Bylaws

The Bylaws of the Leavenworth Area Development Corporation, a Kansas not-for-profit corporation (the "Corporation"), pursuant to Article VII and Article VIII of the Corporation's Articles of Incorporation, as amended and restated, are amended and restated to read as follows:

PREAMBLE
The Corporation is just one of many private and public groups engaged in economic development activities within Leavenworth County and the State of Kansas. However, being a county-wide organization, the Corporation serves in many ways to coordinate or provide a link to such other groups. Like private businesses, each group has its own "specialty" or role in economic development. Locally, these groups include: (1) the Basehor Chamber of Commerce; (2) the Leavenworth-Lansing Area Chamber of Commerce and Tourism Bureau; (3) the Tonganoxie Chamber of Commerce; (4) the Leavenworth Main Street Program; (5) the Leavenworth County Port Authority; and (6) the Kansas City Area Development Council.
Successful economic development requires the combined efforts of private and public sectors, and the Corporation is supported by both. The Corporation also facilitates coordination with the Leavenworth County Port Authority, the Mid-America Regional Council, the Kansas Department of Commerce, the U.S. Small Business Administration, and other governmental agencies.

ARTICLE I—OFFICES
The principal offices and place of business of the Corporation is 1294 Eisenhower Road, Leavenworth, Kansas, or such other place or places as the Board of Directors may from time to time authorize. The Corporation, by resolution of the Board of Directors, may change the location of the registered office (or the name of the registered agent) that it has designated in the Articles of Incorporation to any other place in Leavenworth County, Kansas.

ARTICLE II—MEMBERSHIP
2.1. Qualifications. The Members of the Corporation shall be those persons, businesses, governmental subdivisions, or other organizations residing in, owning property in, or having any business, professional or occupational interest in Leavenworth County, Kansas, and meeting such other Membership criteria as may be established by the Board of Directors from time to time. The Board of Directors may also establish such Membership fees or dues as it deems necessary to fulfill the purposes of the Corporation. Membership in the Corporation shall continue until such time as the Member resigns, no longer meets the qualifications for Membership (including but not limited to the failure to pay the fees or dues established by the Board of Directors for Membership), or is otherwise terminated for cause by a majority of all of the Board of Directors. Memberships in the Corporation shall be non-transferable, except for certain proxy rights as provided for in Section 2.10.

2.2. Annual Meeting of the Members. The annual meeting of the Members of the Corporation shall be held in the fourth quarter of each calendar year for the election of Directors and for the transaction of such other business of the Corporation as may come before the meeting. Failure to hold an annual meeting as required by these Bylaws shall not work a forfeiture or dissolution of the Corporation or invalidate any action taken by the Board of Directors or officers of the Corporation.

2.3. Special Meetings of the Members. Special meetings of the Members may be called for any one or more lawful purposes by the Corporation's President (or, if the President is absent from Leavenworth County, the Vice-President), a majority of the Board of Directors, or upon the written request describing the purpose for which the meeting is to be held filed by not less than fifty percent (50%) of the Members.
2.4. Place and Time of Meeting. All meetings of the Members shall be held at the principal office of the Corporation, unless a different place in Leavenworth County, Kansas, is specified in the notice of the meeting. The hour at which any meeting is to be held shall be fixed by whomever calls the meeting, and shall be stated in the notice of the meeting.

2.5. Notice of Meeting. Written notice stating the place, day and hour of the meeting (and in case of special meetings, the purpose or purposes for which the meeting is called) shall, unless otherwise prescribed by law, be given, either personally or by mail, not less than ten (10) days nor more than sixty (60) days before the date of the meeting to each Member of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited into the United States mail, addressed to the Member at its address as it appears in the records of the Corporation, with postage thereon prepaid. Notice need not be given of any adjourned Members' meeting if the time and place are announced at the meeting from which adjournment is taken, except that if the adjournment is for more than thirty (30) days, or if after the adjournment a new record date for the Members is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each Member of record entitled to vote at the meeting.

2.6. Quorum. The presence, in person or by proxy, at any regular or special meeting of a majority of the Members of the Corporation shall constitute a quorum for the transaction of business; provided that, if no such quorum is present, then the presence, in person or by proxy, of a majority of the Board of Directors of the Corporation shall constitute such a quorum, provided that the notice provisions of this Article II have otherwise been complied with. The Members present at a meeting in which a quorum is present may continue to do business until adjournment, despite the withdrawal of enough Members to leave less than a quorum. In the absence of a quorum, a majority of the Members present may adjourn the meeting until a sufficient number of Members are present.

2.7. Presiding Officer and Minutes. Meetings of the Members shall be presided over by the President, or if the President is not present, by the Vice President, or if neither the President nor Vice President is present, by a chairperson to be chosen by a majority of the Members entitled to vote at the meeting who are present in person or by their duly designated representatives. The Secretary of the Corporation, or if the Secretary is absent or required under this section to act as chairperson, the person whom the chairperson of the meeting shall appoint to act as Secretary of the meeting, shall keep the minutes.

2.8. Order of Business. The order of business at each meeting shall be determined by the presiding officer of such meeting.

2.9. Voting. Each Member of the Corporation in good standing shall be granted one (1) vote for the election of Directors and for all other matters properly coming before the annual or any special meeting of the Members. When a quorum is present at any meeting, the vote of a majority of the Members present in person or by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of law or of the Articles of Incorporation, a different vote is required, in which case such express provision shall govern and control the decision on such question.

2.10 Proxies. Every Member entitled to vote shall have the right to do so either in person or by one or more agents authorized by a written proxy executed by or on behalf of such Member and filed with the Secretary of the Corporation.

2.11 Action by Consent. Any action which is required to be or may be taken at a meeting of the Members may be taken without a meeting if one or more written consents, describing the action so taken, are signed by all of the Members and included in the minutes filed with the corporate records reflecting the action taken.

ARTICLE III—BOARD OF DIRECTORS
3.1. Powers and Limitations of the Board. Subject to the limitations of the Articles of Incorporation, these Bylaws (including Article V), and applicable law, the property and affairs of the Corporation shall be managed by the Board of Directors, and the Board of Directors shall have all those powers necessary to supervise, control, direct and manage the same, including the following:

(a) to amend or repeal the Articles of the Corporation or the Bylaws of the Corporation;
(b) to select and remove the Officers, agents, and employees of the Corporation, prescribe such powers for them as may not be inconsistent with the Articles of Incorporation, the Bylaws or applicable law, fix their compensation, and require from them security for faithful service;
(c) to determine the policies of the Corporation and to make such rules and regulations for the operation of the Corporation as it deems necessary but that are not inconsistent with the Articles of Incorporation, the Bylaws, or applicable law;
(d) to borrow money, incur indebtedness, and pledge the assets of the Corporation for the purposes of the Corporation (including to secure the debt of other persons or entities), and to cause to be executed and delivered therefore, in the name of the Corporation, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, or other evidences of debt and securities therefore; and
(e) to appoint an Executive Committee and other committees, and to delegate to such committees any of the powers and authority of the Board and the management of the conduct and affairs of the Corporation, except the powers to adopt, amend or repeal the Bylaws;
provided, however, that the Board of Directors shall not cause the Corporation to carry on any activities, unless insubstantial in nature, that are not in furtherance of the purposes of the Corporation or the public interest; and further provided that, the Board of Directors shall not cause nor permit the Corporation to advocate or participate in the passage or defeat of any legislation unrelated to the purposes of the Corporation, nor the election or defeat of any candidate for public office.

3.2. Number and Qualification of Directors. The Board of Directors of this Corporation shall consist of not less than fourteen (14) nor more than twenty-two (22) Directors. The exact number of Directors shall be determined by resolution of the Board of Directors prior to each annual meeting of the Members; provided that, no reduction of the authorized number of Directors shall have the effect of removing any Director prior to the expiration of the Director's term of office. Directors (or the entities which such Directors represent), other than those serving as Ex-Officio Directors, must be Members of the Corporation. In the event any Director (or the entity which such Director represents) ceases to qualify as a Member of the Corporation during his or her term as a Director, such Director shall be automatically removed from the Board of Directors and the vacancy so created shall be filled pursuant to the Bylaws.

3.3 Election of Directors and Term of Office. Each Director shall be elected by the Members at an annual meeting thereof; provided that, the Mayors of the City of Leavenworth, the City of Lansing, the City Basehor, and the City of Tonganoxie and the Chairpersons of the Leavenworth County Commission and the Leavenworth County Port Authority shall serve as Permanent Directors if the entities which they represent are otherwise Members of the Corporation as of the date the Directors are elected. Each Director shall serve until his or her successor has been elected and qualified, until such Director resigns from his or her position on the Board, or in the case of a Permanent Director, until his or her elected term expires or position appointment ends. The Directors shall be elected to serve staggered three (3) year terms such that only one-third (1/3) of all Directors are elected in any particular year. There shall be no limit to the number of terms any Director may serve.

3.4. Resignation. Any Director may resign at any time by giving written notice thereof to the President of the Corporation. Such resignation shall take effect at the time specified therein and, unless otherwise specified therein, acceptance by the Corporation of such resignation shall not be necessary.

3.5. Removal. Any Director may be removed at any regular or special meeting of the Directors by a two-thirds (2/3) vote of all of the Directors or, at the Member's annual meeting, by a two-thirds (2/3) vote of all of the Members (if such Director is not otherwise up for election).

3.6. Vacancies. Vacancies in membership of the Board of Directors resulting from any cause shall be filled by majority vote of the remaining Directors present at any regular or special meeting of the Board of Directors (provided that quorum requirements have otherwise been met). The Director so elected shall serve during the unexpired term.

3.7 Ex-Officio Directors. The Board of Directors may, from time to time, appoint honorary Ex-Officio Directors of the Board, which Ex-Officio Directors shall have a voice in all matters but shall not have a vote on any issue. Notwithstanding the foregoing, and unless specifically elected by the Members of the Corporation as full Directors of the Corporation, the following persons shall serve as Ex-Officio Directors of the Board:

(a) The Presidents of the Leavenworth-Lansing Area Chamber of Commerce, the Basehor Chamber of Commerce, and the Tonganoxie Chamber of Commerce;
(b) the Executive Director of the Leavenworth-Lansing Area Chamber of Commerce ;
(c) the respective Economic Development Administrators for the City of Lansing and the City of Leavenworth; and
(d) the Executive Director of the Leavenworth Main Street Program, Inc.

3.8. Regular Meetings. The Board of Directors shall meet as often as it deems necessary, but not less than once per calendar quarter; provided that, a regular annual meeting of the Board of Directors shall be held immediately following each meeting of the Members for the purpose of organization, election of Officers, and the transaction of other business. Regular meetings may be held at such dates, times, and places within Leavenworth County as the Board may determine from time to time, with or without notice, or in accordance with a schedule established by the Board from time to time. Notice of the regular meeting of the Board of Directors immediately following each annual meeting is hereby dispensed with.

3.9. Special Meetings. Special meetings of the Directors may be called for any one or more lawful purposes by the Corporation's President (or, if the President is absent from Leavenworth County, the Vice-President) or by any three Directors. Reasonable notice of the time and place of any special meeting shall be given orally or in writing to each Director.

3.10 Quorum and Voting. The presence, in person or by proxy, at any regular or special meeting of a majority of the Directors of the Corporation shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the Directors entitled to vote present at any meeting duly held at which a quorum is present shall be regarded as an act of the Board of Directors, unless a greater number be required by the Articles of Incorporation, the Bylaws, or applicable law. The Directors present at a meeting in which a quorum is present may continue to do business until adjournment, despite the withdrawal of enough Directors to leave less than a quorum. In the absence of a quorum, a majority of the Directors present may adjourn the meeting until a sufficient number of Directors are present.

3.11 Proxies. The Corporation expects that each Director will make every effort to be present, in person, at each annual, special, and regular meeting of the Directors. Notwithstanding the foregoing, every Director entitled to vote shall have the right to do so either in person or by one or more agents authorized by a written proxy executed by or on behalf of such Director and filed with the Secretary of the Corporation.

3.12 Action by Consent. Any action which is required to be or may be taken at a meeting of the Board may be taken without a meeting if one or more written consents, describing the action so taken, are signed by all of the members of the Board and included in the minutes filed with the corporate records reflecting the action taken.

3.13 Compensation. Directors shall not receive any compensation or salary whatsoever for their services as such; provided that nothing herein contained shall be construed to preclude any Director from providing goods or services to the Corporation in any other capacity and receiving compensation therefore.

ARTICLE IV—OFFICERS
4.1 Officers. The Officers of the Corporation shall be a President, a Vice-President, a Treasurer, and a Secretary, and such other officers as may be elected or appointed in accordance with the provisions of the Bylaws.

4.2 Election of Officers and Term of Office. The Officers of the Corporation shall be chosen annually by the Board of Directors from its numbers; provided that, the Executive Director of the Corporation shall serve as Secretary. Each Officer shall hold the respective office for a term of one (1) year ending December 31 of each year, until such Officer's successors are elected, or until such Officer's death, resignation, or removal, whichever first occurs.

4.3 Resignation. Any Officer may resign at any time by giving written notice thereof to the President of the Corporation (or, in the case of the President, to the Secretary). Such resignation shall take effect at the time specified therein and, unless otherwise specified therein, acceptance by the Corporation of such resignation shall not be necessary.

4.4 Removal. Any Officer may be removed at any regular or special meeting of the Directors by a majority of all of the Directors whenever, in their judgment, the best interests of the Corporation would be served thereby; provided that, removal shall be without prejudice to the contract rights, if any, of the Officer so removed.

4.5 Vacancies. Vacancies in any offices resulting from any cause shall be filled by majority vote of the Directors present at any regular or special meeting of the Board of Directors (provided that quorum requirements have otherwise been met). The Officer so elected shall serve during the unexpired term.

4.6 The President. The President shall preside at all meetings of the Board of Directors and the Executive Committee. The President shall serve as an ex-officio member of all committees, if not otherwise named as a full member, and shall have the power to call committee meetings. The President shall also perform all of the duties incident to the Office of President and such duties as may from time to time be requested by the Board of Directors from time to time.

4.7 The Vice President. The Vice President shall preside at all meetings in the absence of the President. In the event of the death or incapacity of the President, the Vice-President shall exercise all the power and duties granted to the President above. The Vice-President shall also perform all of the duties incident to the Office of Vice-President and such duties as may from time to time be requested by the President or by the Board of Directors from time to time.

4.8 The Treasurer. The Treasurer shall: have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts from monies due and payable to the Corporation from any source whatsoever; deposit all such monies in the name of the Corporation in such banks, trust companies or other depositories as shall be selected by the Board of Directors from time to time; and perform all of the duties incident to the Office of Treasurer and such duties as may from time to time be requested by the President or by the Board of Directors from time to time.

4.9 The Secretary. The Secretary shall: keep, or cause to be kept, at the principal office, correct and complete books and records of account and minutes of all meetings of the Members, the Board of Directors, and the Executive Committee; record all votes; keep a current listing of the name and last known address of each of the Members and each of the Directors; serve proper notice of all meetings of the Members and of the Board; perform all of the duties incident to the Office of Secretary and such duties as may from time to time be requested by the President or by the Board of Directors from time to time.

4.10 Fidelity Bond. The Board of Directors may require that any Officer of the Corporation, or any person providing services on behalf of such Officer, be bonded.
4.11 Compensation. Officers shall not receive any compensation or salary whatsoever for their services as such; provided that nothing herein contained shall be construed to preclude any Officer from providing goods or services to the Corporation in any other capacity and receiving compensation therefore.

ARTICLE V—COMMITTEES
5.1 Executive Committee.

(a) There shall be an Executive Committee composed of the President, the Vice-President, the Treasurer, the Secretary, the immediate-past President, and one (1) at-large member to be elected by the Board of Directors from its numbers at such time as it elects Officers of the Corporation for each year; provided that, the Secretary shall be a non-voting ex-officio member of the Executive Committee; and further provided that, if the immediate-past President shall have resigned or been removed from office, or ceases to be a Director of the Corporation, or is deceased or otherwise unavailable to serve, then the Board of Directors shall elect a second at-large member from its numbers.
(b) The past-President or any at-large member of the Executive Committee may be removed at any regular or special meeting of the Directors by a majority of all of the Directors whenever, in their judgment, the best interests of the Corporation would be served thereby. Vacancies in the past-President or at-large Executive Committee roles resulting from any cause shall be filled by majority vote of the Directors present at any regular or special meeting of the Board of Directors (provided that quorum requirements have otherwise been met). The Executive Committee-Person so elected shall serve during the unexpired term.
(c) The Executive Committee shall have the power and authority to act for and on behalf of the Board of Directors in regard to any matter concerning the operation of the Corporation between regular meetings of the Board. The Executive Committee shall also have and exercise such other powers, duties, and responsibilities as may be delegated by the Board of Directors from time to time. The Executive Committee shall submit regular reports or minutes to the Board describing the recent activities of the Executive Committee and calling attention to any matters which may require notice to be given or action to be taken.

5.2 Nominating Committee. There shall be a Nominating Committee whose functions shall be: (a) to identify and qualify potential new Board members; (b) to prepare a written slate of candidates for election to the Board of Directors and offices; and (c) to report its recommended nominees to the Members no less than thirty (30) days prior to the date of the annual meeting of the Members. The Nominating Committee shall be composed of not less than three (3) members of the Board of Directors who shall be appointed annually by the President.

5.3 Other Committees. The Board of Directors or the Executive Committee may create such other standing or special committees as they deem desirable and delegate to them such powers, duties, and responsibilities, and such budget, consistent with law or the Bylaws, as may be stated in the resolution creating the committee. The President may and shall appoint any person or persons to serve as committee-persons; provided that, any committee of the Board authorized to exercise the powers and authority of the Board of Directors shall consist of one (1) or more Directors of the Corporation, and any other non-Directors appointed shall serve only in an advisory capacity. Directors and other persons so appointed shall serve at the pleasure of the President; provided that, the term of any committee appointment shall not exceed the term of the appointing President, unless otherwise approved by the Board of Directors from time to time. Committees shall keep correct and complete minutes of meetings of the committee, and submit regular reports of their proceedings to the Board. Committees shall be discharged by the Board of Directors or the Executive Committee when their work has been completed and reports have been accepted.

5.4 Quorum and Voting. A majority of the total number of those persons appointed to any one committee (including the Executive Committee and the Nominating Committee) shall be necessary to constitute a quorum for the transaction of business, except to adjourn as hereinafter provided. Every act or decision done or made by a majority of the persons entitled to vote present at any meeting duly held at which a quorum is present shall be regarded as an act of the committee, unless a greater number be required by the Articles of Incorporation, the Bylaws, or applicable law. The committee-persons present at a meeting in which a quorum is present may continue to do business until adjournment, despite the withdrawal of enough committee-persons to leave less than a quorum. In the absence of a quorum, a majority of the committee-persons present may adjourn the meeting until a sufficient number of committee-persons are present.

5.5 Action by Consent. Any action which is required to be or may be taken at a meeting of any committee (including that of the Executive Committee and the Nominating Committee) may be taken without a meeting if one or more written consents, describing the action so taken, are signed by all of the members of the committee and included in the minutes filed with the corporate records reflecting the action taken.

ARTICLE VI—EXECUTIVE DIRECTOR AND OTHER STAFF
6.1 Executive Director. The Corporation shall employ a full-time Executive Director who shall be responsible for overseeing the day-to-day operations of the Corporation and promoting the Corporation's purposes. Without limiting the generality of the foregoing, the Executive Director shall have the following specific powers, duties, and responsibilities:

(a) The Executive Director shall work with the Board and any appropriate committees thereof to develop, adopt, and improve suitable policies for the effective management of the Corporation.
(b) The Executive Director, with appropriate oversight from the Executive Committee and the Board, shall be responsible for developing an annual budget for the Corporation.
(c) The Executive Director shall be responsible for the general oversight and supervision of all employees of the Corporation. In connection with this responsibility, the Executive Director shall have the power and authority to make all decisions, in accordance with the policies and budgets approved by the Board, with respect to employment and appropriate compensation of the other personnel and staff of the Corporation.
(d) The Executive Director shall submit regular reports to the Board and the Executive Committee describing the recent activities and current financial circumstances of the Corporation and calling attention to any matters which may require notice to be given or action to be taken.

ARTICLE VII—INDEMNIFICATION OF DIRECTORS AND OFFICERS
7.1 General Indemnity. The Corporation shall indemnify any person who was or is a party or who is threatened to be made a party to any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative (other than an action by or in the name of the Corporation) by reason of the fact that such person is or was a Director, Officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director or Officer of another corporation, partnership, joint venture, trust or other enterprise, against the expenses (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonable incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe such person's conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person's conduct was unlawful.

7.2 Mandatory Indemnification of Expenses. To the extent that a person who is a Director or Officer of the Corporation or who is a Director or Officer of another corporation, partnership, joint venture, trust or other enterprise in which such person is serving at the request of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 7.1, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorney's fees) actually and reasonably incurred by such person in connection therewith.

7.3 Board Determination. Any indemnification under Sections 7.1 or 7.2 (unless ordered by a Court) shall be made by the Corporation upon a determination that indemnification of the Director or Officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in this Article VII. Such determination shall be made: (a) by a majority vote of a quorum of the Directors who were not parties to such action, suit or proceeding; or (b) if such a quorum is not obtainable, or even if obtainable, if a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion.

7.4 Advancement of Expenses. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation (or its designated agent) in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors upon receipt of any undertaking by or on behalf of the Director or Officer to repay such amount unless it shall ultimately be determined that such person is entitled to be indemnified by the Corporation as authorized in this Article VII.
7.5 Other Employees or Agents. Persons who are not Directors or Officers of the Corporation but are employees or agents of the Corporation or are serving at the request of the Corporation as employees or agents of another Corporation, partnership, joint venture, trust or enterprise, may be indemnified to the extent authorized at any time, or from time to time, by the Board of Directors of the Corporation.

7.6 Nonexclusive Right. The indemnification provided by this Article VII shall not be deemed exclusive of any other rights to which any person indemnified may be entitled under any agreement, vote of disinterested Directors, or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office, and shall continue as to a person who had ceased to be a Director of Officer and shall inure to the benefit of the heirs, executors, and administrators of such a person.

7.7 Assumption of Office; Amendment. The assumption of a person of a term of office as a Director or Officer of the Corporation or, at the request of the Corporation, as a Director or Officer of another corporation, partnership, joint venture, trust or other enterprise, shall constitute a contract between such person and the Corporation entitling such person during such term of office to all of the rights and privileges of indemnification afforded by this Article VII as in effect as of the date of such person's assumption of the term of office, but such contract shall not prevent the amendment of this Article in respect to any future term of office of such person or in respect of any other person.

7.8 Insurance. The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a Director, Officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, Officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprises against any liability asserted against such person and incurred by such person in any such capacity, or rising out of such person's status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of the Bylaws or under the provisions of any law of the State of Kansas.

ARTICLE VIII—MISCELLANEOUS PROVISIONS
8.1 Fiscal Year. The fiscal year of the Corporation shall begin on January 1 of each calendar year and end on the 31st of December.

8.2 Contracts and Loans. The Board of Directors may authorize any Officer or Officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances; and unless so authorized by the Board of Directors (but except to the extent the Executive Committee or the Executive Director is so authorized by the Bylaws), no Officer, agent, or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose in any amount. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. The Corporation shall not loan money to any Director, Officer, or employee of the Corporation.

8.3 Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes or other evidence 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.

8.4 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 depositories as the Board of Directors may select.

8.5 Conflicts of Interest. No contract or transaction between the Corporation and one or more of its Directors (including Ex-Officio Directors), Officers, committee-persons, or employees or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its Directors, Officers, committee-persons, or employees are directors or officers, or have a financial interest, shall be made or entered into unless the material facts as to such Director's or Officer's relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the Executive Committee, and the Board or Executive Committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested Directors or committee-persons, even though the disinterested Directors or committee-persons be less than a quorum; provided that, common or interested Directors, Officers, or committee-persons may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorized the contract or transaction.

8.6 Meetings by Conference Telephone or Similar Communications. A Member, Director, or committee-person may participate in a regular or special meeting of the Members, the Board of Directors, or any committee, as the case may be, by any means of communication whereby all persons participating in the meeting can simultaneously hear each other, and participation in a meeting in such manner shall constitute presence in person at such meeting.

8.7 Amendments. These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a majority of the Directors at any regular or special meeting of the Board of Directors.

CERTIFICATE OF SECRETARY
I, William Petrie, the duly elected and acting President of the Leavenworth Area Development Corporation, and I, Lynn A. McClure, the acting Secretary of the Corporation, hereby certify that the above and foregoing is a true and complete copy of the Bylaws of the Corporation as adopted by the Directors as of the 10th day of November, 2005.
By: William Petrie, President
ATTEST:
By:
Lynn A. McClure, Secretary