AMENDED AND RESTATED BYLAWS OF THE FOUNDATION FOR THE PROVO-JORDAN RIVER PARKWAY A Utah Non-Profit Corporation ARTICLE

I OFFICES The principal offices of the Corporation in the State of Utah shall be located in Salt Lake County, Utah. The Corporation may have such other offices, either within or without the State of Utah, as the activities of the Board of Directors may designate or as the Corporation may from time to time require. ARTICLE II MANGEMENT AND CONTROL Section 1. Management. The management and control of the affairs of this Corporation shall be vested in its Board of Directors. Section 2. Funds. Any funds or property contributed to and accepted by the Corporation shall be held, administered and disbursed or disposed of as the donor may direct, provided that any such direction is consistent with the Corporation's purposes. Absent any such specific direction, such funds or property shall be held, administered and disbursed or disposed of solely for the purposes of the Corporation as set forth in the Articles of Incorporation. ARTICLE III DIRECTORS Section 1. Number, Tenure, Election. The Board of Directors shall consist of from 3 to 25 Members. The Board of Directors is divided into three (3) classes of substantially equal size. One such class served for a term expiring the 1st day of July, 1980, another class for a term expiring the 1st day of July, 1981, and a third class for a term expiring on the 1st day of July, 1982. As the Directors terms expire, their successors have, been and shall continue to be elected at the meeting of the Board of

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Directors immediately preceding the date of such expiration by a majority vote of a quorum of the Board of Directors and such successors shall serve for a term of three (3) years. Additional Directors may be elected by a majority vote of a quorum of the Board of Directors, not to exceed a total Membership of 25; and additional Directors shall at the time be designated within one of the classes designated at the time of election. Any Director shall be eligible for re-election. Notwithstanding the expiration of 'the term of any Director, each shall serve until his or her successor is elected. Section 2. Meetings. Meetings of Members of the Board of Directors shall be held quarterly, or more frequently as needed and when called for by resolution of the Board or by the President; and it shall be the duty of the Secretary to prepare and give notice thereof as hereinafter required. Meetings of the Board may be held at any place or outside the State of Utah as determined by the Board of Directors. Section 3. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any three (3) Directors, upon written notice, as hereinafter provided. Section 4. Notice.Notice of all meetings shall be given at least five (5) days prior thereto by written notice delivered personally or mailed to each Director at his or here residence address or business address. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in sealed envelope so addressed with postage thereon prepaid.. Any Director at any meeting may waive notice of any meeting. The attendance of a Director at any 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 convene. All notices of meetings of the Board of Directors shall state briefly the purpose of the meeting and the specific items of business proposed to be transacted, including any proposal to accept any donations or conveyance, or enter into any obligation or contract. Section 5. Quorum. One-third (1/3) of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. If fewer than one-third (1/3) of the Directors are present at said meeting, a majority of the Directors present may adjourn the meeting from time without further notice. Section 6. Voting. At all meetings of the Board of Directors, each Director shall have one (1) vote. 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 number is required by law, or by the Articles of Incorporation, or by these Bylaws with specified actions. Section 7. Vacancies. In case of the death or resignation or disqualification of one or more of the Directors, a majority vacancy of or a quorum of the remaining Directors may fill the unexpired term so vacated.

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Section 8. Presumption of Assent. A Director who is present at a meeting of the Board of' Directors at which action on any corporate matter is taken, shall be presumed to have assented to the action taken unless that Director's dissent is entered in the minutes of the meeting or unless he or she shall file written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent, by registered or certified mail, to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action. ARTICLE IV MEMBERSHIP Section 1. Qualification. The Membership in the Corporation shall consist of the Members of the Board of Directors and Members of the general public who join the Corporation by paying such Membership fees and/or annual dues as determined by the Board of Directors. Section 2. Notice. Notice of all meetings shall be given at least five (5) days prior thereto by written notice delivered personally or mailed to each Member at his residence address or business address, published in a newspaper of general circulation in Salt Lake County, Utah, and in Utah County, Utah, or such other method permitted by law. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed with postage thereon prepaid. All notices of meetings of Members shall state briefly the purpose of the meeting and the specific items of business proposed to be transacted. ARTICLE V OFFICERS Section 1. Number. The officers of the Corporation shall be: President, Vice-President, Secretary, Treasurer, and such assistant Secretaries as the President shall determine. Any officer may hold more than one (1) office, except that the offices of President and Secretary shall not be held by the same person. Section 2. Election. All officers of the Corporation shall be elected annually by the Board of Directors at an annual meeting, the time and place of which shall be determined by the Board of Directors. Each officer shall hold office for the term of one year or until his or her successors shall have duly elected and shall have qualified or until his or her death or until he or she shall resign or shall have been removed as provided in these Bylaws. Officers need not be Members of the Board of Directors.

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The Board may appoint such other officers, agents, and employees as it shall deem necessary and who shall have such authority and shall perform such duties as from time to time shall be prescribed by the Board. Section 3. Duties of Officers. Corporation shall be as follows: The duties and powers of the officers of the

PRESIDENT The President shall be the principal executive officer of the Corporation to carry out the directions and resolutions of the Board of Directors. The President shall preside at all meetings of the Members and of the Board of Directors. The President shall: cause to be called regular and special meetings of the Members and Directors in accordance with these Bylaws; sign and make all contracts and agreements in the name of the Corporation, subject to the approval of the Board of Directors; provide that the books, reports, statements and certificates required by the statutes are properly kept, made, and filed according to law; sign all Membership certificates, notes, drafts, or other orders for the payment of money duly drawn by the Treasurer; and enforce these Bylaws and perform all the duties incident to the position and office, and which are required by law; and in general, perform all administrative duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time-to-time. VICE-PRESIDENT During the absence or inability of the President to render and perform his or her duties or exercise his or her powers, as set forth in these Bylaws or in the statutes under which the Corporation is organized, the same shall be performed and exercised by the Vice-President and, when so acting, the Vice-President shall have all the powers and be subject to all the responsibilities hereby given to or imposed upon such President. SECRETARY The Secretary shall keep the minutes of the meetings of the Board of Directors and of the Members in appropriate books; shall give and serve all notices of the Corporation; and shall be custodian of the records. The Secretary shall also present to the Board of Directors at their meetings all communications addressed to the Secretary officially, by the President, or any officer, Director or Member of the Corporation; and shall attend to all correspondence and perform all the duties incident to the office of Secretary. TREASURER The Treasurer shall: have the care and custody of and be responsible for all the funds of the Corporation; deposit all such funds in the name of the Corporation in such bank or banks, trust company or trust companies, or safe deposit vaults as the Board of Directors may designate; exhibit at all reasonable times the Corporation's books and accounts to any Director or Member of the Corporation upon application at the office of the Corporation during business hours; render a statement of the conditions of the finances of the Corporation at each regular meeting of the Board of Directors and at such

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other times as shall be required, as well as a full financial report at the annual meeting of the shareholders; keep, at the office of the Corporation, correct books of account of all its business and transactions and such other books of account as the Board of Directors may require; and do and perform all duties appertaining to the office of Treasurer. Section 4. Committees. The Board of Directors may appoint among its own Members and/or any persons not Members of the Board of Directors or an officer, such committees as the Board of Directors may determine which shall, in each case, consist of no fewer than two people and shall have all powers and duties as shall from time-to-time be prescribed by the Board. Section 5. Bond. The Treasurer shall, if required by the Board of Directors, give to the Corporation such security for the faithful discharge of his or her duties as the Board may direct. Section 6. Vacancies, How Filled. All vacancies in any office shall be filled by the Board of Directors without undue delay, either at its regular meeting or at a meeting specifically called for that purpose. In the case of the absence of any officer of the Corporation, or for any reason that the Board of Directors may deem sufficient, the Board may, except as specifically otherwise provided in these Bylaws, delegate the power or duties of such officers to any other officer or Director for the time being; provided, that a majority of the entire Board concurs therein. Section 7. Removal of Officers. The Board of Directors may remove any officer by a majority vote, at any time, with or without cause. ARTICLE VI AMENDNENTS These Bylaws may altered, amended or repealed and new Bylaws may be adopted at any meeting of the Board of Directors provided that written notice of any such proposed action shall be given to all Directors at least five (5) days prior to such meeting and upon the affirmative vote of 2/3 of the Board of Directors in the manner as is provided above or notice of special meetings. ARTICLE VII FISCAL YF.AR The fiscal year shall end the last day of December. ARTICLE VIII

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WAIVER OF NOTICE Whenever any notice is required to be given to any Member or director of the Corporation under the provisions of these Bylaws, under the Articles of Incorporation or under the provisions of the Utah Non-Profit Corporation Act and Co-Operative Association, 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 the giving of such notice. ARTICLE IX DISSOLUTION Upon the winding up and dissolution of the Corporation, after paying or adequately providing for the debts and obligations of the Corporation, the remaining assets shall be distributed to a non-profit fund, foundation or Corporation, which is organized and operated exclusively for charitable, educational or religious and/or scientific purposes and which has established a tax-exempt status under Section 501(c) (3) of the Internal Revenue Code of 1986, as amended. ADOPTED this ___ day of ______________________,1993. THE FOUNDATION FOR THE PROVO-JORDAN RIVER PARKWAY a Utah Non-Profit Corporation By ________________________________________________ Its: President CERTIFICATE OF SECRETARY I, the undersigned, do hereby certify: 1. That I am the duly elected and acting Secretary of THE FOUNDATION FOR THE PROVO-JORDAN RIVER PARKWAY, a Utah Non-Profit Corporation; and 2. That the foregoing Bylaws, comprising _________________ (___) pages, including this page, constitute the Amended and Restated Bylaws of said Corporation as duly adopted at a meeting of the Board of Directors thereof duly held on the ___ day of __________________________, 1993.

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_______________________________________________________ SECRETARY (SEAL)

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