3. Termination of Membership. Membership may be terminated by the Board of Directors after giving the member at least 15 days written notice by first class or certified mail of the termination and the reasons for the termination, and an opportunity for the member to be heard by the Board, orally or in writing, not less than five days before the effective date of the termination. The decision of the Board shall be final and shall not be reviewable by any court. Paragraph 4. Annual Meeting. The annual meeting of the members shall be held in the first 60 days of each calendar year.. Paragraph 5. Special Meetings. Special meetings of the members shall be held at the call of the Board of Directors, or by the call of the holders of at least five percent of the voting power of the corporation by a demand signed, dated, and delivered to the corporation s Secretary. Such demand by the members shall describe the purpose for the meeting. Paragraph 6. Notice of Meeting. Notice of all meetings of the members shall be given to each member at the last address of record, by first class mail at least 7 days before the meeting, or by means other than first class mail at least 30 but not more than 60 days before the meeting. The notice shall include the date, time, and purposes of the meeting. Paragraph 7. Quorum and Voting. Those votes represented at a meeting of members shall constitute a quorum. A majority vote of the members represented and voting is the act of the members, unless these Bylaws or the law provide differently. Paragraph 8. Proxy Voting. There shall be no proxy voting. Amended Bylaws (2/17/11) of Greenbelt Land Trust, Inc. Page 2

Paragraph 9. Action by Consent. Any action allowed by law to be taken at a meeting of the members, or any action which may be taken at a members meeting, may be taken without a meeting if a consent in writing, setting forth the action to be taken or so taken, shall be signed by all the members. Paragraph 1. Duties. SECTION III BOARD OF DIRECTORS The affairs of the corporation shall be managed by the Board of Directors. Paragraph 2. Number and Qualifications. The number of Directors may vary between a minimum of three and a maximum of fifteen. The first Board of Directors shall be the persons named as Directors in the Articles of Incorporation. Paragraph 3. Term and Election. Except for the initial adjustments of shorter terms needed in order to create staggered terms, the term of office for Directors shall be three years. The Board shall make provisions to stagger the terms of Directors so that each year no more than one-half of the Directors terms shall expire. Except for the initial Directors, Directors shall be elected by a plurality of those members of the Corporation qualified to vote and present at the annual meeting. A Director may be elected to serve a maximum of two successive full terms of office. After serving his or her maximum term, a Director may stand for reelection following one year s absence from the Board. On completion of his or her term, a board member may be appointed to emeritus status. Such status may include performing executive functions as determined by the Board. Paragraph 4. Nomination. All members of the corporation shall be eligible to serve as Directors, but membership is not a prerequisite to nomination to the Board. The Board of Directors, or some portion thereof, shall serve to nominate persons for election to the Board. In addition, nominations will be accepted from any member at the annual meeting of the corporation. The consent of any potential nominee must be obtained before his or her name is put forth for election. Paragraph 5. Removal. Any Director may be removed, with or without cause, at a meeting called for that purpose, by a majority of the members entitled to vote at an election of Directors. Paragraph 6. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by a majority vote of the remaining Board of Directors. The successor shall Amended Bylaws (2/17/11) of Greenbelt Land Trust, Inc. Page 3

hold office until the next annual meeting of the corporation, whereupon a successor Director shall be elected by the membership to serve the remainder of the unexpired term so vacated. Paragraph 7. Quorum and Action. A quorum at a board meeting shall be a majority of the number of Directors prescribed by the Board, or if no number is prescribed, by a majority of all Directors in office immediately before the meeting begins. If a quorum is present, action is taken by a majority vote of directors present. Where the law requires a majority vote of directors in office to establish committees that exercise Board functions, to amend the Articles of Incorporation, to sell assets not in the regular course of business, to merge, to dissolve, or for other matters, such action is taken by that majority as required by law. Paragraph 8. Regular Meetings. Regular meetings of the Board of Directors shall be held at the time and place to be determined by the Board of Directors. No other notice of the date, time, place, or purpose of these meetings is required. Paragraph 9. Special Meetings. Special meetings of the Board of Directors shall be held at the time and place to be determined by the Board of Directors. Notice of such meetings, describing the date, time, place, and purpose of the meeting, shall be delivered to each Director personally or by telephone or by mail not less than two days prior to the special meeting. Paragraph 10. Meeting by Telecommunication. Any regular or special meeting of the Board of Directors may be held by telephone or telecommunications, as long as all Directors can hear each other. Paragraph 11. No Salary. Directors shall not receive salaries for their Board services, but may be reimbursed for expenses related to Board service. Paragraph 12. Action by Consent. Any action required by law to be taken at a meeting of the Board, or any action which may be taken at a Board meeting, may be taken without a meeting if a consent in writing, setting forth the action to be taken or so taken, shall be signed by all the Directors. Amended Bylaws (2/17/11) of Greenbelt Land Trust, Inc. Page 4

SECTION IV COMMITTEES Paragraph 1. Executive Committee. The Board of Directors may elect an Executive Committee. The Executive Committee shall have the power to make on-going decisions between Board meetings and shall have the power to make financial and budgetary decisions. Paragraph 2. Other Committees. The Board of Directors may establish such other committees as it deems necessary and desirable. Such committees may exercise functions of the Board of Directors or may be advisory committees. Paragraph 3. Composition of Committees Exercising Board Functions. Any committee that exercises any function of the Board of Directors shall be composed of two or more Directors, elected by the Board of Directors by a majority vote of the number of Directors prescribed by the Board, or if no number is prescribed, a majority vote of all Directors in office at that time. Paragraph 4. Quorum and Action. A quorum at a Committee meeting exercising Board functions shall be a majority of all Committee members in office immediately before the meeting begins. If a quorum is present, action is taken by a majority vote of Directors present. Paragraph 5. Limitations on the Powers of Committees. No committee may authorize payment of a dividend or any part of the income or profit of the corporation to its directors or officers; may approve dissolution, merger, or the sale, pledge, or transfer of all or substantially all of the corporation s assets; may elect, appoint, or remove directors or fill vacancies on the board or on any of its committees; nor may adopt, amend, or repeal the Articles, Bylaws, or any resolution by the Board of Directors. Paragraph 1. Titles. SECTION V OFFICERS The officers of this corporation shall be the President, Vice-President, Secretary, and Treasurer. Paragraph 2. Election. The Board of Directors shall elect the President, Vice President, Treasurer and Secretary. Amended Bylaws (2/17/11) of Greenbelt Land Trust, Inc. Page 5

The Officers shall be selected from the Board of Directors. The term of office shall be the remaining balance of the Officer s term as a director. Paragraph 3. Vacancy. A vacancy of the office of President or Secretary shall be filled not later than the first regular meeting of the Board of Directors following the vacancy. Other vacant offices shall be filled by the Board of Directors as soon as reasonably possible. Paragraph 4. Other Officers. The Board of Directors may elect or appoint other officers, agents, and employees as it shall deem necessary and desirable. They shall hold their offices for such terms and have such authority and perform such duties as shall be determined by the Board of Directors. Paragraph 5. President. The President shall be the chief officer of the corporation and shall act as the Chair of the Board. The President shall have any other powers and duties as may be prescribed by the Board of Directors. Upon resolution of the Board of Directors and not otherwise, he or she may sign with the Secretary or Treasurer or any other proper officer authorized by the Board of Directors, any deeds, mortgages, bonds, contracts or other instruments (including acceptances of donations, conveyances, or contributions), which the Board has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed. Paragraph 6. Vice-President. In the absence of the President or in the event of his or her inability or refusal to act, the Vice-President shall perform the duties of the President, and, when so acting, shall have all the powers of, and be subject to, the restrictions upon the President. The Vice-President shall perform such other duties as may be assigned by the President of the Corporation from time to time. Paragraph 7. Treasurer. If required by the Board of Directors, the Treasurer shall file a bond, at the expense of the corporation, for the faithful discharge of duties in such sum and with such surety or sureties as the Board of Directors shall determine. The treasurer shall (a) have charge of the custody and be responsible for all the funds of the corporation; when authorized by the Board of Directors may receive contributions to the corporation and may receive and give receipts for monies due and payable to the corporation from any source whatsoever, and deposit all such monies in the name of the corporation into such banks, credit unions, trust companies, or depositors as shall be selected by the Board of Directors in accordance with the provisions of the Bylaws; (b) in general perform all the duties as from time to time may be assigned by the President or by the Board of Directors. Paragraph 8. Secretary. The Secretary shall: (a) keep the minutes of the meetings of the Board of Directors in one or Amended Bylaws (2/17/11) of Greenbelt Land Trust, Inc. Page 6

more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) in general perform all duties incident to the office of Secretary and such other duties from time to time that may be assigned to him by the President or by the Board of Directors. SECTION VI CORPORATE INDEMNITY This corporation will indemnify its officers and directors to the fullest extent allowed by Oregon law. SECTION VII AMENDMENTS TO BYLAWS Both the Board of Directors and the members must vote to amend or repeal these Bylaws, or to adopt new ones. The Board of Directors must vote to amend or repeal these Bylaws, or to adopt new ones, by a majority vote of directors present, if a quorum is present. Prior to the adoption of the amendment, each Director shall be given at least two days notice of the date, time, and place of the meeting at which the proposed amendment is to be considered, and the notice shall state that one of the purposes of the meeting is to consider a proposed amendment to the Bylaws. The notice shall contain a copy of the proposed amendment. The members must vote to amend or repeal these Bylaws, or to adopt new ones, by a majority vote of members voting, if a quorum is present. Prior to the adoption of the amendment, each member shall be given notice at the last address of record, by first class mail at least 7 days before the meeting, or by means other than first class mail at least 30 but not more than 60 days before the meeting. The notice shall include the date, time, place, and the notice shall state that one of the purposes of the meeting is to consider a proposed amendment to the Bylaws and shall contain a copy of the proposed amendment. ADOPTED BY MAJORITY VOTE OF THE MEMBERS at the annual meeting on the day of, 2011. CORPORATE OFFICER: By: Betty Griffiths, President Amended Bylaws (2/17/11) of Greenbelt Land Trust, Inc. Page 7