CONSTITUTION AND BY-LAWS

Friends of Haw Ridge Park, Inc.

Article I

Name

1.1 The name of this corporation shall be Friends of Haw Ridge Park, Inc., a Tennessee corporation. The corporation is a non-profit organization formed to carry out the purposes and functions set forth by the corporate charter and the Constitution and By-Laws.

Article II

Address

2.1 The address of the principal office of the Corporation in the State of Tennessee is 949 West Outer Drive, Oak Ridge, Tennessee, 37830.

Article III

Purpose

3.1 The purposes for which the Corporation is organized are:

A. To support, improve, protect and preserve the character of Haw Ridge Park and to participate in activities for the betterment of said Park.

B. To educate the public about the unique qualities of Haw Ridge Park including the natural, geological, biological, cultural, historical, educational, and recreational features which should be preserved and protected for the use and enjoyment of this and future generations of Tennesseans.

C. To cooperate with the City of Oak Ridge in developing and implementing plans for the park and natural areas, including the acquisition of property to protect and preserve the unique scenic and recreational resources that Haw Ridge Park provides.

D. To encourage cooperation with the City of Oak Ridge in arriving at decisions affecting Haw Ridge Park, and to provide a channel through which local residents can have input in arriving at those decisions.

E. To exercise all the powers conferred upon corporations formed under the Tennessee General Corporation Act in order to accomplish its purpose, including, but not limited to, the power to accept donations or grants of money or property, whether real or personal, or any interest therein, wherever situated.

Article IV

Membership

4.1 Application for membership in the Corporation is open to all persons without respect to race, national origin, sex, religious preference, age, disability or any other constitutionally protected classification, and to any firm, association, corporation, partnership or estate which has an interest in the objectives of the Corporation.

4.2 Any person or entity as defined in Section 4.1 may be admitted to membership in the Corporation by majority vote of the Board of Directors, provided such person or entity has paid any duly established membership fee.

4.3 Fees to be paid by applicants for membership as a condition to being admitted as a member of the Corporation, and dues, assessments and other fees to be paid periodically by members as a condition of continuing membership, shall be established by the Board of Directors. The resignation, expulsion, or suspension of a member, or termination of his/her membership does not relieve the member from any obligations that the member may have to this Corporation.

4.4 There shall be two voting classifications of membership in the Corporation, the dues for each classification to be determined periodically by the Board of Directors:

A. Individual Membership which entitles the member to one (1) vote in all matters upon which the membership shall vote and the privilege of participating in the purposes and activities of the Corporation.

B. Entities admitted into membership in accordance with Section 4.1 shall be regarded as an Individual Membership and be entitled to one (1) vote in all matters upon which the membership shall vote. Each firm, association, corporation, partnership or estate holding membership in this corporation shall nominate one individual to cast a single vote on behalf of the entity, and to otherwise exercise the privileges of membership. Such entity shall have the right to change the individual representing it upon written notice to the Secretary of this Corporation.

4.5 Other membership categories may be established from time to time by designation of the Board of Directors with the approval by majority vote of the Members.

Article V

Government

5.1 The government of this organization shall be vested in the Board of Directors consisting of a President, a Vice President, a Secretary, a Treasurer, and three additional members. The above Board shall be nominated from the membership and elected by ballot vote of the members at the Annual Meeting as set forth in these Constitution and By-Laws.

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

5.3 Annual dues as recommended by the Board of Directors for membership and voting categories shall be payable by January 1. A grace period of thirty (30) days for late payment of dues may be granted at the discretion of the Board.

5.4 Qualifications: The Directors of this Corporation are required to be citizens of good standing in the community and members of this Corporation.

5.5 Vacancy: If a Director is unable to serve, the Board of Directors shall fill the vacancy for the unexpired term.

5.6 The term of office is immediately terminated for a Board Member if he/she fails to attend two (2) consecutive meetings of the Board without prior arrangement, notice to, and agreement by the Board.

5.7 Powers and Duties of the Board of Directors:

A. The Board of Directors shall serve as the administrative policy making body of the Corporation and shall possess such powers and duties required to maintain, promote, and administer the policies, purposes, and objectives of the Corporation.

B. The Board of Directors shall be responsible for the planning, coordination, evaluation, and administration of Corporate activities.

C. The Board of Directors shall have the power to contract and to do any and all acts necessary to carry out the functions of the Corporation as set forth in these By-Laws.

5.8 Limit of Liability: To the extent allowed by the laws of the State of Tennessee, no present or future Director of the Corporation (or his or her estate, heirs and personal representatives) shall be liable to the Corporation or its members for monetary damages for breach of fiduciary duty as a Director of the Corporation. Any liability of a Director (or his or her estate, heirs and personal representatives) shall be further eliminated or limited to the fullest extent allowed by the laws of the State of Tennessee, as may hereafter by adopted or amended. With respect to claim or liabilities arising out of service as a Director of Officer of the Corporation, the Corporation shall indemnify and advance defense expenses to each present and future Director and Officer (and his or her estate, heirs and personal representatives) to the fullest extent allowed by the laws of the State of Tennessee, both as now in effect and as hereafter adopted or amended.

ARTICLE VI

Elections and Meetings

6.1 At the January meeting of the Board of Directors, the Board shall appoint a Nominating Committee of not less than three members, one of which shall be a member of the current Board and shall serve as Chairman of the Nominating Committee, the others being appointed from the membership-At-Large. Within thirty (30) days, the Nominating Committee shall submit their nominations for the officers listed in Article V, Paragraph 5.1 to the Board of Directors for approval and for presentation to the Members at the Annual Meeting.

6.2 The Annual meeting of the Friends of Haw Ridge Park, Inc. shall be held in the month of September. The officers for the next fiscal year shall be elected by the members by ballot at the Annual Meeting. In addition to the nominations presented by the Board of Directors, nominations from the floor may be made at the Annual Meeting. Nominees from the floor must be members in good standing and must present at the meeting to state their willingness to serve if they should be elected.

6.3 Notice stating the place, date and time of the Annual Meeting and list of nominees for office shall be mailed to each member at least ten (10) days prior to the Annual Meeting.

6.4 The newly elected officers will assume office January 1 and will serve for one year unless removed from office for reasons set forth in these By-Laws. All outgoing officers shall conclude their duties by filing all required reports from their year in office.

6.5 Regular Quarterly Board Meetings (one of which shall be in conjunction with the Annual Meeting) of the Board of Directors shall be held during the months of January, March, June, and September, on a date and at a place designated by the Board of Directors.

6.6 Special Board Meetings may be called by the President or by two-thirds of the Board of Directors pursuant to the notice requirements of this Article.

6.7 Notice stating the place, date and time of each Quarterly Board Meeting and any Special Board Meeting shall be mailed to each Board Member at least ten (10) days prior to such meeting.

6.8 A quorum of the Board of Directors must be present at any Board Meeting. A quorum of the Board shall consist of a simple majority of the non-vacant seats of the Board. A majority of the Board at any Board Meeting at which a quorum is present is required for passage of a resolution.

6.9 Special Meetings of the Membership-At-Large may be called by two-thirds of the Board of Directors. Notice stating the place, date and time of a Special Meeting shall be mailed to each member at least ten (10) days prior to such meeting. The Members in attendance at a meeting called in accordance with this Article constitute a quorum. A simple majority of the Members in attendance at the meeting is required for passage of any resolution except as noted in Article VIII.

6.10 All regular Board and membership meetings shall be open to the entire membership and invited guests. Special Board Meetings concerned with removal of Members for cause may be closed meetings.

6.11 A Member of the Board may be removed from office for misconduct. Any Member may also be dismissed from membership for misconduct. Removal or dismissal for cause must be approved by two-thirds of the Board of Directors.

6.12 Ballots will be used in voting on all motions at meetings to: (1) elect officers; (2) remove a Board member for cause; or (3) dismiss a member for cause.

6.13 The proceedings of all meetings of the Corporation shall be conducted in accordance with Roberts Rules of Order when such rules are not in conflict with this Constitution and By-Laws.

6.14 Minutes shall be kept of all meetings and such minutes shall be available for examination by any Member.

Article VII

Officers

7.1 President: Shall be the principal representative of the Corporation and be subject tot he control of the Board of Directors and the Members. He/she shall supervise all the business affairs of the Corporation, preside at all meetings and perform all duties incident to the office of President and other such duties as may be prescribed by the Board of Directors.

7.2 Vice-President: Shall perform all duties of the President in his/her absence and may perform such other duties as may be assigned by the Board.

7.3 Secretary: Shall be responsible for keeping a permanent record of all Board and Membership meetings and shall report minutes of previous meetings for approval and shall perform all duties incident to the office of Secretary.

7.4 Treasurer: Shall be responsible for all funds and property of the Corporation. Funds of the Corporation shall be deposited on account with a financial institution and shall be withdrawn by signature of the Treasurer. The Treasurer shall serve as the Chairperson of the Finance Committee (if such committee is appointed), keep all financial records, file all applicable tax returns and perform all duties incident to the office of Treasurer. The Treasurer will also submit a financial report at each regularly scheduled meeting and prepare a budget for approval at the Annual Meeting. The Treasurer will be responsible for arranging an annual audit of the Corporationís financial records.

7.5 No officer of the Corporation shall receive compensation for duties performed in the exercise of his/her duties of office. Reasonable travel expenses and other legitimate documented expenses may be paid upon approval of the Board of Directors.

ARTICLE VIII

Amendment of Constitution and By-Laws

8.1 The Constitution and By-Laws may be amended by two-thirds vote of Members of the Corporation in attendance at any meeting of the Membership-At-Large if the Members have been notified in writing of the wording of the proposed amendment at least thirty (30) days prior to such meeting.

ARTICLE IX

Dissolution

9.1 If and when a need for dissolution of the Corporation is determined, all members must be notified of the meeting in accordance with Article VI and the purpose of the meeting must be stated. Approval of two-thirds of the Members in attendance at the meeting will constitute the final act of the Corporation.

9.2 Upon termination, dissolution, final liquidation or winding up of this Corporation in any manner of for any reason, its assets, if any, remaining after payment of all liabilities of the Corporation, shall be used for the purposed specified in Item 3.1, A, B, C, D or E of the Corporate Charter. All non-cash assets that are of use to the Park shall be donated to Haw Ridge Park. All other non-cash assets shall be sold at public auction and the proceeds plus any cash shall be donated to a charitable organization as determined by the Board of Directors and/or used to purchase material and/or supplies to be donated to Haw Ridge Park to help carry out the objectives specified above.

ARTICLE X

Association

10.1 Friends of Haw Ridge Park, Inc. shall not show favoritism to any political or religious organization.

10.2 City of Oak Ridge officials and employees my be non-voting members of the Corporation and may attend all meetings to provide insight to programs and activities, current and proposed, and to provide such information to help the Friends of Haw Ridge Park, Inc. determine how best to fulfill its goals.

10.3 Friends of Haw Ridge Park, Inc. "in-park" activities shall be coordinated with, and subject to, the supervision of the Oak Ridge Parks and Recreation Department and/or employees.