By Laws

BY LAWS OF FRIENDS OF LAKE HEFNER, INC.

(An Oklahoma Non-Profit Corporation)

 

ARTICLE I

Purpose and Distributions

SECTION 1.1 Purpose. The principal purpose of Friends of Lake Hefner, Inc. (the “Corporation”) shall be to support, enhance and promote lake related recreation, conservation and beautification activities, at the Lake Hefner reservation in northwest Oklahoma City. This includes, but is not limited to, activities on the water, the trails and footpaths, the parks and the natural areas.

SECTION 1.2 Principal Office. The principal office for the transaction of the business of the Corporation is hereby fixed and located at:

Friends of Lake Hefner, Inc.

c/o Kent C. Larason

3017 Drakestone

Oklahoma City, Oklahoma 73120

The Board of Directors is hereby granted full power and authority to change said principal office from one location to another. Any such change shall be noted in the By-Laws by the Secretary, opposite this section, or this section may be amended to state the new location.

SECTION 1.3 Other Offices. Branch or subordinate offices may at any time be established by the Board of Directors at any place or places where the Corporation is qualified to do business or the business of the Corporation may require.

ARTICLE II

Members

SECTION 2.1 Eligibility for Membership. Membership shall be open to any individual interested in assisting the Corporation in the pursuit of its stated purpose. Members will provide the Corporation with their name and address and a method of contact which can include telephone numbers and electronic addresses.

SECTION 2.2 Voting Rights. Each Member in good standing shall be entitled to one (1) vote on each matter submitted to a vote of the Members. No voting shall be permitted by proxy.

SECTION 2.3 Resignation. Any Member may resign by filing a written resignation with the Secretary.

ARTICLE III

Meeting of Members

SECTION 3.1 Annual Meeting. The annual meeting of the Members shall be held at a time and place designated by the President or Board of Directors on the third (3rd ) Tuesday in October for the purpose of electing at-large Directors and seating the Board of Directors, and for the transaction of such other business as may come before the meeting. If for whatever reason the designated meeting is not held, a meeting of the Members shall be held as soon thereafter as is convenient.

SECTION 3.2 Meetings. Meetings of the Members, for any purpose or purposes unless otherwise prescribed by statute, may be called by the President, the Executive Committee or by the Board of Directors, and shall be called by the President or by the Board of Directors at the request of not less than ten (10) Members having voting rights, at a place designated by the President or by the Board of Directors. The meeting shall be held as soon as practicable, but not later than two (2) weeks after said meeting has been properly requested.

SECTION 3.3 Notice of Meeting. Written notice stating the place, day, and hour of the meeting shall be delivered by U.S. mail or electronic transmission to each Member entitled to vote at such a meeting, not less than five (5) days before the date of the meeting. Timely publication in the newsletter shall be deemed notice to all Members.

SECTION 3.4 Quorum. A quorum shall be considered met if twenty (20) regular Members are present at a meeting. If a quorum is not present at any meeting of Members, a majority of the Members present may adjourn the meeting without further notice. No quorum may be constituted nor voting be permitted by proxy.

ARTICLE IV

Board of Directors

SECTION 4.1 General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors.. Directors shall be Members of the Corporation but need not be residents of the State of Oklahoma.

SECTION 4.2 Number, Tenure, and Qualifications. The number of Directors of the Corporation shall be not less than seven (7). The number of Directors shall include the designated representative of each organization which has been approved as meeting the criteria for being on the Board. Additionally, up to five (5) at-large Directors may be elected to serve as affiliated or unaffiliated Members of the Corporation. Directors shall be seated at the annual meeting of Members, and shall serve for a one (1) year term or until the seating of his or her successor. Each approved organization designating a Director for Friends of Lake Hefner will be asked to provide the names and contact information of its Director and of its first and second alternates on a Friends of Lake Hefner qualifications document. Any Director may serve unlimited consecutive terms. An At-Large Director shall be an individual approved for Board Membership who is not affiliated with any organization, or who may be a Member of an approved organization but is not designated by that organization as its primary or alternate representative on the Board.

SECTION 4.3 Annual Meeting. An annual meeting of the Board of Directors shall be held on the third (3rd ) Tuesday in November at a time and place as provided by the President.

SECTION 4.4 Quarterly Meetings. The Board of Directors shall meet quarterly at a time and place provided by the President. The Board shall approve the annual audit at the first quarterly meeting after it has been completed, but no later than the third (3rd) quarterly meeting following the close of the fiscal year.

SECTION 4.5 Special Meetings. Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the President or, if the President is absent or unable to act, by the Vice President, or by vote of the Executive Committee. No business shall be considered at any special meeting other than the purposes mentioned in the notice of the meeting given to each Director, except upon the unanimous consent of all Directors.

SECTION 4.6 Notice. Notice of any meeting shall be given at least ninety-six (96) hours before the time fixed for the meeting, stating the place, day and hour of the meeting and shall be delivered to each Director entitled to vote at such meeting by U.S. mail or electronic transmission. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the Member at his or her address as it appears on the records of the corporation, with postage thereon prepaid. A message left on an answering machine shall be deemed as a delivered notice by phone. Any Director may waive notice of any meeting and consent to the action taken at the meeting. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the Board of Directors needs be specified in the notice or waiver of notice of such meeting, unless specifically required Bylaw or by these Bylaws.

SECTION 4.7 Quorum. At all meetings of the Board, a quorum shall consist of five (5) Directors and acts of a majority of the Directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors except as may be otherwise specifically provided by statute or by the Articles of Incorporation or by these By-Laws and except to adjourn as hereinafter provided. No quorum may be constituted nor voting be permitted by proxy.

SECTION 4.8 Board Decisions. The act of the majority of the Directors present and voting at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required Bylaw or by these Bylaws.

SECTION 4.9 Adjournment. A quorum of the Directors may adjourn any Directors’ meeting to meet again at a stated day and hour; provided, however, that in the absence of a quorum a majority of the Directors present at any Directors’ meeting, either regular or special, may adjourn to a later date but may not transact any business until a quorum has been secured. At any adjourned meeting at which a required number of Directors shall be present, any business may be transacted which might have been transacted at the meeting as originally notified.

SECTION 4.10 Notice of Adjournment. Notice of the time and place of the meeting scheduled to replace an adjourned meeting shall be communicated to all Directors.

SECTION 4.11 Action without Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if a record or memorandum thereof be made in writing and signed by all Directors. Such record or memorandum shall have the same effect as a meeting of the Board of Directors and shall be filed with the Secretary of the Corporation and made a part of the corporate records.

SECTION 4.12 Telephonic Meetings. Member of the Board of Directors and committees may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

SECTION 4.13 Resignation. Any Director may resign at any time by giving written notice to the Board of Directors, or to the President, or to the Secretary of the Corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The notice of resignation by a Director, designated by and representing an organization, should be accompanied by a Friends of Lake Hefner qualifications document providing the names and contact information of the organization’s replacement Director and of its first and second alternates, signed by the the appropriate Officer of the organization.

SECTION 4.14 Removal without Cause. No Member of the Board of Directors shall be removed without cause.

SECTION 4.15 Compensation. Directors as such shall not receive any salaries for their services, but by resolution of the Board of Directors, fixed sum expenses of attendance, if any, may be allowed. Nothing herein contained shall be construed to preclude any Director from serving the corporation in any other capacity and receiving compensation.

ARTICLE V

Executive Committee

SECTION 5.1 Election. The Board shall elect from their own Directors an Executive Committee composed of not less than four (4) and no more than ten (10) Members including the elected Officers of the Corporation. Any Executive Committee Member may serve unlimited consecutive terms.

SECTION 5.2 Duties. The Executive Committee shall have and exercise all of the authority of the Board in the management of the Corporation in the interval between meetings of the Board, subject to the control and direction of the Board, except to the extent, if any, such authority shall be limited by the resolution appointing the Executive Committee and except the power to adopt, amend or repeal the By-Laws and where action of the Board of Directors is required Bylaw. It shall keep regular minutes of its proceedings which shall be reported to the Directors at their next meeting.

SECTION 5.3 Meetings. The Executive Committee shall meet monthly at a time and place provided by the President, and at any other such times as may be fixed by the Committee. Notice of the time and place of the meeting shall be given to each Director in the manner provided for the giving of notice to Directors of the time and place of special meetings of the Board of Directors or in such other manner as the Executive Committee by resolution may prescribe. Meetings shall be open to all Directors.

SECTION 5.4 Quorum and Voting. A majority of the Members of the Executive Committee shall constitute a quorum for the transaction of business. The act of the majority of the Members of the Executive Committee present at a meeting at which a quorum is present shall be the act of the Executive Committee. At all meetings of the Executive Committee, each Member present shall have one (1) vote which shall be cast by the Member in person. No quorum may be constituted nor voting be permitted by proxy.

SECTION 5.5 Waiver of Notice. Any actions taken or approved at any meeting of the Executive Committee, however called and noticed or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present and if, either before or after the meeting, each Member not present signs a written waiver or notice or a consent to holding such meeting or an approval of the minutes thereof.

SECTION 5.6 Removal. An individual Member of the Executive Committee may be removed from the Committee with or without cause by a vote of a majority of the whole Board of Directors, acting in the best interest of the corporation.

SECTION 5.7 Vacancies. The Board of Directors shall fill all vacancies in the Executive Committee as necessary for the efficient and proper operation of that committee.

SECTION 5.8 Action without Meeting; Telephonic Meeting. Action may be taken by the Executive Committee in the manner allowed by the Board of Directors pursuant to Sections 12 of Article IV.

ARTICLE VI

Officers

SECTION 6.1 Number. The Officers of the corporation shall be President, one (1) Vice President, a Secretary, and a Treasurer, and such other Officers as may be elected in accordance with the provisions of this Article. The Board of Directors may elect or appoint such other Officers, including one or more Vice Presidents, one or more assistant secretaries or one or more assistant treasurers, as it shall deem desirable. Such Officers shall have the authority to perform the duties prescribed by the Board of Directors. Any two (2) or more offices may be held by the same person, except the offices of President and Treasurer.

SECTION 6.2 Election and Term of Office. The Officers of the corporation shall be elected annually by the Board Members at its annual meeting. If the election is not held at such meeting, such election shall be held as soon thereafter as is convenient. New offices may be created and filled at any meeting of the Board of Directors. Each Officer shall hold office until his or her successor has been duly elected and qualified. Any Officer may serve unlimited consecutive terms.

SECTION 6.3 Resignation. Any Officer may resign at any time by giving written notice to the Board of Directors, or to the Chairperson, or to the Secretary of the Corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

SECTION 6.4 Vacancies. A vacancy in any office by reason of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

SECTION 6.5 Powers and Duties. The powers and duties of the several Officers shall be as specified from time to time by resolution or other directive of the Board of Directors. In the absence of such specifications, each office shall have the powers and shall discharge the duties customarily and usually held and performed by like Officers of corporations having the same or similar general purposes and objectives as this corporation.

SECTION 6.6 President. The President shall be subject to the control of the Board of Directors, and shall have general supervision, direction and control of the business and Officers of the Corporation, including:

(a) The President shall preside at all meetings of the Board of Directors and the Executive Committee, and shall be an ex-officio Member of all other committees.

(b) The President shall sign or countersign, as may be necessary, all such bills, notes, checks, contracts and other instruments as may pertain to the ordinary course of the Corporation’s business.

(c) The President shall execute bonds, mortgages and other contracts requiring a seal under the seal of the Corporation, except where required or permitted Bylaw to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other Officer or agent of the Corporation.

(d) At the annual meeting, The President shall submit a complete report of the operations of the Corporation’s affairs as existing at the close of each year and shall report to the Board of Directors from time to time on such matters coming to his or her attention and relating to the interest of the Corporation as should be brought to the attention of the Board.

(e) The President shall have such usual powers and duties of supervision and management as may pertain to the office of the President and shall have such other powers and duties as may be prescribed by the Board of Directors or by the By-Laws.

SECTION 6.7 Vice President. In the absence or disability of the President, the Vice President shall perform all 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 from time to time may be prescribed for them respectively by the Board of Directors or the By-Laws.

SECTION 6.8 Secretary. The Secretary shall prepare, sign and keep or cause to be kept, at the principal office of the Corporation or such other place as the Board of Directors may order, a book of minutes of all meetings of Directors, with the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof given, the names of those present at Directors’ meetings and the proceedings thereof.

The Secretary shall give, or cause to be given, notice of meetings of the Board of Directors required by the By-Laws or Bylaw to be given, and shall keep the seal of the Corporation in safe custody. The Secretary shall also sign, with the President or Vice President, all contracts, deeds, licenses and other instruments when so ordered. The Secretary shall make such reports to the Board of Directors as they may request and shall also prepare such reports and statements as re required by the laws of the State of Oklahoma and shall perform such other duties as may be prescribed by the Board of Directors or by the By-Laws. The Secretary shall attend to such correspondence and perform such other duties as may be incidental to that office or as may be properly assigned to him or her by the Board of Directors.

The Assistant Secretary or Secretaries, if any, shall perform the duties of the Secretary, in the case of absence or disability, and such other duties as may be specified by the Board of Directors.

SECTION 6.9 Treasurer. The Treasurer shall oversee the maintenance, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the Corporation, including account of its assets, liabilities, receipts, disbursements, gains, losses and contributions. The books of account shall at all reasonable times be open to inspection by any Director.

The Treasurer shall verify deposits of all moneys and other valuables in the name and to the credit of the Corporation with such depositories as may be designated by the Board of Directors. The Treasurer shall oversee and verify disbursement of the funds of the Corporation as may be ordered by the Board of Directors, shall render to the President and Directors, whenever they request it, an account of all transactions as Treasurer and of the financial condition of the Corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the By-Laws.

SECTION 6.10 Executive Director. The Board may determine to provide an Executive Director. The Executive Director shall be an employee of the Corporation and the chief operating Officer of the Corporation. The Executive Director shall have general overall supervision of the day to day operations and business of the Corporation. His or her responsibilities shall include, without limitation, the following: (a) acting as the representative of the Corporation to the public as well as to governmental and volunteer organizations; (b) making policy proposals to the Board of Directors; (c) developing and proposing to the Directors long range plans and budgets for the Corporation; (d) overall responsibility for corporate management; and (e) reporting to the Board of Directors on the performance of corporate functions. The Executive Director shall be an ex officio Member of all committees which may be from time to time elected or appointed. The Executive Director may sign with any Officer properly authorized by the Certificate of Incorporation, By-Laws or the Board of Directors of the Corporation any deeds, mortgages, bonds, contracts or other instruments which have been authorized to be executed on behalf of the Corporation. In general, the Executive Director shall perform all duties incident to the function of the chief operating Officer and such other duties as may be prescribed by the Board of Directors from time to time.

SECTION 6.11 Delegation of Duties. In case of the absence or disability of any Officer of the Corporation or for any other reason that the Board of Directors may deem sufficient, the Board of Directors may, by a vote of a majority of the whole Board, delegate, for the time being, the powers or duties, or any of them, of such Officer to any other Officer or to any Director.

ARTICLE VII

Nominating Committee and Election of Board of Directors

SECTION 7.1 Nominating Committee. The Board shall appoint a Nominating Committee of at least five (5) Board Members at least sixty (60) days but no more than ninety (90) days prior to the regularly scheduled annual Members meeting. Within 15 days from being formed, the nominating committee shall issue a call to Corporation Members, currently approved organizations, and any other previously identified individual or organization thought to have goals and purposes commensurate with the goals and purposes of the Corporation, inviting nominations for the Corporation Board of Directors for the coming year.

Interested individuals and organizations will be requested to complete and return to the Nominating Committee, no later than fifteen (15) days after the call for nominations, a Friends of Lake Hefner qualifications document for a Board position. Said document shall include the name, address and contact information of the nominee and the nominating individual(s) or organization(s). Organizations may be requested to provide additional biographical, interest and vision information for the Director, the alternates, and/or the organization. Nominations for at-large positions on the Board will be required to include a brief biography of the nominee and statements describing his or her interest in and vision for the Lake Hefner reservation along with the qualifications document.

The Nominating Committee shall examine the received applications and prepare them for publication in a special election newsletter to be published no later than fifteen (15) days prior to the regularly scheduled annual Members meeting.

At the regularly scheduled Members meeting, the Members shall engage in the Corporation business of electing the at-large Directors and confirming the organizational representatives.

SECTION 7.2 Election. Voting shall be by secret ballot cast at the Annual Meeting. The candidate receiving the largest number votes cast shall be declared elected to the first at-large Board position available. In the event that there are additional at-large Board positions available, the candidate receiving the second largest number of votes shall be declared elected to the second at-large Board position and the candidate receiving the third largest number of votes shall be declared elected to the third at-large Board position., and in similar procedure for successive at-large Board positions to be filled. In the event of a tie for the last position available, a run-off election will be immediately held to determine the winner.

ARTICLE VIII

Standing and Special Committees

SECTION 8.1 Standing Committees. The Standing Committees of this organization shall consist of at least three (3) Members each, the Chairman to be elected by the Board of Directors at its annual meeting, or at such time as an additional Standing Committee may be designated by the Board.

The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, in addition to the Executive Committee provided for in Article IV hereof, and shall appoint the chairman, chairmen or co-chairmen thereof. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.

SECTION 8.2 Procedural Rules. Each committee shall comply with the same procedural rules set forth in Sections 5.1 through 5.8, both inclusive, of Article V that are applicable to the Executive Committee.

SECTION 8.3 Planning Committee. The Planning Committee shall prepare and/or maintain a master plan for the continuing development of the Friends of Lake Hefner. The Planning Committee shall consist of the Vice President as chairman and three additional Members. The Members shall serve on this committee for staggered terms of three (3) years, one (1) new Member to be appointed each year by the Executive Committee.

SECTION 8.4 Finance Committee. The Finance Committee shall audit the books of the immediate past Treasurer within sixty (60) days of the Annual Meeting each year and forward the results of such audit to the Board of Directors.

SECTION 8.5 Membership Committee. The Membership Committee shall have charge of all applications for new Memberships and shall function in accordance with procedures set forth in the Bylaws and/or any Policies and Procedures. The Membership Committee shall be appointed by the Executive Committee and shall determine the eligibility of any new organization requesting Membership on the Board of Directors. The Membership Committee shall maintain the current information as to names, addresses, e-mail addresses, and phone numbers of all individual and organizational Members of the corporation.

SECTION 8.6 Communications & Public Relations Committee. The Communications & Public Relations Committee shall be responsible for monitoring Oklahoma City lake management activities, developing and maintaining communications between the lake community and the City, maintaining the corporation’s website and/or newsletter, and all other internal and external communications regarding the activities and printed materials of the corporation.

SECTION 8.7 By-Laws and Rules Committee. The By-Laws and Rules Committee shall study suggested changes and prepare revisions to the Articles of Incorporation, Bylaws and Policies. The Committee shall monitor all elections and votes of the organization. The Chairman shall monitor all proposed revisions to the Articles of Incorporation, Bylaws and Policies to ensure compliance. The Chairman shall serve as a resource to all committees for Bylaws, Policies, and Parliamentary Procedure questions, and shall serve as Parliamentarian for the Board of Directors and Membership meetings.

ARTICLE IX
Special Committees of the Corporation

SECTION 9.1 Designation. The Board of Directors or the Executive Committee may, by resolution, designate one or more committees, and shall appoint the chairman, chairmen or co-chairmen thereof. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted as prescribed in Articles IV and V.

SECTION 9.2 Procedural Rules. Each committee shall comply with the same procedural rules set forth in Sections 5.1 through 5.8, both inclusive, of Article V that are applicable to the Executive Committee.

SECTION 9.3 Committees. The special Committees of Friends of Lake Hefner, Inc. shall consist of at least one Member each; the Chairman to be appointed and confirmed by Board of Directors as set forth in Article V of the Bylaws. The Board of Directors of the Corporation shall have full authority over all committees designated by the Board of Directors or the Executive Committee.

ARTICLE X

Contracts, Checks, Deposits, Gifts

SECTION 10.1 Contracts. The Board of Directors may authorize any Officer or Officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or limited to specific instances.

SECTION 10.2 Checks, Drafts, or Orders. All checks, drafts, or other order for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such Officer or Officers , agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors, In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer or an Assistant Treasurer and countersigned by the President or Vice President of the Corporation when equal to or exceeding One Thousand Dollars ($1,000.00). Those documents in the amount less than One Thousand Dollars ($1,000.00) shall only require the signature of the Treasurer, Assistant Treasurer, President or Vice President.

SECTION 10.3 Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositaries as the Board of Directors may select designate.

SECTION 10.4 Gifts. The Board of Directors may accept or reject on behalf of the corporation any contribution, gift, bequest, or devise for any purpose offered to the corporation.

ARTICLE XI

Books and Records

The corporation shall keep correct and complete books and records of account and shall also keep minutes of the meetings of its Members, Board of Directors, committees having and exercising any of the authority of the Board of Directors, and the Membership committee, and shall keep at the principal office a record giving the names and address of the Members entitled to vote. All books and records of the corporation may be inspected by any Member, or his or her agent or attorney, for any proper purpose at any reasonable time.

ARTICLE XII

Fiscal year

The fiscal year of the corporation shall begin on the first (1st) day of November of each year and end at midnight on the 31st day of October of the following year.

ARTICLE XIII

Dues

ANNUAL DUES: The Board of Directors shall determine from time to time the amount of annual dues payable to the corporation by the Members, and shall give appropriate notice to the Members. Any increase in dues shall be recommended by the Board of Directors and shall be approved by a two-thirds (2/3) majority of the Members present and voting at any annual or called meeting of the Membership.

ARTICLE XIV

Logo

The Board of Directors shall authorize a logo which shall be a circle with a trail and a white sailboat and one white sail and the other sail designed as an evergreen tree, a with a blue wave below. See figure. Any change in the corporation’s logo shall be approved by the Board of Directors.

ARTICLE XV

Waiver of Notice

Whenever any notice is required to be given under the provisions of the laws of the State of Oklahoma under the provisions of the Articles of Incorporation or the Bylaws of the corporation, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to giving such notice.

ARTICLE XVI

Amendments of Bylaws

SECTION 15.1 Amendments. These Bylaws may be altered, amended, or repealed and new Bylaws may be adopted by a majority of the Directors present and voting at any Board of Directors’ meeting, if at least two days’ written notice is given of intention to alter, amend, or repeal or to adopt new Bylaws at such meeting and thereafter ratified by a majority vote of the Membership present and voting at an annual or called meeting.

SECTION 15.2 The Secretary shall have the authority to make necessary technical and typographical changes to the Bylaws in order to assure editorial continuity with substantive changes approved by the Board of Directors and the Membership.

ARTICLE XVII

Miscellaneous

Inspection of Corporation Records. The books of account, copy of the By-Laws as amended certified by the Secretary, and minutes of proceedings of the Directors and of the Executive and other committees of the Directors shall be open to inspection upon the written demand of the Member and/or any Director, at any reasonable time, and for a purpose reasonably related to his or her interests as a Director and shall be exhibited at any time when required by the demand of ten percent (10%) of the Directors represented at any meeting. Such inspection may be made in person or by an agent or attorney and shall include the right to make extracts. Demand of inspection other than at a Directors’ meeting shall be made in writing upon the Chairperson, Secretary or Assistant Secretary of the Corporation.

ARTICLE XVIII

Conflicts of Interests

SECTION 17.1 Voting by Director or Committee Member. No Director or committee Member shall vote on any matter which would involve a conflict of interest.

SECTION 17.2 Definition of Conflict of Interest. A Director or committee Member shall be deemed to have a conflict of interest in any matter involving his or her partner, business associate, immediate family Member, or a facility or association in which he or she has any monetary interest. Determination of other cases of conflicts of interest shall be made by the Board in accordance with Section 17.3 hereof.

SECTION 17.3 Announcing Conflicts of Interest. Whenever a Director or committee Member has cause to believe that a matter to be voted upon would involve him or her in a conflict or possible conflict of interest, he or she shall announce the conflict of interest and shall abstain from voting on such matter. The question of whether an actual conflict exists shall be decided by a majority vote of the Directors or the committee in which the Member having the conflict or possible conflict of interest is serving. Any other Directors or committee Member present who have already been disqualified from voting on the issue because of their own similar conflicts of interest shall be excluded from voting on the determination of the existence of any such conflict of interest.

SECTION 17.4 Raising Conflicts of Interest. Any person may raise a question of conflict of interest or possible conflict of interest with respect to any Director or committee Member present.

ARTICLE XIX

Liability and Indemnification

of Directors and Officers

Each Director, Officer, and committee Member of the Corporation now or hereafter serving as such, shall be indemnified by the Corporation against any and all claims and liabilities to which he or she has or shall become subject by reason of any action alleged to have been taken, omitted, or neglected by him or her as such Director or Officer; and the Corporation shall reimburse each such person for all legal expenses reasonably incurred by him or her in connection with any such claim or liability, provided, however, that no such person shall be indemnified against, or be reimbursed for any expense incurred in connection with, any claims rising out of his or her own willful misconduct, gross negligence, or criminal acts. The amount paid to any Officer or Director by way of indemnification shall not exceed his or her actual, reasonable, and necessary expenses incurred in connection with the matter involved.

The right of indemnification herein above provided for shall not be exclusive of any rights to which any Director or Officer of the Corporation may otherwise be entitled Bylaw.

ARTICLE XXI

Approval

The foregoing By-Laws, after having been read article by article, were adopted by the Directors and certified by the Secretary of Friends of Lake Hefner, Inc. at the Board meeting held on the 29th day of January, 2008.

_/s/ M. Ann Kilpatrick_______________

Secretary

A P P R O V E D:

John Robison___

President