Scope of Committee Authority

Dent County Fall Festival Association, Inc. Bylaws

ARTICLE VII. COMMITTEES

Section 4. Commons Project Committee. The Corporation shall have a Commons Project Committee consisting of:

(i) One member of the Board of Directors of the Corporation;

(ii) one representative of a youth organization operating in Dent County;

3. one representative of the Dent County Soil and Water Association or other organization(s) whose purpose is to maintain water and soil quality;

4. two financial advisers who shall be persons whose principal businesses are in the field of accounting, banking, investment banking or brokering or the law;

5. one representative appointed by Benny and Joanne Maxwell, which may be either Benny or Joanne Maxwell or a descendant thereof; and,

6. two community representatives of Dent County.

All of the members of the Commons Project Committee shall be residents of or landowners within Dent County. If there is no descendant of of the Maxwell family or if they fail to appoint a representative, then the representative shall be a community representative of Dent County. Such committee shall have and may exercise all of the powers of the Board of Directors with respect to the following matters:

1. Approving the change of lawful status or ownership of any real estate and property holdings of the Corporation, whether such change is via sale, lease or any other method; and,

2. approving the acquisition of real estate; and,

3. approving any expenditure for capital improvements; and,

4. appoint, remove, employ and discharge, and except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all corporate officers, agents and employees of the Corporation; and,

5. management of the construction of the Commons Project; and,

6. accepting contributions and expending monies with respect to the Commons Project including construction and maintenance of such project; and,

7. writing grants and administering the development of the Commons Project; and,

8. reviewing contracts with respect to the Commons Project and recommending to the Board of Directors the contracts to be executed with respect to the Commons Project; and,

9. approving building plans, site development and similar matters with respect to the Commons Project; and,

10. applying funds designated for the Commons Project for youth educational scholarships and grants; and,

11. to contract, to employee, to hire and to otherwise secure services and labor, and;

12. to take receipts and revenues, to make disbursements, to set rates of rental and use, and;

13. taking any other acts deemed by such committee necessary for the preservation, construction and/or continued maintenance of the Commons Project.

The committee shall meet not less frequently than quarterly on the fourth Thursday in the Months of December, March, June and September. Each year at the March meeting of the Committee, the Committee shall review the actions taken by the Committee in the prior year to ensure that the activities by the Committee are consistent with the purposes of the Commons Project as set forth in the donor of such property's bequest and covenants to the deed. Special meetings of the Committee may be called by the Chairperson of the Committee or by written notice signed by at least four (4) members of the Committee.

The members constituting such committee shall be determined from time to time by resolution adopted by a majority vote of the Committee. By resolution adopted by a majority vote of the Committee, each member of the Commons Project Committee shall be designated as a member of any one of Class 1, Class 2, or Class 3, thereby affecting the initial designation of members.

• The committee members initially designated as Class 1 members shall serve an initial term of one (1) year, measured from the time of their appointment, and thereafter Class 1 members shall hold office for a term of three (3) years.

• The members initially designated as Class 2 members shall serve an initial term of two (2) years, measured from the time of their appointment, and thereafter Class 2 members shall hold office for a term of three (3) years.

• The members initially designated as Class 3 members shall serve an initial term of three (3) years, measured from the time of their appointment, and thereafter Class 2 members shall hold office for a term of three (3) years.