The Friends of Wolf Trap

BYLAWS

OF

The Friends of Wolf Trap

(a Virginia Nonstock Corporation)

Article I.

Governance

Section 1.1: Incorporation

The name of this Corporation is the Friends of Wolf Trap National Park for the Performing Arts(hereinafter “FOWT” or “the Corporation”). The Corporation is organized and incorporated as an Nonstock Corporation under the Virginia Nonstock Corporation Act enacted by Chapter 428 of the Acts of Assembly of 1956 and as set forth in Title 13 of the Virginia Code of the General Assembly of the Commonwealth of Virginia.

Section 1.2: GoverningStatutes, Laws and Regulations

(a) The Corporation will comply with all applicable laws of the Commonwealth of Virginia.

(b) The Corporation will operate exclusively for charitable purposes under the authority of Public Law 633, as approved by the Congress of the United States, August 7, 1946 (60 Stat. 885), Section 67, which permits the use of services of field employees in cooperation with such nonprofit scientific and historical societies engaged in educational work in the various parks and monuments as the Secretary of Interior may designate.

(c) In all of its activities to support and promote Wolf Trap National Park for the Performing Arts (hereinafter “Wolf Trap National Park”), the Corporation will be governed by the rules and regulations of the National Park Service as outlined in the National Park Service Management Policies and the National Park Service Cooperating Association Guidelines and Procedures, and the current National Park Service-Cooperating Association Agreement.

Article II.

Purpose

Section 2.1: Statement of Purpose

The primary purposes of FOWT are as follows:

(a)To support and advancethe Wolf Trap National Park’s vision of promoting its natural and historical resources and the benefit of outdoor recreation through greater awareness and education, community involvement, project and programs to enhance the visitor experience, while protecting and preserving the park’s natural resources;

(b)To cooperate with the National Park Service in accomplishing the above endeavors through educational, interpretive,conservation, research, planning and park improvement projects and programs for the benefit of the Wolf Trap National Park;

(c)To assist the National Park Service in stimulating interest in the above through publication, purchase, and sale of printed material, visual aids and other material pertinent to the Wolf Trap National Park;

(d)To assist the National Park Service in developing programs of park support including volunteer activities, financial contributions and pro bono services for the benefit of the Wolf Trap National Park and;

(e) To pursue any and all charitable activities related to the foregoing specific purposes.

Section 2.2: Support of Other Missions

In carrying out its activities the FOWTshall emphasize itssupport of the mission of the Wolf Trap National Park for the Performing Arts and the overall mission of the National Park Service.

Section 2.3: Limitations on the Corporation Activities

Notwithstanding any other provision of the Articles of Incorporation or the Bylaws, the FOWT shall not carry on any activities not permitted to be carried on by a Corporation exempt from federal income tax under Section 501 (c) (3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law).

Article III.

Offices and Fiscal Year

Section 3.1: Registered Office

The principal registered office of the Corporation for the transaction is located in within Fairfax Countyin the Commonwealth of VA.

Section 3.2: Change of Location

The county of the Corporation's principal registered office can be changed only by amendment of these Bylaws and not otherwise. The Board of Directors may, however, change the principal office from one

location to another within the named county by noting the changed address and effective date below, and such changes of address shall not be deemed an amendment of these Bylaws.

______Dated:______, 20____

Section 3.3: Other Offices

The Corporation may also have offices at such other places, within or without the Commonwealth of Virginia, where it is qualified to do business, as its business may require and as the Board of Directors may, from time to time, designate.

Article IV.

Officers

Section 4.1: Number of Officers

The officers of the FOWT shall consist of a Chair, Vice-Chair, Secretary, and Treasurer who shall be members of the Board of Directors (hereinafter “Board”) along with other positions as subsequently created by the Board. All members shall serve without compensation.

Section 4.2: Nomination of Officers

A Nominating Committee consisting of the Chair and two or more members of the Board selected by the Board shall meet no less often than two years to nominate a slate of officers.

Section 4.3: Election

The election of the officers shall occur at the first general board meeting following the meeting of the Nominating Committee.

Section 4.4: Term of Office

The officers described in this session shall serve a term of two years and shall not serve more than three successive terms in the same office.

Section4.5: Vacancy in Office

A vacancy in any office shall be filled in the manner prescribed in the Bylaws for regular election to such office.

Section 4.6: Chairman

The Chairman shall be the principal elected officer of the Corporation. He or she shall preside at all meetings of the Directors, shall serve as an ex-officio member of all committees, and shall have such other powers and duties as may be prescribed from time to time by the Board of Directors.

Section 4.7: Vice Chair

In the event the Chair is unable to serve, the Vice Chair shall perform the duties of the Chair.

Section 4.8: Secretary

The Secretary shall keep, or cause to be kept, a book of minutes at the principal office of all meetings of the Board and members.

Section 4.9: Treasurer

The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties, financialand business transactions of the FOWT. The Treasurer may not be a National Park Service employee.

Section 4.10: Executive Director

The Board of Directorsmay employ a salaried staff executive who shall have the title of Executive Director and whose terms and conditions of employment shall be specified by the Board.

The Executive Director shall be the chief executive and operating officer of the Corporation. He or she shall be responsible for all the day-to-day management functions. He or she shall manage and direct all activities of the Corporation in accordance with policies established by the Board of Directors and shall be responsible to the Board. Within his or her authority, and in the course of his or her duties he or she shall (a) employ and discharge all members of the staff necessary to carry on the work of the Corporation, and fix their compensation within the approved budget; and (b) define the duties of the staff, supervise their performance, and establish titles, and delegate those responsibilities of management as shall, in his or her best judgment, be in the best interest of the Corporation.

He or she shall attend all meetings of the Board of Directors, the Executive Committee and all other committees, serving as an ex-officio member, without a vote. He or she may be excused at meetings called to review his or her performance and/or compensation.

Article V.

Board of Directors

Section 5.1: Powers and Authority

(a)Subject to the limitation of the Articles of Incorporation, the Bylaws, and of the Virginia Nonstock Corporation Act, and subject to the duties of Directors as prescribed by these Bylaws, all corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be controlled by, the Board of Directors.

(b)So long as the Board of Directors shall be the sole class of voting members of the Corporation, any action which requires approval of the members or approval of a majority of the members pursuant to Title 13 of the Code of the Commonwealth of Virginia shall require only the approval of the Board.

(c)Without limiting the provisions of 4.1(a) and (b), the Board of Directors shall hold the power to levy dues and assessments, to select and remove all officers, agents, employees and contractors, and to fix reasonable compensation as appropriate, to authorize and empower officers or agents to enter into contracts and other commitments on behalf of the Corporation, and to appoint and delegate responsibilities and authority to committees, officers and agents.

(d)On behalf of the FOWT, the Board of Directors may accept donations of real property; it may also decline to accept such property as it may deem inappropriate or potentially burdensome.

Section 5.2: Composition and Number

The Board of the FOWT shall include representatives from the community served by the Wolf Trap National Park for the Performing Arts. The number of Directors of the Corporation shall be not less than seven until changed by a duly adopted amendment to this Bylaw section.

Section 5.3: Board Appointment

Candidates for appointment to the Board shall be selected by a Nominating Committee consisting of the Chair, and two or more members of the Board. New Directors must be approved by majority vote of the Board.

Section 5.4: Term of Office

Directors shall hold office for initial terms of three (3) years, or until their successors have duly taken office, and shall not serve more than three (3) consecutive terms. After completion of three (3) consecutive terms, a Director will be given emeritus status. After one (1) year of emeritus status, a Director may be re-nominated to the Board. Length of terms and appointment dates may be staggered by a majority decision of the Board to avoid all terms expiring at the same time.

Section 5.5: Resignation (NEW)

Any Director of the corporation may resign at any time by giving written notice to the Chair or the Secretary of the Corporation. Such resignation shall take effect at the date of the receipt of such notice or at any later time unless otherwise specified by these Bylaws, the acceptance of such resignation shall not be necessary to make it effective.

Section 5.6: Removal (NEW)

Any officer, committee member, employee or other agent of the Corporation may be removed, either for or without cause, by the Board or other authority of the Corporation which elected, retained or appointed such officer, committee or other agent whenever in the judgment of such authority the best interests of the Corporation shall be served by that action of removal, but such removal shall be without prejudice to the contract rights of any person so removed.

Section 5.7: Vacancies

(a) Vacancies on the Board of Directors shall exist:

(1) Whenever the number of authorized Directors is increased;

(2) Upon the expiration of the term of any Director, or

(3) Upon the resignation, removal, or death of any Director.

(b) Vacancies on the Board may be filled by the recommendation of the Board Nominating Committee, as established by the Board, and with the approval of the majority of the remaining members of the Board. Upon the recommendation of the Chair of the Board of Directors, the person so appointed shall hold office for the unexpired term of his predecessor; however when filling a newly opened position (due to Board expansion or expiration of a predecessor's term), the person shall serve the regular term of office.

Section 5.8: Procedure and Order of Regular Meetings

There shall be regular meetings of the Board at a date and time as designated by the Board. The General Superintendent or a designate of the Wolf Trap National Park may attend regular meetings of the Board in a non-voting capacity, but shall be excused upon the request of the Chair. Notification of the meeting may be made either in person or by virtual means. Unless previously agreed to by a majority of the current Board members, under no circumstance may a regular meeting be called with less than fifteen calendar days of notification to the members of the Board.

Section 5.9: Special Meetings

In addition, the Chair, or majority of the Board, may call a special meeting of the Board by written notice as specified in Section 7 to all Directors at least ten calendar days prior to the special meeting. The General Superintendent of the Wolf Trap National Parkmay attend special meetings of the Board in a non-voting capacity, but will be excused upon the request of the Chair.

Section 5.10: Quorum

At all meetings of the Board, one-half plus one of the total current number of Directors, but never less than fourif the number of current Directors drops below seven, shall constitute a quorum. Every Director shall be entitled to one vote.

Except as otherwise provided in these Bylaws or in the Articles of Incorporation of this Corporation, or by law, no business shall be considered by the Board at any meeting at which a quorumis not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn.

The Directors present in person, or virtually by telephone, videoconference or other means as approved by the Board, at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting due to a withdrawal of Directors from the meeting. This is permitted provided that any action taken after such a loss of a quorum must beapproved by at least a majority of the required quorum for such meeting or such greater percentage as may be required law, or the Articles of Incorporation or Bylaws of this Corporation.

Section 5.11: Majority Action as Board Action

Every action or decision made by a majority of the Directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless the Articles of Incorporation or Bylaws of this Corporation require a greater percentage or different voting rules for approval of a matter by the Board.

Section 5.12: Action without Meeting

Any action which, under any provision of the, may be taken at a meeting of the members, may be taken without a meeting if authorized by a writing signed by all of the persons who would be entitled to vote upon such action at a meeting, and filed with the Secretary of the Corporation.

Section 5.13: Unexcused Absences

Any Board member having two unexcused absences in a year will be automatically dropped from the Board. Validation of excused absences, including those related to an emergency,will be determined by the Board and incorporated in the minutes of the meetings.

Section 5.14: Fees and Compensation

Directors shall not be compensated for serving on the Board of Directors. Directors shall be entitled to reimbursement of expenses incurred on behalf of the Corporation if such reimbursement is approved in advance by vote of the Board. Members of committees may receive such reimbursement for expenses as may be fixed or determined by resolution of the Board of Directors. Nothing herein shall be considered to preclude any Director from serving the Corporation in any other capacity, including as an officer, agent, employee or other designated capacity, and receiving compensation for serving in such a capacity.

Section 5.15: Interested Persons

No more than forty-nine percent (49%) of the Directors serving on the Board may be "interested persons". For the purposes of this Section, "interested persons" is defined as either:

(a) Any person currently being compensated by the Corporation for services rendered to it within the previously twelve (12) months whether as a full-time or part-time employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a Director as a Director; or

(b) Any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law or father-in-law of any such person. The provisions of this Section shall not affect the validity of enforceability of any transaction entered into by the Corporation.

Section 5.16: Standards of Conduct

Pursuant to the provisions of Title 13 Section 13.1-870 of the Virginia Nonstock Corporation Act, aDirector shall perform the duties of a Director, including duties as a member of any committee of the Board upon which the Director may serve, in good faith, in a manner such Director believes to be in the best interests of the Corporation and with such care, including reasonable inquiry, as an ordinary prudent person in a like position would use under similar circumstances.

Unless a director has knowledge or information concerning the matter in question that makes reliance unwarranted, a director is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by:

(a) One or more officers or employees of the corporation whom the director believes, in good faith, to be reliable and competent in the matters presented;

(b) Legal counsel, public accountants, or other persons as to matters the director believes, in good faith, are within the person's professional or expert competence; or

(c) A committee of the board of directors of which the director is not a member if the director believes, in good faith, that the committee merits confidence.

A director is not liable for any action taken as a director, or any failure to take any action, if he performed the duties of his office in compliance with this section.

A person alleging a violation of this section has the burden of proving the violation.

Section 5.17: Conflict of Interest (NEW-Replacing Self-Dealing Transactions)

(A)Pursuant to the provisions of Title 13, Section 871 of the Virginia Nonstock Corporation Act, a conflict of interest transaction is a transaction with the corporation in which a director of the corporation has an interest that precludes him or her from being a disinterested director. In order to effectively advance the purpose of the FOWT, it is the collective expectation of the Board of Directors on behalf of the FOWT that a director at all times while holding such position shall actively seek to avoid any conflict of interest or the perception of such a conflict of interest. Upon determination of the existence of such a conflict of interest, the director must immediately notify the Board of Directors in writing of such existence as well as their proposed resolution of the disposition of such conflict of interest. Such conflict must be resolved within a reasonable period of time but no longer than within 3 months of such notification.

A conflict of interest transaction is not voidable by the corporation solely because of the director's interest in the transaction if any one of the following is true: