Historic Santa Fe Foundation Inc.

“A draft is reviewed initially by the Executive Director, and then by the Finance Committee of the Board. Once approved, it is then distributed to the Board of Directors for review prior to a Board meeting, at which time the Treasurer responds to any questions or comments.”

“Board members receive "conflict of interest acknowledgement" and by signing acknowledgement affirm the following:* understanding of the importance of such policy* receipt of a copy of the foundations conflict of interest policy* having read the policy* agree to comply with the policy* agree that they do not have a financial interest, as defined in thepolicy with the foundation* will amend this acknowlegement, during the year, their situation changes”

“The finance committee of the board of directors, composed of the treasurer and at least one additional board member, all of whom are unrelated to the executive director,reviews and approves compensation and other terms of employment for the executive director. In considering appropriate compensation for the executive director, the finance committee reviews salary data for comparable positions at similarly sized not-for profit entities in santa fe. The executive committee of the board of directors also conducts an annual review of the performance of the executive director. The results of the finance committees compensation considerations of the executive director ae discussed at a board meeting when considering the next years fiscal budget.”

“The executive director is the only officer/key employee that is compensated.”

“Conflict of interest policies and financial statements are available upon request.”

“Added the following:ARTICLE VII - COMMITTEESSection 1. Committees. The Board of Directors may create or dissolve committees not specifically provided for in these By-Laws as may be deemed advisable in the administration and conduct of the affairs of the Foundation. Such Committees shall have and may exercise such power as the Board may confer upon them. These Committees may include volunteer members who are not members of the Board of Directors. Each Committee shall have a Director as chair or co-chair of the Committee elected by the Committee. The Executive Director shall serve as an ex officio member of all committees except for the Nominating Committee without voting rights or term limits. Section 2. The Executive Committee shall be a Standing Committee of the Board. Subsection 1. Composition. The Executive Committee of the Board of Directors shall consist of the elected officers of the corporation and one additional Director-at-large recommended by the Officers for election to the Executive Committee by the Board of Directors. The Director-at-large shall not serve consecutive terms as Director-at-large. Three members of the Executive Committee shall constitute a quorum. Subsection 2. Duties. The Chair of the Board shall be Chair of the Executive Committee, and the Secretary of the Board of Directors or his or her designee shall act as secretary of the Executive Committee and shall duly keep and record the minutes of the proceedings of the Executive Committee. The Executive Director shall serve as an ex officio member of the Executive Committee without voting rights or term limits. The Executive Committee shall address those issues that are emergencies or that cannot be resolved at a regular or special meeting of the board, conduct in consultation with the full Board, an annual and confidential performance review of the Executive Director, take action on administrative matters needing immediate attention, and assist the Executive Director on issues that she/he considers of immediate importance.Section 3. The Nominating Committee shall be a standing Committee of the Board. The Nominating Committee shall consist only of Board Directors.Subsection 1. Duties. The Nominating Committee shall be responsible for Board recruitment and orientation of current Board Directors. Changed wording to the following:ARTICLE VIII ADVISORY COUNCIL AND HONORARY BOARDSection 1. Advisory Council. The Board of Directors may elect an Advisory Council. Section 2. Honorary Board. The Board of Directors may elect distinguished local and national individuals to an honorary board. Replaced previous Article IX with:ARTICLE IX - FISCAL AGENTAny banking institution designated by resolution of the Board of Directors shall be the Fiscal Agent of the Foundation and the monies of the Foundation shall be deposited with said banks or banking institutions on such terms and under such conditions as the officers of the Foundation may agree with the officers of the Bank, and checks drawn upon said bank shall be signed as by these By-Laws authorized and directed, or as may be agreed upon with the Bank.Changed wording to the following:ARTICLE X - LIMITATIONS Section 2. Any Director of the Board having private interest in any matter before the Board shall make full disclosure of such interest and shall refrain from voting on that matter. No Board Director nor his or her immediate family shall be a tenant of Foundation properties.Section 3. Expenses and Compensation. Board Directors may be reimbursed for direct expenses incurred while conducting Foundation business. One-time expenses over $100 shall be approved by the Chair or, if the Chair, the Treasurer. No Board Director shall receive payment for services rendered to the Foundation while serving on the Board.Added the following:ARTICLE XIII - CONSTRUCTION AND TERMS If there is any conflict between the provisions of these Bylaws and the Articles of Incorporation of this Foundation, the Articles of Incorporation shall g”

“The following are changes to the Bylaws:Changed wording to the following:ARTICLE II MISSION To preserve, protect and promote the historic properties and diverse cultural heritage of the Santa Fe area, and to educate the public about Santa Fe's history and the importance of preservation.Added the following:ARTICLE III NON-PROFIT ORGANIZATIONThe Foundation is a 501(c)(3) non-profit organization.Eliminated former Article IV - MembershipChanged wording to the following: ARTICLE V - BOARD OF DIRECTORSSection 2. Election. Pursuant to Article VII of these Bylaws, the Nominating Committee shall submit the names of recommended Director candidates to the Board of Directors for approval.Section 3. Term of Office. Directors shall be elected for a 3-year term from the date of the first meeting after a vote has been taken electing them to the Board. Directors are eligible to serve a second 3-year term. Directors may be elected for subsequent terms after one years absence from the Board. Section 4. Vacancy. The Board of Directors may elect a new Director to fill a vacancy, upon the recommendation of the Nominating Committee.Added the following:ARTICLE V - BOARD OF DIRECTORSSection 5. Authority. The Board of Directors, and only the Board of Directors, shall have full power to administer, manage, and conduct the affairs of the Foundation, subject to the laws and regulations of the State of New Mexico, as well to preserve and protect the assets of the Foundation. The Board shall determine the manner and form of its proceedings, including the hiring of the Executive Director and the delineation of his/her duties. Changed wording to the following:ARTICLE V - BOARD OF DIRECTORSSection 6. Quorum. A majority of the total number of Directors of the Board shall constitute a quorum. Any action taken by the Board requires a quorum.Added the following:ARTICLE V - BOARD OF DIRECTORSSection 7. Meetings. The Board of Directors shall meet at least six times a year on dates determined by the Board, one of which may take place at the annual meeting of the Board of Directors of the Foundation. Notice of the scheduled regular meetings shall be published at the beginning of the year. Board meetings shall be conducted according to Roberts Rules of Order as directed by the Chair or by a majority of the attending Directors.Special meetings of the Board may be called at any time by the Secretary upon the order of the Chair or at the written request of three Directors. Notice for special meetings shall be given electronically to the full Board of Directors at least one week before the meeting. Any action approved by a majority of of those attending a regularly scheduled or special meeting of the Board shall be valid. All such actions shall be recorded in the minutes of the meeting. The minutes shall be available at the next meeting for adoption by the Board. However, The vote, consent or concurrence of not less than two-thirds (2/3rds) of the Directors then in office shall be required to:A.amend the Certificate of Incorporation of the Foundation; B.amend Article II of these Bylaws (which sets out the purposes of the Foundation), or Article V, Section 1 hereof (the term limitation provisions applicable to all Directors of the Foundation); C.authorize the purchase or hypothecation of any real propertyD.dissolve the Foundation, including for this purpose, the decision of the Board disposing of the remaining assets of the Foundation.In all other respects, the act of the majority of the Directors present at a meeting which a quorum is present shall be the act of the Board.The Executive Director shall attend Board meetings as an ex officio member of the Board without voting rights or term limits. Other interested parties may attend Board meetings, or portions of Board meetings, at the invitation of the Board, but they will not be accorded the privilege of voting. Changed wording to the following:ARTICLE V - BOARD OF DIRECTORSSection 8. Voting. Each Director, including the C”