SCRA By-Laws

2012 AMENDED AND RESTATED

BYLAWS OF THE

ST. CROIX RIVER ASSOCIATION

ARTICLE I

OBJECT, OFFICES

Section 1.01. Mission and Object. The mission of this corporation (the “Association”) is to protect, restore and celebrate the St. Croix River and its watershed.

The Association shall preserve and develop the natural beauty of the St. Croix River and its watershed, prevent pollution of its water, land and air, and maintain the area as a scenic and recreational area, and preserve its natural scenic and recreational amenities so as to assure present and future generations the benefits of this relatively unspoiled natural resource.

Section 1.02. Registered Office. The registered office of this corporation located in Minnesota shall be that as set forth in the Articles of Incorporation, or in the most recent amendment of the Articles of Incorporation, or in the most recent statement filed with the Secretary of State of Minnesota changing the registered office.

ARTICLE II

MEMBERS

Section 2.01. Admission of Members. The membership of the Association shall be one class of voting members. Any person who supports the mission of the Association may become a member by payment of the dues prescribed by the Association or in such other manner as may be prescribed by the board of directors.

Section 2.02. Meetings of Members and Election of Directors. There shall be an annual meeting in the spring, at which members shall elect directors. The board shall propose a slate of nominees. The board of directors may call additional meetings of the members at such times and places as the board may determine.

ARTICLE III

BOARD OF DIRECTORS

Section 3.01 General Powers. The property, business, and affairs of the Association shall be managed by or under the direction of the board of directors.

Section 3.02. Number, and diversity. The board shall consist of not less than fifteen nor more than twenty-one directors. The Association shall strive for diversity among its directors, representative of the states, geography, natural resources, and demographics of the watershed.

Section 3.03. Terms. Directors shall serve three-year terms, subject to the following provisions for staggered terms, and may serve for two consecutive terms. After leaving the board for one or more years, a person shall again be eligible to serve as a director. The secretary and the treasurer terms are not limited by these provisions so long as the office is held. The immediate past chair shall continue as a director until eligibility as a director expires, or two years after the end of the term as chair, whichever is greater. The terms of directors shall be staggered so that approximately one-third of the directors are elected each year. .

Section 3.04. Resignation. A director may resign at any time by giving notice to the Association. The resignation of a director is effective without acceptance when the notice is given to the Association, unless a later effective time is specified in the notice. Written notice or an electronic communication which meets the requirements of Section 3.18 may satisfy the notice requirement.

Section 3.05. Removal of Directors. A director may be removed at any time, with or without cause, by an affirmative vote of two-thirds of the board of directors.

Section 3.06. Vacancies. Any vacancy in the board of directors caused by death, resignation, removal, an increase in the number of directors, expiration of term, or any other cause, shall be filled by the affirmative vote of a majority of the directors, and the term of the director filling the vacancy shall expire at the end of the term the director is filling. Directors elected between annual meetings shall be subject to removal by the members at the next annual meeting.

Section 3.07. Time, Place and Manner of Meetings. The board of directors shall hold its meetings at such time and place, and in such manner as it may from time to time determine, including the annual meeting – see section 3.10. If the board of directors fails to select a place for a meeting or to specify that the meeting will be conducted solely through means of remote communication pursuant to Section 3.08, the meeting shall be held at the registered office.

Section 3.08. Meetings Conducted Solely Through Means of Remote Communication. The board of directors may specify that a meeting will be conducted solely through one or more means of remote communication, provided that notice is given, as specified in Section 3.13, and that the quorum requirements specified in Section 3.14 are met. Remote communication includes any communication that is accomplished by means of electronics, telephone, video, or internet conferencing, or such other means through which persons not physically present in the same location may communicate with each other on a substantially simultaneous basis. Participation in a meeting through a form of remote communication that is authorized by the board of directors constitutes personal presence at the meeting.

Section 3.09. Attendance and Participation in Meetings by Means of Remote Communication. The board of directors may authorize individual attendance and participation by board members at meetings through one or more means of remote communication. Participation in a meeting through a form of remote communication authorized by the board of directors constitutes personal presence at the meeting.

Section 3.10. Annual Meeting. The annual meeting of the board of directors of the Association shall be held in the spring of each calendar year. In odd-numbered years, at this meeting the board shall elect officers.

Section 3.11. Regular Meetings. Regular meetings of the board of directors shall be held from time to time, at such times and places and in such manner as the board may determine.

Section 3.12. Special Meetings. Special meetings of the board of directors shall be held whenever called by the chair or the vice-chair or by at least five directors, and shall be held at such times and places and in such manner as the board may determine.

Section 3.13. Notice. Notice of a meeting shall be mailed to each director, addressed to the director at his or her residence or usual place of business at least five days before the day on which the meeting is to be held, or delivered personally or by telephone, facsimile transmission, or electronic communication which meets the requirements of Section 3.18, not later than two days before the day on which the meeting is to be held, however, notice need not be given if the date, time and place of the meeting were announced at a previous board meeting. The notice shall state the time, place and manner of the meeting, but need not state the purposes thereof. Notice will be deemed waived by any director who attends the meeting in person or participates in the meeting via remote communication, unless the director objects at the beginning of the meeting that the meeting is not lawfully called or convened and does not participate in the meeting. Notice also may be deemed waived if the director consents to such waiver of notice in writing or by electronic communication which meets the requirements of Section 3.18, before, after or during the meeting.

Section 3.14. Quorum. Except as otherwise provided by statute or by these Bylaws, a majority of the directors currently holding office shall be required to constitute a quorum for the transaction of business at any meeting. The act of a majority of the directors present at any duly held meeting at which a quorum is present shall be the act of the board of directors. In the absence of a quorum, a majority of the directors present may adjourn a meeting from time to time until a quorum is present. Notice of any adjourned meeting need not be given, other than by announcement at the meeting at which adjournment is taken. If a quorum is present when a duly called or held meeting is convened, the directors present may continue to transact business until adjournment, even though the withdrawal of directors originally present leaves less than the number otherwise required for a quorum.

Section 3.15. Proxy Voting. Proxy voting shall not be permitted.

Section 3.16. Action Without Meeting. Any action that may be taken at a meeting of the board of directors may be taken without a meeting, when authorized in a written action signed or consented to in an electronic communication which meets the requirements of Section 3.18. If authorized in the Articles of Incorporation, the written action must be approved, in one or more counterparts, by the number of directors that would be required to take the same action at a meeting of the board of directors at which all directors were present. If the Articles of Incorporation are silent regarding written action, the written action must be approved, in one or more counterparts, by all of the directors. If the Articles of Incorporation provide for a different requirement regarding the number of votes required for a written action, the Articles of Incorporation shall be followed.

Section 3.17. Conflicts of Interest. Except as permitted by law, with respect to any contract or other transaction between the Association and any director or Member (or an organization in which a director or Member is a director, member, officer or legal representative or has a material financial interest): (a) the material facts as to such contract or transaction and as to the person’s interest must be fully disclosed or known to the board of directors prior to approval of such contract or transaction; (b) such approval shall require the affirmative vote of a majority of the directors, not counting any vote that the interested director otherwise might have; and (c) an interested director shall not be counted in determining the presence of a quorum.

Section 3.18. Electronic Records and Signatures. The Association recognizes that authenticated electronic communication which meets the requirements of this section may legally satisfy written record and signature requirements necessary for valid records, signatures, and contracts. Authenticated communications are those communications that set forth information from which the Association can reasonably conclude that the communication was sent by the purported sender and are delivered to the principal place of business of the Association, or to an officer or agent of the Association who is authorized by the Association to receive the communication. Electronic records are records that are created, generated, sent, communicated, received or stored by electrical, digital, magnetic, wireless, optical, electromagnetic or similar technologies. Valid electronic signatures are those that are expressed through an electronic sound, symbol or process, and that are logically associated with a record and executed or adopted by a person with intent to sign the record.

ARTICLE IV

OFFICERS

Section 4.01. Number and Qualifications. The officers of the Association shall be the chair, vice-chair, secretary and treasurer. Officers serve as directors, and shall be chosen from the directors at the annual meeting in odd-numbered years.

Section 4.02. Terms. Officers serve two-year terms. The chair and vice-chair shall serve one term only in those offices. If an officer’s eligibility as a director expires while in office, the officer shall complete the officer term.

Section 4.03. Resignations. Except as otherwise provided in an employment contract, an officer may resign by giving notice to the Association. The resignation is effective without acceptance when the notice is given to the Association, unless a later effective date is named in the notice. Notice provided in writing or by an electronic communication which meets the requirements of Section 3.18 may satisfy the notice requirement.

Section 4.04. Removal. An officer may be removed, with or without cause, by a resolution adopted by the board of directors.

Section 4.05. Vacancies. A vacancy in an office because of death, resignation, removal, or any other cause shall be filled for the unexpired part of the term in the manner prescribed in these Bylaws for election to such office.

Section 4.06. Chair. The chair is the chief executive officer of the Association and unless otherwise expressly delegated shall: (1) have general active management of the affairs of the Association; (2) when present, preside at meetings of the board and of the members; (3) see that orders and resolutions of the board are carried into effect; (4) sign and deliver in the name of the Association deeds, mortgages, bonds, contracts, or other instruments pertaining to the affairs of the Association, except in cases in which the authority to sign and deliver is required by law to be exercised by another person or is expressly delegated by the Articles or these Bylaws or by the board to another officer or agent of the Association; and (5) perform other duties prescribed by the board.

Section 4.07. Vice-chair. The principal duties of the vice-chair shall be to discharge the duties of the chair in the absence or disability, for any cause whatsoever, of the chair, and to generally assist the chair. The vice-chair is usually chair-elect.

Section 4.08. Secretary. The principal duties of the secretary shall be to keep a record of the proceedings of the meetings of the Association and the board of directors of the Association, and to safely and systematically keep all papers, records, and documents belonging to the Association, or in any way pertaining to the Association’s business, except the books and records incidental to the duties of the treasurer; and when necessary, to certify proceedings of the board and the members.

Section 4.09. Treasurer. The treasurer is the principal financial officer of the Association and unless otherwise expressly delegated shall: (1) keep accurate financial records for the Association; (2) deposit money, drafts, and checks in the name of and to the credit of the corporation in the banks and depositories designated by the board; (3) endorse for deposit notes, checks and drafts received by the Association as ordered by the board, making proper vouchers for the deposit; (4) disburse Association funds and issue checks and drafts in the name of the Association, as ordered by the board; (5) upon request, provide the chair and the board an account of transactions by the treasurer and of the financial condition of the Association; (6) prepare and file corporate reports and tax returns; and (7) perform other duties prescribed by the board or by the chair.

Section 4.10. Other Officers. The Association may have such other officers and agents as the board of directors considers necessary for the operation and management of the Association, each of whom shall have the powers, rights, duties, responsibilities, and terms in office as may be determined by resolution of the board of directors.

Section 4.11. Delegation. Unless prohibited by a resolution adopted by the board of directors, an officer may, without the approval of the board of directors, delegate some or all the duties and powers of an office to other persons.

ARTICLE V

COMMITTEES

Section 5.01. Board Affairs. The Board Affairs Committee consisting of five members of the Association shall be appointed annually by the chair. The Board Affairs Committee shall have the duty of nominating persons for the positions of officers of the Association and directors, and shall present its nominations to the board of directors. In order to nominate, the Board Affairs Committee shall have a quorum of at least three of its members at any meeting where nominations are made. The Board Affairs Committee shall have such other duties as are determined from time to time by the Board, and as relate to the Association’s organization and procedures.

Section 5.02. Executive Committee. The executive committee consists of the officers – chair, vice-chair, secretary, and treasurer – plus the past chair and the chairs of the standing committees. The executive committee will carry out the policies of the board of directors between its meetings and other business referred by the board of directors to the executive committee. The executive committee shall meet as often as needed. Special meetings of the executive committee may be called by any member of the executive committee. Action taken by the executive committee must be ratified at the next board meeting.

Section 5.03. Other Committees. The board of directors may act by and through such additional committees as it may specify.

Section 5.04. Procedures. The general procedures specified within Article III apply to committees and members of committees to the same extent as those sections apply to the board of directors. Each committee shall prepare minutes of its meetings and shall furnish such minutes to the board of directors and to members of the committee.

ARTICLE VI

BOOKS OF RECORD

Section 6.01. Current Records. The Association shall keep at its principal office correct and complete copies of:

(a) its Articles of Incorporation and Bylaws;

(b) accounting records; and

(c) minutes of meetings of the members, board of directors, and of committees having any of the authority of the board of directors.

Section 6.02. Non-current Records. Non-current records of the Association, including those kept by the board and officers, shall be placed with the Association’s papers in the Minnesota Historical Society.

ARTICLE VII

PARLIAMENTARY AUTHORITY

The Rules contained in the current edition of Robert’s Rules of Order, newly revised, shall govern the Association in all cases to which they are applicable, and in which they are not inconsistent with the Articles of Incorporation, these Bylaws, and any special rules of order of the Association.

ARTICLE VIII

INDEMNIFICATION

The Association shall indemnify persons to the extent required by the Minnesota Nonprofit Corporation Act, and shall have the power otherwise to indemnify persons for such expenses and liabilities, in such manner, under such circumstances, and to such extent as permitted by applicable law.

ARTICLE IX

AMENDMENTS

Amendments to the Articles of Incorporation (other than an amendment that would eliminate or change member voting rights, which shall be subject to approval as provided in Minnesota Statutes Section 317A.133, Subd. 2) and these Bylaws can be approved at any meeting of the directors by two-thirds of the directors currently holding office, provided that prior notice of the meeting and of the proposed amendment(s) was given to each director. Changes to the Articles and Bylaws are subject to the right of the members to rescind such changes at the next membership meeting.

I hereby attest the foregoing is a true and correct copy of the By-Laws of the Association as amended April 10, 2012.