FIRST RESTATED BYLAWS OF Salem Downtown Partnership (an Oregon Nonprofit Corporation) These First Restated Bylaws are

adopted by the Board of Directors of Salem Downtown Partnership (the Corporation) and approved by the members of the Corporation on August 30, 2011. ARTICLE I Purpose The purposes of the Corporation are as set forth in its Articles of Incorporation and its powers shall include those necessary or convenient to carry out its purposes. ARTICLE II Membership Section 1. Classes. There shall be four (4) classes of members of this Corporation. Members shall consist of those who are eligible to be members and request to be members by any means acceptable to the Board of Directors, and provide membership information, as determined by the Board of Directors. Membership shall be open to property owners, business owners, professionals, residents, or non-profit organizations whose principal office or residence is within the boundaries of the City of Salem Economic Improvement District (the District), and who are interested in contributing their time, resources, and efforts to the objectives of this organization. The Board of Directors shall determine the classification for each member applicant. The membership classifications shall be: Class A - Small Business located within the District Class B - Medium Business located within the District Class C - Large Business located within the District Class AM - Associate Member Section 2. Membership Dues. The Board of Directors shall establish the membership dues for each member class. Section 3. Termination of Membership. Any member may resign upon verbal or written notification to the Board of Directors. Membership may be terminated by the Board of Directors after giving the member at least fifteen (15) days written notice by first class or certified mail of the termination and the reasons for the termination, and an opportunity for the member to be heard by the Board, orally or in writing, not less than five (5) days before the effective date of the termination. The decision of the Board shall be final and shall not be reviewable by any court.

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Section 4. Annual Meetings. The Corporation shall hold an annual membership meeting at a time determined by the Board of Directors, but no later than sixty (60) days after the beginning of the fiscal year. At this annual meeting the directors shall be elected, and they shall take office upon election, to replace those directors whose terms expire. There may also be transacted any other proper business which may be brought before the members. Section 5. Special Meetings. Special meetings of the members may be called at any time by the President, the Board of Directors, or by one-fifth (1/5) of the total members in good standing. Section 6. Notice of Meetings. Notice of all meetings of the members shall be given to each member at the last address of record, by first class mail at least seven (7) days before the meeting, or by means other than first class mail, including electronic mail, at least thirty (30) but not more than sixty (60) days before the meeting. The notice shall include the date, time, place, and purposes of the meeting. Notice may be waived by a signed writing evidencing such waiver. Section 7. Quorum and Voting. At membership meetings a quorum shall consist of those members present and in good standing, and must include at least one (1) elected officer of the Corporation. Each member shall be entitled to one (1) vote on all matters put before them by the Board of Directors, or as otherwise permitted in the Bylaws of this Corporation. A majority vote of the members represented and voting is the act of the members, unless these Bylaws or the law provide differently. At any meeting of the members, votes may be cast by voice or by ballot. Upon demand by a voting member, and before voting begins, the vote shall be conducted by secret ballot. Vote by electronic means is permitted for all matters in which members are allowed to vote, except that all elections for directors shall be by ballot or voice. For purposes of these Bylaws, electronic means shall include electronic mail (email) and/or telephonic communication. Section 8. Vote by Ballot. Any actions which may be taken at any annual, regular or special meeting of members or the Board of Directors may be taken without a meeting, if the organization mails or delivers a ballot to every member entitled to vote on the matter. A written ballot shall set forth each proposed action, and provide an opportunity to vote for or against each proposed action. Approval by written ballot pursuant to this section shall be valid only when a number of votes cast by ballot equals or exceeds any quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be require to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.

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All solicitations for votes by written ballots shall: (a) Indicate the number of responses needed to meet the quorum requirement; (b) State the percentage of approvals necessary to approve each matter other than election of directors; and (c) Specify a reasonable time by which a ballot must be received by the organization in order to be counted. Section 9. Proxy Voting. There shall be no voting by proxy. ARTICLE III Board of Directors Section 1. Duties. The affairs of the Corporation shall be managed by the Board of Directors. Section 2. Number and Qualifications. The number of directors for the organization shall be at least eleven (11), but not more than fifteen (15). There shall not be more than one (1) Director from the associate members category serving on the board at any time. Not less than fifty-percent (50%) of the Directors shall be property owners within the District. Notwithstanding any other provision in these Bylaws, if the Corporation is or will be a party to a contract to receive improvement district funds and the conditions of receiving such funds include that a certain percentage of Directors must represent a certain class or characteristic (e.g., be a property holder within certain improvement district boundaries), the Board of Directors may create Director positions that will cause the Corporation to comply with such conditions. Director positions created pursuant to this provision shall be subject to rules (e.g., term length, term expiration, etc.) as are adopted by the Board of Directors and such Director positions shall be filled by the vote of the Board of Directors. Section 3. Term and Election. The term of office for Directors shall be three (3) years. A director may not serve more than three (3) consecutive three (3) year terms on the Board. If appointed, a director may complete that unexpired term in addition to the three (3) full terms. Each director shall hold office for a term for which he/she was elected until his/ her successor is elected and qualified. The Board shall elect a three (3) to five (5) member nominating committee, which shall include the Immediate Past President who shall serve as chairperson. The nominating committee shall present to the Board of Directors forty-five (45) days prior to the annual meeting a recommended slate of not less than two (2) candidates more than the number of Directorships open for election.

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The Executive Director shall publish the list of nominations in conjunction with the notice for the annual membership meeting. After notice of the annual meeting and the slate of candidates have been provided to the membership, additional nominations provided by the general membership may be entertained and added to the slate of candidates. Section 4. Vacancies. Vacancies on the Board of Directors shall be filled by a majority vote of the Directors then on the Board of Directors. The term of a Director filling any vacancy expires at the end of the unexpired term such Director is filling. Section 5. Quorum and Action. A quorum at a Board meeting shall be a majority of the number of Directors prescribed by the Board, or if no number is prescribed, by a majority of all Directors in office immediately before the meeting begins. If a quorum is present, action is taken by a majority vote of Directors present. Where the law requires a majority vote of Directors in office to establish committees that exercise Board functions, to amend the Articles of Incorporation, to sell assets not in the regular course of business, to merge, to dissolve, or for other matters, such action is taken by that majority as required by law. Section 6. Regular Meetings. The Board of Directors shall hold regular meetings at the time and place specified by the President or in his/her absence the designated presiding officer. The Board of Directors shall conduct such business and take such action as may be necessary to accomplish the purpose of the organization. Section 7. Special Meetings. Special meetings of the Board of Directors may be called by the President or by a majority of the Board members. Notice of the time and place of any special Board meeting shall be given to each board member either personally or by email, not less than seven (7) day prior to the meeting. The notice shall state the purpose of the meeting. Section 8. Removal. Any Director may be removed, with or without cause, by a written, affirmative vote of two-thirds( 2/3) of the members of the Board of Directors present at a meeting called for that purpose. Any director so removed shall have the right to appeal the removal at the next Board of Directors meeting. Vacancies created by removal of a Director shall be filled pursuant to the Bylaws. Section 9. Ex-Officio Members. The Board may elect ex-officio members to the Board of Directors at their discretion and subject to terms and conditions as approved by the Board. All ex-officio members may participate in any and all activities of the board, but at no time be allowed voting privileges. The maximum number of ex-officio members cannot exceed three (3). Ex-officio members cannot serve as officers of the Executive Committee. Section 10. Past Presidents. The Immediate Past President of the organization, unless reelected a member of the Board, shall be considered a member of the Board with voting power to vote on all matters for the year immediately following their presidency.

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The Immediate Past President may remain a member of the Board until the expiration of the term to which they were elected. All other past Presidents are no longer members of the Board. Section 11. No Salary or Employment. Directors shall serve without compensation. No Director shall be an employee, paid or otherwise, of the Corporation. ARTICLE IV Committees Section 1. Ad Hoc Committees. The Board of Directors shall establish such ad hoc committees and task forces as may be necessary to met the needs of the membership. The duties and duration of ad hoc committees and task forces shall be designated by the Board of Directors at the time of their creation. The Board may elect Directors, members, and/or non-members to serve on these committees and task forces, and shall also elect a chairperson for each group. Section 2. Executive Committee. There shall be an Executive Committee composed of the three (3) officers and two (2) additional members of the Board of Directors elected by the Board of Directors. This committee shall meet as needed. Annually, this committee will review and evaluate the performance of the Executive Director. The review shall be completed within sixty (60) days of the anniversary date of hire. The Executive Committee shall recommend policy and actions to the Board of Directors for consideration. This committee shall also act on any other authorizations that may be from time to time be granted by the Board of Directors. Section 3. Business Committee. Directors who do not meet the qualifications of property-owning Directors under Article III, Section 2, shall be members of the Business Committee. Directors who meet the qualifications of property-ownership under Article III, Section 2, but who are also business owners, may be members of the Business Committee. The Business Committee shall be empowered to manage and administer funds when the Corporation is or will be party to a contract to receive improvement district funds. Decisions and actions taken by the Business Committee shall be appealable to the Board of Directors, subject to notice and process as determined by the Board, who may then create an ad hoc committee of Directors to review the action of the Business Committee. ARTICLE V Officers Section 1. Titles and Qualifications. The non-salaried officers of this Corporation shall be the President, Secretary/Treasurer, and Immediate Past President. All officers of this Corporation shall be members of the Board of Directors. Section 2. Term and Election. Non-salaried officers other than the Immediate Past President shall be elected by a majority of the Board of Directors at a meeting of the

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Board of Directors to be held prior to the annual membership meeting. Each officer shall be elected to a one (1) year term. Section 3. Vacancy. In the event of a vacancy in any office, the Board of Directors shall appoint a replacement to serve for the unexpired term thereof. Section 4. Removal. At any regular or special meeting, duly called, any officer may be removed by a written affirmative vote of two-thirds (2/3) of the members of the Board of Directors present at the meeting. Any officer so removed shall have the right to appeal the removal at the next Board meeting. Section 5. President. The President shall be the chief officer of the Corporation and shall act as the Chair of the Board. The President shall have any other powers and duties as may be prescribed by the Board of Directors. The President shall preside at all meetings of the membership, the annual membership meeting, meetings of the Board of Directors and the meetings of the Executive Committee, and shall be an ex-officio member of all committees. The President shall also have all other rights and authority granted in these Bylaws. Section 6. Secretary/Treasurer. The Secretary/Treasurer (Secretary) shall have overall responsibility for all record keeping and all Corporate funds. The Secretary shall perform, or cause to be performed, the following duties: (a) official recording of the minutes of all proceedings of the Board of Directors and members meetings and actions; (b) provision for notice of all meetings of the Board of Directors and members; (c) authentication of the records of the Corporation; (d) keeping of full and accurate accounts of all financial records of the Corporation; (e) deposit of all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors; (f) disbursement of all funds when proper to do so; (g) making financial reports as to the financial condition of the Corporation to the Board of Directors; (h) maintaining current and accurate membership lists; and (i) any other duties as may be prescribed by the Board of Directors. Section 7. Immediate Past President. The Immediate Past President shall have such powers as the Board from time to time delegates to him/her and shall be a voting member of the Executive Committee and member of the Board. Section 8. Executive Director. The Board of Directors may appoint an Executive Director of the Corporation whenever such management is deemed proper for the achievement of the Corporations goals and objectives. The Board shall create an ad hoc committee, the Candidate Selection Committee, to solicit and screen candidates, and make recommendations to the full Board of Directors. The Executive Director shall be given the written job description and performance criteria as established by the Candidate Selection Committee and ratified by the Board. The Executive Director shall be supervised by the Business Committee and shall report to the Board of Directors at its regular meeting and as otherwise requested.

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The Board of Directors shall be empowered to employ and dismiss the Executive Director. The Executive Director shall be directly responsible to the Board of Directors and shall be chief executive and operating officer of the Corporation with responsibilities of the management and direction of all operations, programs activities and affairs of the Corporation under the direction and framework of policies, budgets, and programs as determined by the Board of Directors and the Business Committee. These responsibilities include the employment and termination of employees. The Executive Director shall make recommendations to the Executive Committee for the determination of compensation of staff and support personnel. The Executive Director shall be empowered to execute corporate documents, and such other forms as necessary to implement the Board of Directors policies. The Executive Director shall be a non-voting member of the Board of Directors and the Executive Committee as long as she or he holds the position of Executive Director. The Executive Director, appropriate staff and appropriate Board members shall be bonded. ARTICLE VI Amendments to Bylaws These bylaws may be altered, amended, or repealed by a majority vote by the Board of Directors of any special meeting called for that purpose. Amendments adopted by the Board of Directors are subject to ratification by the membership at the next annual membership meeting or by mail vote. ARTICLE VII Annual Review of Financial Records Following the end of the fiscal year, the Board shall elect a team, consisting of the Treasurer and one (1) other individual to examine the records of the Corporation for the preceding twelve (12) months. This team shall be comprised of one (1) member who exercised no direct signing or spending authority during the period reviewed. A report of the review shall be given to the Board within ninety (90) days of the beginning of the fiscal year. ARTICLE VIII Dissolution The organization shall not be dissolved as long as ten (10) members in good standing object thereto. Upon the dissolution of the organization and after the Board of Directors has made payment or arranged for payment of all indebtedness of the Corporation, any remaining funds, investment, and/or other assets shall be distributed to an organization qualified under Section 501(c)(3) of the Internal Revenue Code.

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ARTICLE IX Parliamentary Authority Where not otherwise provided by these bylaws, the Articles of Incorporation or the laws of Oregon, the specified parliamentary authority for all Board of Directors meetings and the annual meetings shall be the Robert's Rules of Order, newly revised. ARTICLE X Non-Discrimination This organization shall not refuse membership on the basis of race, religion, color, sex, national origin, creed, disability, or sexual orientation. The Board of Directors adopted these FIRST RESTATED BYLAWS by resolution dated August 22, 2011, by a unanimous vote of twelve (12) in favor and zero (0) opposed. The membership ratified these FIRST RESTATED BYLAWS by a vote of twenty (20) in favor and one (1) opposed on August 30, 2011.

____________________________________ Diane Gainsforth, Secretary/Treasurer Salem Downtown Partnership

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