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Rev. 20080319
Code of Bylaws for
The Parks Foundation, Inc./CopeEnvironmental Center, Inc.
Article 1Name and Purpose of the Organization:
1.1
 Name:
As stated in the Articles of Incorporation, as amended, filed with theOffice of the Secretary State of the State of Indiana, the name of the organizationis “The Parks Foundation, Inc./Cope Environmental Center, Inc.” herein referredto as “the Corporation.”1.2
 Nonprofit Status:
The Corporation has been organized pursuant to the IndianaNonprofit Corporation Act of 1991.1.3
 Members
: This organization, pursuant to its Articles of Incorporation, has nomembers.1.4
Purpose:
The nature of the activities to be conducted, and the purposes to bepromoted or carried out by the Corporation, shall be exclusively charitable,scientific and educational within the meaning of Section 501 (c) (3) of theInternal Revenue Code of 1986 (the "Code") In furtherance of the foregoing:The specific purpose of the Corporation is topromote the sustainable use of the earth’s resourcesthrough education, demonstration, and research. TheCorporation inspires and challenges individuals andcommunities to achieve ecologically sustainablelifestyles to secure a sustainable future for all life onearth.
Article 2Limitation on actions not consistent with tax status:
2.1
 Disposition of Assets and Earnings:
No part of the property or net earnings of theCorporation shall inure to the benefit of or be distributable to the Corporation'sdirectors, officers or other private persons, except that the Corporation shall be
 
The Parks Foundation, Inc./Cope Environmental Center, Inc.Code of BylawsPage 2
Rev. 20080319
authorized and empowered to pay reasonable compensations, and reimbursereasonable expenses incurred, for services rendered and to make payments anddistributions in furtherance of the purpose set forth in Article 1.2.2
 Limitation on Activities:
No substantial part of the activities of the Corporationshall be the carrying on of propaganda, or otherwise attempting to influencelegislation, and the Corporation shall not participate in, or intervene in (includingthe publishing or distribution of statements), any campaign on behalf of anypolitical candidate for public office. Not withstanding any other provisions of these Bylaws, the Corporation shall not carry on any other activities not permittedto be carried on by a Corporation exempt from federal income tax under Section501 (c) (3) of the Code, contributions to which are deductible under Section 170(c) (2) of the Code.2.3
Code:
References in these Bylaws to sections of the Code shall be deemed toinclude references to the corresponding provisions of any future amendments tothe Code and to the corresponding provisions of any future United States InternalRevenue Law.
Article 3The Board of Directors
3.1
Power of the Board of Directors:
The activities, property and affairs of theCorporation shall be managed by its Board of Directors which is empowered toexercise all such powers of the Corporation and to do all such lawful acts andthings as are authorized by law, by the Corporation's Certificate of Incorporationor Bylaws. To the extent permitted by law, the Board of Directors may delegatepower and authority in the exercise of its duties and responsibilities to its dulyelected and duly appointed committees, and to its duly appointed officers or othersuch qualified agents.3.2
Composition:
The Board of Directors shall consist of not less than twelve (12)nor more than twenty-five (25) members. The precise number to be fixed byresolution of the Board of Directors. The Board of Directors shall have the powerto increase or decrease within the limits prescribed by the Articles of Incorporation the number of Directors by consensus of the Directors present at aproperly called meeting of the Board of Directors.3.3
 Limitations:
The employees and agents of the Corporation are ineligible to
 
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Rev. 20080319
become Directors of the Corporation during the term and tenure of theiremployment or agency.3.4
Cope Family Directors
: The Board of Directors may consist of three (3) linealdescendants of James and Helen Cope, the co-founders of the Corporation. Up toThree (3) such Directors shall be “Cope Family Directors,” and there will be nolimitation on their term in office.3.5
Term in Office:
Other than Cope Family Directors, each Director shall hold officefor a term of three (3) years or until his or her successor shall have been electedand qualified. Directors shall be eligible for reappointment for successive terms atthe end of their term.3.6
 Removal:
Any one or more Directors may be removed with or without cause, atany time, at the consensus of the Directors then serving at any regular or specialmeeting of the Board of Directors.3.7
 Absences from Meetings:
Any Director shall be considered to have resigned hisor her position if he or she is absent from three (3) consecutive regular or specialmeetings of the Board of Directors without explanatory correspondence with theChair of the Board of Directors.3.8
Vacancies:
If any vacancy in the Board shall occur, the remaining Directors shallcontinue to act, and any such vacancy may be filled by the consensus of the Boardof Directors present at a duly scheduled meeting.
Article 4Meetings of the Board of Directors
4.1
 Regular Meetings:
A regular annual meeting of the Board of Directors shall beheld without other notice than these Bylaws at a point in time fixed by the Boardof Directors during each calendar year. The Board of Directors may designateany place, either within or without the State of Indiana as the place of meeting forany regular annual meeting called by the Board of Directors. If no designation ismade, the place of meeting shall be the principal office of the Corporation in theState of Indiana, but if all of the Directors shall meet at any time and place, eitherwithin or without the State of Indiana, and consent to the holding of a meeting,such meeting shall be valid without call or notice, and at such meeting anycorporate action may be taken. The Board of Directors may provide by resolutionthe time and place, either within or without the State of Indiana, for the holding of 
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