BYLAWS

of the Interior Alaska Trails and Parks Foundation An Alaska nonprofit corporation

ARTICLE ONE Board of Directors

Section 1 ACTIVITIES

The activities and affairs of the Foundation shall be managed by or under the direction of the Board of Directors.

Section 2 POWERS OF THE BOARD

The Board may delegate management of activities, provided that management shall be exercised under the ultimate direction of the Board. The Board may, at their discretion, establish or disband executive committees in the furtherance of objectives of the Foundation.

Section 3 NUMBER OF DIRECTORS

The Board of Directors consists of at least 5 and no more than 9 voting directors.

Section 4 TERM OF OFFICE FOR DIRECTORS

Subject to section 6 of this article (Vacancies), Directors shall be elected to a specific seat for a three-year term of office commencing on January 1 and ending three years thereafter.

At the first Board of Directors meeting, the directors will be assigned seats. The total number of seats shall be divided into three groups with staggered terms, with each group to be as equal in number as possible. When the number of directors is changed, any increase or decrease in the number of directors shall be apportioned among the groups so as to make each group as nearly equal in number as possible.

Section 5 ELECTION OF DIRECTORS

At each annual meeting, thereafter, a number of directors equal to the number of directors whose term expires will be up for election to the Board.

These directors shall be elected by vote of the directors then in office; for each directorship, the person who receives the highest number of votes at a meeting at which a quorum is present shall be deemed to have been elected.

Section 6 RESIGNATION

Any director may resign by giving notice to any officer or director. If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective. Section 7 REMOVAL

Any director, regardless of position, may be removed by the Board of Directors whenever in its judgment the best interests of the Foundation would be served thereby.

Section 8 VACANCIES

Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors, even though such may be less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected as soon as practicable and serve for the remaining unexpired term of the predecessor.

ARTICLE TWO Meetings

Section 1 LOCATION

Annual, regular, or special meetings of the Board of Directors shall be held at a location, determined by the Chair, within the Fairbanks North Star Borough in the State of Alaska. Section 2 ANNUAL MEETING

An annual meeting of the Board of Directors shall be held in the fourth quarter of each year, beginning in the year 2018, for the purpose of electing directors, officers, and for the transaction of such other business as may come before the Board. If the election of directors is not held as designated herein for any annual meeting, the Board of Directors shall cause the election to be held at a regular or special meeting as soon thereafter as is practicable.

Section 3 REGULAR MEETINGS

Regular meetings of the Board of Directors may be held as needed, determined by the Chair. Regular meetings shall be for the purposes of reviewing the Foundation’s financial condition and for the transaction of such other business as may come before the Board.

Section 4 SPECIAL MEETINGS

Special meetings of the Board of Directors may be called by or at the request of the Chair or any two directors.

Section 5 NOTICE OF MEETINGS

Notice of annual, regular and special meetings of the Board of Directors shall be given in a practicable manner to each board member. Notice of any special meeting shall additionally state the purpose of such meeting.

Section 6 QUORUM

A simple majority of the directors then serving on the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board.

Section 7 BOARD DECISIONS

The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless a greater proportion or other vote is required by law, the Articles of Incorporation, or these Bylaws.

Section 8 TELEPHONIC OR ELECTRONIC MEETINGS

All Board of Directors meetings may be held in whole or in part by simultaneous telephone or internet communications equipment; a director participating in a meeting by such means is deemed to be present as if in person at the meeting.

Section 9 COMPENSATION

Directors shall not receive salaries for their services, nor receive a compensation for attendance at each regular or special meetings of the Board, but may be compensated for reasonable expenses incurred in exercising activities approved by the Board.

ARTICLE THREE Officers

Section 1 OFFICERS

The officers of the Foundation shall be President, Vice President, Secretary, Treasurer, and such other officers as may be elected or appointed by the directors as they shall deem desirable. Such officers have the authority to perform the duties prescribed by these Bylaws and as may be prescribed, from time to time, by the Board of Directors. Any two or more offices may be held by the same person, except the offices of President and Secretary.

Section 2 ELECTION AND TERM OF OFFICE

Subject to the provisions of this article, the officers of the Corporation shall be elected annually by the Board of Directors at the annual meeting of the directors. If the election of officers is not held at such meeting, such election shall be held as soon as practicable.

Section 3 REMOVAL

Any officer elected by the Board of Directors may be removed by the Board whenever in the Board’s judgment the best interests of the Foundation would be served thereby. Such removal shall be without prejudice to the contract rights, if any, of the officer removed. Election or appointment of an officer or agent does not, itself, create contract rights.

Section 4 RESIGNATION

Any officer may resign at any time by giving notice to the Board of Directors without prejudice to any rights, if any, of the Foundation under any contract to which the officer is a party. Any such resignation shall take effect on the date the Board receives the notice or any later time specified by the resignation.

Section 5 VACANCIES

A vacancy in any office because of death, resignation, removal, or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 6 DUTIES OF OFFICERS

The duties and powers of the officers of the Foundation shall be as follows and as hereafter may be set by resolution of the Board of Directors:

a. President

The President shall be the principal executive officer of the Foundation and, subject to the control of the Board of Directors, shall in general enforce these Bylaws and supervise and control all of the business and affairs of the Foundation. The President shall preside at all

meetings of the Board of Directors and shall perform all duties incident to the office of the President. The President shall set the agenda for each meeting as well as perform any other duties as may be prescribed by the Board of Directors.

b. Vice President

The Vice President is the President-elect. In the absence of the President or in the event of the President’s death, 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 all the restrictions upon the President. The Vice President shall have such other powers and perform such other duties as may be assigned by the President or by the Board of Directors.

c. Secretary

The Secretary shall keep the minutes of the meetings of the Board of Directors, see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law, be the custodian of the Foundation’s records and of the seal of the Foundation, keep a register of the mailing address of the directors as well as electronic contact information which shall be furnished to the Secretary by the Board of Directors, attend to all correspondence and present to the Board of Directors at its meetings all official communications received by the Foundation and, in general, perform all duties incident to the office of Secretary, and such other duties as may be assigned to the Secretary by the President or by the Board of Directors.

d. Treasurer

If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of the duties of a treasurer in such sum and with such surety or sureties as the Board of Directors shall determine. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Foundation, shall receive and give receipts for moneys due and payable to or from the Foundation, and shall deposit all such moneys in the name of the Foundation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors. The Treasurer shall render a report of the condition of the finances of the Foundation as the President shall require. The Treasurer shall keep accurate books of account of all its business and transactions and shall, upon reasonable request during normal business hours, exhibit the books and accounts to any director. The Treasurer shall assist the President, or designated individual, in preparing and filing required reports. The Treasurer shall in general perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the President or by the Board of Directors.

e. Other Officers

Other officers shall perform such duties and have such power as may be assigned to them by the Board of Directors.

Section 1 RECUSAL

ARTICLE FOUR Conflicts of Interest

A director shall disclose any conflicts of interest on a matter before the Board in which he or she has a substantial financial or personal interest. In such matters where a director has a conflict of interest, that director may not vote on this matter. (That director may be counted for purposes of a quorum only.)

ARTICLE FIVE Indemnification

The Foundation may indemnify its officers and directors to the full extent permitted by law.

ARTICLE SIX Contracts and Finances

Section 1 CONTRACTS

The Board of Directors may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Foundation, and such authority may be general or may be confined to specific instances.

Section 2 Checks, Drafts, Loans, and Investments

All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Foundation shall be signed by such officer or officers, agent or agents of the Foundation, and in such manner as provided by these Bylaws or as shall from time to time be determined by resolution of the Board of Directors. In the absence of specific determination by the Board of Directors or provision in these Bylaws, such instruments shall be signed by the Treasurer and countersigned by the President of the Foundation.

No loans shall be contracted on behalf of the Foundation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors, which authority may be general or confined to specific instances. The Corporation shall not make any loan to its directors or officers; a director or officer who assents to or participates in the making of a prohibited loan shall be jointly and severally liable to the Foundation for the amount of the loan until its repayment in full, which repayment can be called due from those liable at any time by the Board of Directors.

Section 3 Deposits

All funds of the Foundation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may designate.

Section 4 Funds

In addition to the Foundation’s general account, the Foundation may establish investment accounts or other accounts to appropriately segregate funds designated to the Foundation for specific purposes.

Section 5 Investments

The Board of Directors may invest funds available for investment in such securities or property as it may direct.

Section 6 Gifts and Bequests

The Foundation shall have the power to accept contributions of cash or property from corporations, individuals, foundations, estates, trusts, governmental bodies or any other source for one or more of its purposes and limited in any manner provided by the donor or a court having jurisdiction over the source of the gift. The Board may refuse any gift it deems contrary to or not in keeping with the purposes, spirit, or best interests of the Foundation, or if any condition attached to the gift is not in furtherance of the purposes of the Foundation, or that may be detrimental to the best interests of the Foundation. The Foundation may accept gifts made directly to it or through a trustee with the Foundation named as beneficiary. When so directed by the terms of the gift, the custody or management of property constituting the corpus of a gift may be turned over to any banks, corporation, LLC, or individual authorized by law to serve as a trustee over the gift. When directed, the Foundation shall consult with such trustee as may be designated with respect to the investment or management of the gift.

If funds or property are designated by the terms of a gift to be part of a permanent endowment fund of the Foundation, the corpus thereof shall be invested in such manner as the Board may direct or as the terms of the gift may require, and the income may be used for one or more of the purposes of the Foundation.

ARTICLE SEVEN Employees, Volunteers and Advisors

Section 1 Employees

The Board, at its discretion, may hire an Executive Director who shall serve at the pleasure of the Board. The Executive director is not a voting member of the Board or Executive Committee. Salary and expenses as well as specific powers and functions shall be agreed upon and evidenced in a written contract between the Board (presented by the Executive Committee) and the Executive Director from time to time.

Section 2 Executive Director

The executive Director shall perform, or cause to be performed, duties and responsibilities as assigned by the Board which are required or necessary to carry out the day-to-day business of the Foundation, including authority to sign checks on the behalf of the Foundation as limited by Article 6 section 2.

The area of responsibility of the Executive Director shall include, but not be limited to: Assisting the President in the discharge of his/her duties, performing actions as requested by the Executive Committee, and as provided for in the annual work plan.

Developing and implementing an annual work plan with the Executive Committee. Coordinating and managing all business functions which are necessary to carry out the day-to-day business of the Foundation consistent with the direction of the Board, the Foundation’s Bylaws and Article of incorporation.

The executive Director shall attend all of the meetings of the Board and the Executive Committee in order to keep the officers and the Board informed of the Executive Director’s day-to-day activities, status of the Foundation programs, ideas for new programs, and to keep the Executive Director informed of the activities and needs of the officers and Committees of the Foundation.

All employees and volunteers of the Foundation work under the direction of the Executive Director. The Executive Director may establish salaries for the staff members and employees within the budget approved by the Board of Directors of the Foundation. The Executive Director shall employ and discharge employees of the Foundation. The Executive Director will annually evaluate the performance or each Foundation employee and report the findings to the Executive Committee.

Section 3 Advisors

The Board, at its discretion, may appoint Advisors who have special skills or abilities that relate to the purpose of the Foundation to make a specific contribution to the Foundation for ongoing or ad hoc programs. Advisors shall serve without compensation. Advisors may serve individually or with a committee to assist or advise the Board, Executive Committee and/or staff in conducting the Foundation’s business. Advisors may be appointed for terms of up to one year, but may serve an unlimited number of consecutive terms as long as the Board takes specific action, in writing, to extend their eligibility for an additional year.

Advisors are not members of the Board and are not entitled to any individual rights or privileges of Board membership.

Section 4 Volunteers

The board or Executive Director may appoint an unlimited number of volunteers to lead or assist with any programs or functions of the Foundation. Volunteers should have a desire to support the purpose and goals of the Foundation and be willing and able to represent the organization in a professional and businesslike manner.

ARTICLE EIGHT

Miscellaneous Provisions

These Bylaws shall be effective upon adoption at the initial organizational meeting of the Board of Directors.

AMENDMENTS

The Articles of Incorporation and these Bylaws may be amended in whole or in part, by a vote of a majority of the directors then in office provided that the purpose of the Foundation, as stated in the Articles of Incorporation, may not be amended without the unanimous vote of the directors then in office.

These bylaws of the Foundation were ratified at a meeting on 7 June 2018.

John Junke Jr, Board President

Directors present and ratifying were: John Junke Jr, Helyn Lefgren, Ben Barton,

Kerry Barnes and Geoffrey Orth.