CONSTITUTION AND BY-LAWS OF THE BARNHART GROVE PRAIRIE RESTORATION PROJECT

CONSTITUTION

Article I: Name and Location

This organization shall be called the Barnhart Grove Prairie Restoration Project, a not-for-profit corporation, and shall be located in Urbana, Illinois.

Article II: Purpose

Section 1

This Corporation is organized exclusively for charitable, scientific, educational, wildlife, and plant conservation activities related to the restoration and management of a native prairie ecosystem on a conservation easement held by the Champaign County Soil and Water Conservation District on a parcel of land known as the Harry Barnhart property located in Philo Township Section 4, T. 18N. R 9 E. in Champaign County, Illinois. An integrated management plan shall provide detailed guidance on restoration activities. Relationships will be developed with scientific, educational, and environmental organizations and groups in order to further scientific understanding of prairie ecosystems, and also to increase public understanding and appreciation of Illinois's prairie heritage.

Section 2

In accordance with Internal Revenue Code, section 501c3, this corporation is not organized for profit, and no part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its directors, officers, employees, or other private persons except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth herein.

Income for each taxable year will be distributed at such time and in such manner as not to subject the corporation to tax under Internal Revenue Service Code section 4942, and the corporation shall not engage in any act of self-dealing as defined in Internal Revenue Service Code section 4941(d), or retain any excess business holdings as defined in Internal Revenue Service Code service 4943(c), or make any investments in such manner as to subject the corporation to tax under Internal Revenue Service Code section 4944.

Article III: Dissolution

Upon dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501c(3) of the Internal Revenue Code, or shall be distributed to the Champaign County Soil and Water Conservation District for the purpose of furthering prairie restoration activities within Champaign County, Illinois.

BY-LAWS

Article 1: Board of Directors

The control of the assets and business of this corporation shall be vested in a Board of Directors who shall determine the policies and activities of this organization consistent with the purposes of the organization. The Board shall also authorize and approve an annual Plan of Work and an annual budget to implement the Plan of Work.  The Board shall consist of 7 persons, 3 of whom shall be appointed by and represent the Champaign County Soil and Water Conservation District, and 4 of whom shall represent the descendants of Harry H. Barnhart, deceased, whose address is 1413 Old Church Road, Urbana, Illinois.

Article II: Meetings

The Board shall meet at least six different months during each year, and at such other times as may be necessary to conduct the business of the organization. The Chairman or five Directors of the Board may call special meetings. All Board Directors must be notified at least one week in advance.

A quorum shall be five Directors including at least one officer.

Article III: Decisions

All decisions of the Board, except as otherwise indicated in these By-laws, shall be by majority vote of the Directors present if a quorum exists. The Chairman may vote and must vote in the case of a tie.

The Board by a vote of 5 Directors has the power to ask a Board member to resign who has, in the opinion of the Board, failed to fulfill the obligations of his/her duties, if warning has been given at least two different months in writing from the Board.

Article IV: Director Terms

Directors representing the Champaign County Soil and Water Conservation District shall be appointed by the Board of Supervisors of the District and shall serve at the pleasure of the District. Directors representing the Barnhart family shall be appointed by the Directors representing the Barnhart family and shall serve at the pleasure of the Barnhart family.

Article V: Officers

The Board shall elect its own officers.

The officers shall be a Chairperson, a Secretary, and a Treasurer, and shall be elected annually in January of each year.

The Chairperson shall have general oversight of the affairs and finances of the Barnhart Grove Prairie Restoration Project. The Chairperson shall be the principal officer of the corporation and shall preside at all Board meetings at which he or she is present. The Chairperson may sign, with any other proper officer of the corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors 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 the by-laws or by statute to some other officer or agent of the corporation.

The Secretary shall take minutes at all meetings of the Board and shall provide copies of these minutes to all Board Directors no later than one week after each meeting. The Board Directors present at the next Board meeting shall approve minutes of each meeting. The Secretary shall also see that permanent records are kept and that official correspondence is carried out as directed by the Board.

The Treasurer shall have the charge and custody of and be responsible for all funds and securities of the Barnhart Grove Prairie Restoration Project and, in general, perform or supervise all the duties incident to the office of Treasurer and such other duties as may be delegated to the Treasurer by the Board of Directors.

Article VI: Personal Liability

The directors and officers of the Barnhart Grove Prairie Restoration Project shall not be personally liable for any debt, liability or obligation of the Project. All persons, corporations, or other entities extending credit to, contracting with, or making any claim against the corporation, may look only to the funds and property of the corporation for the payment of any such contract or claim, or for the payment of any debt, damages judgment or decree, or of any money that may otherwise become due or payable to them from the corporation.

Article VII: Indemnification

The corporation may indemnify any person who was or is a director, officer, employee, or agent of the Barnhart Grove Prairie Restoration Project against all expense reasonably incurred or paid in connection with the defense or disposition of any actual or threatened claim, action, suit, or proceeding on which he may be involved as a party or otherwise by reason of having served in any such capacity, or by reason of any action or omission or alleged action or omission by him while serving in any such capacity except for expense incurred or paid by him 1) with respect to any matter as to which he shall have been adjudicated in any proceeding not to have acted in the reasonable belief that his action was in the best interests of the Barnhart Grove Prairie Restoration Project or 2) which the Barnhart Grove Prairie Restoration Project shall be prohibited by law or by order of any court of competent jurisdiction from indemnifying.

No matter disposed of by settlement, compromise, or the entry of a consent decree, nor a judgment of conviction or the entry of any plea in a criminal proceeding, shall of itself be deemed an adjudication of not having acted in the reasonable belief that the action taken or enacted is in the best interests of the Barnhart Grove Prairie Restoration Project. The term "expense" shall include, without limitation, settlements or attorney's fees, costs, judgments, fines, penalties, and other payments. The rights of indemnification herein provided for shall be in addition to any other right which any person may have or obtain, shall continue as to any person who has ceased to be such director, officer, employee or agent, and shall inure to the benefit of the heirs and personal representatives of any such person.

Article VIII: Conflict of Interest

Directors and officers of the Barnhart Grove Prairie Restoration Project have an affirmative obligation to reveal to the Board any and all conflicts of interest relating to the policies, goals, and operations of the Project including, but not limited to, financial or policy interests inuring to the director or any member of his family.

Article IX: Fiscal Year

The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December in each year, unless otherwise designated by the Board of Directors.

Article X: Amendments to the By-laws

Except as may otherwise be required by law, the Articles of Incorporation or these by-laws, these by-laws may be altered, amended, or repealed and new by-laws be adopted by a majority of the directors present at any regular meeting or any special meeting of the Board at which a quorum is present, if at least ten (10) days written notice is given to each director of intention to alter, amend, or repeal, or to adopt new by-laws at such meetings.

Article XI: Saving Clause

Any portion of these by-laws found to be contrary to law shall not invalidate the other portions.