Memorial Park Conservancy Inc.

“The Executive Committee shall consist of the Chairman of the Board, Vice Chairman, Treasurer, Secretary, the chairman of each of the other five (5) Standing Committees, and up to three (3) at large Members who are Directors recommended by the Chairman and approved by the Board. The immediate past Chairman of the Conservancy shall also serve on the Executive Committee. The Chairman of the Board shall serve as the chairman of the Executive Committee. The Executive Committee shall have and may exercise when the Board of Directors is not in session the power to perform all duties of every kind and character not required by law or the charter of the Conservancy to be performed solely by the Board of Directors. The Executive Committee shall have authority to make rules for the holding and conduct of its meetings, and it shall keep written records of its meetings and actions taken without a meeting and report such actions to the Board of Directors not later than at the meeting of the Board of Directors following any such actions taken.”

“Summary of ChangesPurposes:Changed to: To restore, preserve, and enhance Memorial Park in Houston, Texas in perpetuity.[Was previously: A. Carry out the intent of the Hogg family when it conveyed the land now known as Memorial Park to the City of Houston, such intent being that the land be used in perpetuity for park purposes;B. Advise the City of Houston whenever changes are proposed to Memorial Park to insure that such changes are consistent with the intent of the Hogg family;C. Contribute financially for the benefit of Memorial Park to insure that the intent of the Hogg family is fulfilled; andD. Perform such other functions as may be necessary or appropriate from time to time to fulfill the purposes of the MPC.]Principal Place of Business:Changed from Birdsall Street address to the 7575 North Picnic Lane address.Board of Directors:Number - Maximum number changed from 31 to 27 (excluding Lifetime Directors).Lifetime and Emeritus Directors Creates the position of a Director Emeritus, to be elected in the Boards discretion, entitled to attend and participate in Board meetings, but not entitled to vote. Also, clarifies that Lifetime Directors may be removed.Delegation of Rights and Duties Clarifies that the rights and duties of a Directors (including voting) are personal, and may not be assigned, transferred or delegated.Committees:Removes Trails Committee as a Standing Committee. Trails Committee to now be a subcommittee under the Projects Committee.Chairmen of committees nominated by the Governance Committee, after consultation with the Chairman of the Board, and approved by the Board. A chairman of a committee must be a Board member.Members of committees still appointed by chairman of respective committee, but after taking into account recommendations by the Governance Committee. [was Executive Committee]A member of a committee may be removed by the chairman of that committee or by the Board.Officers:Creates the new office of Chief Executive Officer (which may be filled by the Chairman of the Board). Advisory Board:Creates an Advisory Board, to replace what was formerly referred to as the Advisory Committee. Purpose of Advisory Board is to advise and assist the Board of Directors as requested.Amendment to Bylaws:Board approval required for Bylaws amendment changed to majority of the Board members then serving.Quorum:Quorum for Board meetings increased to 40% of the Board members, from 1/3.”

“The CEO, COO, Board Chair, Finance Director and Finance Committee review the Form 990 and provide a copy to the Board of Directors prior to filing with the IRS.”

“The conflict of interest policy is sent annually via email and/or mail to all board members. Forms are returned to MPC office personnel and board leadership for review and filing.”

“Compensation for executive director is determined as follows: Evaluation, review and approval by the Executive Committee in consultation with board members; evaluation of compensation for comparable positions.”

“Memorial Park Conservancy, Inc. posts Form 990 and the Conflict of Interest Policy on GuideStar.org and DonorEdge through Greater Houston Community Foundation.”

“OTHER PROGRAM SERVICES 4: During the year ended 5/31/15, the Board of Directors of the Conservancy approved a redesignation of funds to the Memorial Park Conservancy Endowment.”