AMENDED AND RESTATED BYLAWS oF LINCOLN INSTITUTE OF LAND POLICY ARTICLE| ‘Corporate Formation 1.1 Name. The name of this corporation shall be “Lincoln Institute of Land Policy” (the “Corporation”. 1.2 Purposes. The Corporation is organized and is to operate for exclusively charitable, scientific, literary and educational purposes within the meaning of section 501(0)3) of the Internal Revenue Code of 1986, as amended, or the corresponding provision of any future United States intemal revenue law (referred to in these Bylaws asthe “Code” to study, teach, ‘expound, apply and develop the ideas of Henry George as set forth in his book “Progress and Poverty” o operate one or more educational programs focused onthe application of the above- mentioned concepts of Henry George to developed and developing ecooomies both i the United States and elsewhere; to operate one or more institutes, seminars, conferences, projects and other programs in furtherance of the foregoing purposes; as Set forth inthe Amended and Restated Amicles of Incorporation of the Corporation (the “Articles of Incorporaton"); and to engage in all other lawful activities in support of the foregoing purposes. 1.3 Organization and Operation. ‘The Corporation is organized as an Arizona nonprofit corporation, and itis intended that the Corporation will qualify tall times as an ‘organization that is exempt from federal income tax under sections $01(2) and $01(¢)3) of the ‘Code and that is treated as a private operating foundation pursuant to setion 4942G)(3) ofthe ‘Code, and that it will qualify at all times as an organization to which deductible contributions ‘may be made pursuant to sections 170(€)(2), 642, 2085 and 2522 of the Code. 14 Registered Office & Agent. The Corporation shall maintain registered office as, ‘required by statute, at which it shall maintain a registered agent. The repstered office may, but need not, be identical with the principal offce, and the address of the registered office may be changed from time to time by the Board of Directors. The Corporation may also have offices and places of business at such other places as the Board of Directors may from time to time Setermine. LS Books & Records. The Corporation shall keep correct ard complete books and records of account, and it shall also keep minutes ofthe proceedings of te Board of Directors and of committees having any ofthe authority of the Board of Dieectors, and shall keep at its ‘registered or principal office a record giving the names, addresses and telephone numbers of the members ofthe Board of Directors. 1.6 Fiscal Year. The fiscal year ofthe Corporation shall be Eom July 1 through June 30.1.7 Effective Date. These Amended and Restated Bylaws shall become effective on May 15, 2010, ARTICLE It Board of Direciors 2.1 Powerand Authority ofDirectors. Except as otherwise provided by law all of the authority ofthe Corporation shall be exercised by the Board of Directors 22 Number and Designation. The number of members ofthe Board of Directors shall inal cases, beat least seven (7) and no more than twenty-one (21), or as otherwise specified inthe Corporation's Articles of Incorporation, one of whom may be selected by the Board of Directors to be its Chairman (the “Chair). So long as there are persons who meet the ty requirements set forth in Section 24(a) for election as Family Directors and wih are willing t serve as Directors ofthe Corporation, the Board of Directors shall be composed of two classes of Directors: Family Directors and Public Directors, who hereinafter shal be referred to collectively asthe “Directors.” The number of Family Directors shall be as determined from time to time by the Board of Directors but, except as set out below, shall in no ease be fewer than ‘one (1) nor more than five (S),and each such Family Diroctor ther than a Director serving ex officio) shall in all events be subject tothe eligibility and election requirements set forth in Section 2.4(a) of this Article I The number of Public Directors shal be as determined from time to time by the Board of Directors but shall inno case be fewer than five (5) nor more than sixteen (16), and each such Public Director (other than a Director serving ex oficio) shall in all, events be subject to the eligibility and election requirements st fort in Section 2.4(b) ofthis, Anite Il. The ratio of Family Directors to Public Directors shall be es determined from time to time by the Board of Directors, but at all times the numberof Family Director shall be less than the number of Public Directors. In the event that there are no longer persons who meet the ligibility requirements set forth in Seetion 2.4(a) for election as Family Directors and who are ling to serve as Directors of the Corporation, the Board of Directors shall be composed of Single lass of Directors, ofa number consistent with the Corporation's Articles of Incorporation and determined from time to time by the Board of Directors, each of whom (other thaa a Director serving ex officio) shall be subject to the eligibility and election requirements applicable 10 Public Directors pursuant to Section 24) and tothe removal provisions applicable to Public Directors pursuant to Section 2.5; provided however, that in the event that persons who meet the cligibilry requirements set forth in Section 2.(a) for election as Family Directors and who are willing to serve as Direcors of the Corporation ae identified at a later date, the Board of Directors shall again consist of two lasses of Directors asset forth above, The PresidenvCEO (as defined in Section 4.3 ofthese Bylaws) of the Corporation shall serve ex oficio as a voting :member ofthe Board of Directors and may be ether a Family Director or a Publie Director. 23° Terms.of Office, (©) Initial Public Directors. Each Public Director named in the Articles of Incorporation (other than a Director serving ex officio) shall serve nti the close ofthe ‘Annual Meeting ofthe Board of Directors in he calendar year in which his or her term ‘expires, as set forth inthe Articles of Incorporation, oF until his or her suecessor is elected and agrees to serve, or until his or her earlier resignation, removal from office, incapacity 2(as defined in Section 2.5, or death. A Public Director named in the Articles of Incorporation (other than a Director serving ex officio) shall nt be eligible for re- election as a Director until such Director has been absent from the Board of Directors for at least one (1) year. (©) Initial Successor Public Directors. In order to ensure the orderiy succession ofthe Public Directors, the terms of the Public Directors shall be staggered so tat at least one new Public Director is eligible to be elected at each Annual Meeting of the Board of Directors. Such Public Directors shall serve util the close ofthe Annual “Meeting of the Bowed of Directors inthe calendar year ia which hi or her term expires, ‘or uni their successors ae elected and agree to serve, ot until ther earlier resignation, removal from offiee, incapacity, or death. At the expiration of his or her eligibility for service, each initial suecessor Public Director shal not be eligible fr re-lection as a Director until such Director has been absent from the Board of Directors for atleast one (year. (©) Public Directors Generally. Except as otherwise st forth in the Articles ‘of Incorporation or Sections 2. and (bof these Bylaws, each Publi Director shall be lected fora term of four (4) years; provided, however, that any Public Director elected to filla vacancy shall hold office forthe remainder ofthe term oF his or her predecessor, Each Public Director (other than a Director serving ex officio shall old ofice until the close of the Annual Meeting ofthe Board of Directors in the calendar year in which his ‘or her term expires, or until his or her successor is elected and agrees to serve, or until is ‘or her earlier resignation, removal ftom offic, incapacity or death. Except as otherwise set forth inthe Antles of Incorporation or Sections 2.3(8) and (b) of these Bylaws, each Public Director elected tothe Board of Directors shall be eligible to serve no more than {wo (2) consecutive four-year terms asa Public Director ofthe Corporation; provided, however, that such Public Director shall be eligible forre election asa Public Director after an absence of at least one (1) year from the Board of Directors of the Corporation; provided, further, that a Public Director elected to fill a vacancy on the Board of tors may be elected for two (2) consecutive four-year tems following the end of| such Director's first term in office (© Eamily Directors. Except as otherwise st forth in the Aticles of Incorporation, each Family Director shall be elected for a term of four (4) years; provided, however, that any Family Director elected to fill a vacancy shall hold office for the temainder ofthe term of his or her predecessor. Each Family Director (ther than a Director serving ex officio shall hold office until the close ofthe annual meeting of| Directors inthe calendar year in which hs or her term expires of until hs or her successor is elected and agrees to serve, or until hs or her earlier resignation, removal ‘rom office, incapacity, or death. Family Directors shall be eligible to serve an unlimited numberof consecutive tems as Family Directors of the Corporation (©) ExOfficio Directors. The President/CEO of the Corporation and any ‘other Directors serving ex officio shall sere as Directors fr so long as they occupy their respective offices and their terms shall end immediately upon the effective dae of teit