The undersigned, acting as the incorporators of a corporation under the Tennessee Nonprofit Corporation Act, adopt the following Charter for such corporation:

1. The name of the corporation is Friends of Haw Ridge Park, Inc.
2. The corporation is a public benefit corporation.
3. The corporation is not a religious corporation.
4. The street address of the initial registered office of the corporation is 10511 Raven Court, Knoxville, TN 37922, The initial registered agent for the corporation at that office is Jimi Flynt.
5. The name and address of each incorporator is:

Jimi Flynt

Boyd M. Evans, III

Joanne F. Grimes

6. The street address of the principal office of the corporation is

949 West Outer Drive
Oak Ridge, TN 37830

7. The corporation is not for profit.
8. The corporation will have members.
9. 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 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 be hereafter adopted or amended.
10. With respect to claims for liabilities arising out of service as a director or officer of the corporation, the corporation shall indemnify and advance 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.
11. The corporation is organized and shall operate exclusively for the following purposes:
1. charitable and educational purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code of 1986, or corresponding section of any future federal tax code.
2. as a citizen support organization of Haw Ridge Park, a park owned and operated by the City of Oak Ridge within the meaning of such organization as deferred in TCA 11-3-201 et seq.
3. to foster conservation and educational efforts in support of Haw Ridge Park, Inc.; by providing support and assistance in the preservation and protection of the many natural, cultural and scenic features that exist within Haw Ridge Park; by assisting the governmental entities owning such park to provide quality recreation and interpretive experiences to the general public; and generally to engage in any other lawful endeavor or activity in furtherance of any of the foregoing purposes.
12. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its directors, officers or other private individuals or persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for goods and services rendered and make payments in furtherance of the purposes set forth in the paragraph just above. Not withstanding any other provision of this Charter, the corporation shall not carry on any endeavors or activities not permitted to be carried on the a corporation exempt from federal income tax under Section 501 (c) (3) of the Internal Revenue Code of 1986, or corresponding section of any future federal tax code, or by a corporation, contributions to which are deductible under Section 170 (c) (2) of the Internal Revenue Code of 1986, or corresponding section of any future federal tax code.
13. Upon dissolution, after all creditors of the corporation have been paid, its assets shall be distributed to and deposited directly, into the account of one or more organizations that quality as exempt organizations under Section 501 (c) (3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for exclusively public purposes.