TABLE OF CONTENTS

Page

ARTICLE 1 Offices and records...................................................................................................... 1

1.1 Registered Office and Registered Agent..................................................................... 1

1.2 Corporate Offices...................................................................................................... 1

1.3 Records.................................................................................................................... 1

1.4 Kansas Sunshine Laws.............................................................................................. 1

ARTICLE 2 Board of Directors........................................................................................................ 1

2.1 Powers of the Board of Directors............................................................................... 1

2.2 Number, Qualifications, and Tenure of Directors........................................................ 1

2.3 Meetings of the Board of Directors............................................................................ 1

2.4 Notice of Meetings of the Board of Directors............................................................. 1

2.5 Waiver of Notice....................................................................................................... 1

2.6 Action of Directors by Consent in Lieu of Meeting...................................................... 1

2.7 Meetings by Telecommunications Equipment.............................................................. 1

2.8 Quorum; Action of the Board..................................................................................... 1

2.9 Adjournment............................................................................................................. 1

ARTICLE 3 Committees of the Board of DirectorS.......................................................................... 1

3.1 Committees............................................................................................................... 1

3.2 Committee Action...................................................................................................... 1

ARTICLE 4 Officers........................................................................................................................ 1

4.1 Elected Officers......................................................................................................... 1

4.2 Term of Office........................................................................................................... 1

4.3 Appointed Officers and Agents.................................................................................. 1

4.4 Removal.................................................................................................................... 1

4.5 Vacancies.................................................................................................................. 1

4.6 Delegation of Authority to Hire, Discharge, and Designate Duties................................ 1

4.7 Chair of the Board..................................................................................................... 1

4.8 President................................................................................................................... 1

4.9 Vice Chair................................................................................................................. 1

4.10 Secretary................................................................................................................... 1

4.11 Treasurer................................................................................................................... 1

4.12 Duties of Officers May be Delegated.......................................................................... 1

4.13 Compensation........................................................................................................... 1

ARTICLE 5 Indemnification............................................................................................................. 1

5.1 Indemnification Required by Law............................................................................... 1

5.2 Additional Indemnification.......................................................................................... 1

ARTICLE 6 General........................................................................................................................ 1

6.1 Checks...................................................................................................................... 1

6.2 Execution of Contracts, Deeds, etc............................................................................ 1

6.3 Fiscal Year................................................................................................................ 1

6.4 Robert’s Rules of Order............................................................................................ 1

6.5 Amendments............................................................................................................. 1

6.6 Interpretation............................................................................................................. 1

BYLAWS
OF
DESTINATION MANAGEMENT, INC.

ARTICLE 1
Offices and records

ARTICLE 1.1 Registered Office and Registered Agent. The initial registered office and the initial registered agent of the corporation in the state of Kansas shall be as prescribed in the Articles of Incorporation. The registered office and the registered agent of the corporation may be changed from time to time by resolution of the Board of Directors to any other place or any other person in the state of Kansas, respectively. Upon the adoption of such a resolution, a certificate certifying such change shall be executed, acknowledged, and filed with the office of the Secretary of State of Kansas. Unless otherwise permitted by law, the address of the registered office of the corporation and the address of the office of the registered agent shall be identical. If the registered agent is an individual, he or she shall be a Kansas resident.

ARTICLE 1.2 Corporate Offices. The principal office for the transaction of the business of the corporation shall be located at 947 New Hampshire, Suite 200-C, Lawrence, Kansas 66044, or at such other place as the Board of Directors may determine from time to time. The corporation may have such other corporate offices anywhere within and without the state of Kansas as the Board of Directors may appoint from time to time or as the business of the corporation may require from time to time.

ARTICLE 1.3 Records. The corporation shall keep, as permanent records of the corporation, minutes of the meetings of the Board of Directors. The corporation shall also keep at its principal or registered office in Kansas such records and information as it may from time to time be required by law to keep at such location, if any. The records of the corporation shall be maintained in written form or in any other form that is capable of being converted into written form within a reasonable time.

ARTICLE 1.4 Kansas Sunshine Laws. The corporation shall be subject to the provisions of the Kansas Open Meetings Act (K.S.A. § 75-4317 et seq.) and the Kansas Open Records Act (K.S.A. § 45-215 et seq.), both as amended.

ARTICLE 2
Board of Directors

ARTICLE 2.1 Powers of the Board of Directors. The corporation shall have no members. Instead, the property and activities of the corporation shall be controlled and managed by the Board of Directors, and for all purposes under the Kansas Corporation Code the members of the Board of Directors shall be the corporation's members. The Board of Directors shall have and is vested with all and unlimited powers and authorities, except as may be expressly limited by law, the Articles of Incorporation, or these Bylaws, to do or cause to be done any and all lawful acts and things for and on behalf of the corporation, to exercise or cause to be exercised any or all of its powers, privileges, and franchises, and to seek the effectuation of its objects and purposes.

ARTICLE 2.2 Number, Qualifications, and Tenure of Directors.

(a) The number of Directors shall be eight.

(b) The initial and all future Board of Directors shall be selected by the constituent organizations of the corporation. The Mayor and the City Manager of the City of Lawrence, Kansas (the "City") or their respective designees shall hold two seats on the Board of Directors. The Chairperson of the Douglas County, Kansas Commission and the County Administrator or their respective designees (the "County") shall hold two seats on the Board of Directors. The Chairperson of the board of directors of the Lawrence Chamber of Commerce (the "Chamber") shall appoint one Director. The Chairperson of the board of directors of the Territorial Kansas Heritage Alliance, Inc. d/b/a Freedom’s Frontier National Heritage Area (the "FFNHA") shall appoint two Directors. The Mayor of the City shall appoint one additional Director, provided that this appointed member must be a member of the Lawrence Convention and Visitors Bureau Advisory Board, a member of the Lawrence Chamber of Commerce, and a resident of Douglas County.

(c) Any Director may be removed from his or her position on the Board of Directors at any time by a constituent organization that appointed the Director. The constituent organization shall name a replacement Director to complete the term of a Director so removed.

(d) Any Director elected to fill a vacancy on the Board of Directors shall hold such position for the remainder of the unexpired term of his or her predecessor or until his or her successor is elected.

(e) A Director shall not receive any salary for his or her services as a Director, and no payment shall be made for the cost of attending any meeting of the Board of Directors; provided, however, that any actual expenses of the corporation that are paid by any Director may be reimbursed by resolution of the Board of Directors, and provided further that nothing herein contained shall be construed to preclude any Director from serving the corporation in any other capacity as an officer, agent, employee, or otherwise, and receiving compensation therefor.

(f) The term of the Mayor of the City, the City Manager, the Chairperson of the County Commission, and the County Administrator, or their respective designees, shall continue until each respective person ceases to serve in such office. The term of all other Directors shall be three years, except that the initial term of the appointee of Chairperson of the board of directors of the Chamber shall be one year and the initial term of one of the appointees of the Chairperson of the board of directors of FFNHA, as determined by such Chairperson, shall be two years.

ARTICLE 2.3 Meetings of the Board of Directors.

(a) An annual meeting of the Board of Directors shall be held on the first Tuesday in November of each year at such place within or without the state of Kansas as shall be designated from time to time by resolution of the Board of Directors, or at the principal office of the corporation if no such designation is made. If for any reason no meeting of the Board of Directors is held at such date, time, or place, but the Directors nevertheless designate a meeting of the Board of Directors held at another date, time, or place as the annual meeting thereof (regardless of when such designation is made), then such meeting shall be considered to be the annual meeting of the Board of Directors. The purposes of the annual meeting shall be to elect Directors, to elect officers, to consider reports of the affairs of the corporation, to determine actions to be taken to carry out the purposes of the corporation, and to transact such other business as may come before the meeting.

(b) Regular meetings of the Board of Directors shall be held at such date, time, and place as the Board of Directors may designate from time to time.

(c) Special meetings of the Board of Directors may be called at any time and for any purpose by the President, or, if the President is absent or unable or unwilling to act, by the Secretary or any other Director. Each such meeting shall be held at such date, time, and place as may be designated in the notice required to be given for such meeting.

(d) Actions of the Board of Directors taken at any meeting of the Board of Directors that is held at a date, time, or place other than the date, time, or place at which such meeting is required to be held pursuant to these Bylaws shall be valid if notice of such meeting is waived pursuant to the provisions hereof.

ARTICLE 2.4 Notice of Meetings of the Board of Directors.

(a) Notice of the date, time, and place of each annual and special meeting of the Board of Directors shall be given to each Director by any effective means reasonably calculated to reach each Director.

(b) Regular meetings of the Board of Directors may be held without notice at such date, time, and place as the Board of Directors may determine from time to time.

(c) If any meeting of the Board of Directors is permitted to be held without notice but notice of such meeting is nevertheless given, the giving of such notice shall not affect the validity of actions taken at the meeting, even if the notice is inaccurate in any respect or is improperly given.

ARTICLE 2.5 Waiver of Notice. Any notice required to be given to a Director by any provision of these Bylaws, by the Articles of Incorporation, or by law may be waived in a written instrument signed by such Director. Attendance of a Director at any meeting shall constitute a waiver of notice of such meeting except where such Director, upon arriving at objects to the lack of notice and does not vote for or assent to any action at the meeting.

ARTICLE 2.6 Action of Directors by Consent in Lieu of Meeting. Any action which is required to be, or which may be, taken at a meeting of the Board of Directors may be taken without a meeting if all of the members of the Board of Directors take such action and, to evidence such action, sign a written consent (which may be signed in two or more counterparts) that describes the action taken. Any such written consent shall have the same force and effect as a unanimous vote of the Directors at a meeting of the Board of Directors duly held and may be stated as such in any document executed on behalf of the corporation. The Secretary shall file such written consents with the minutes of meetings of the Board of Directors of the corporation.

ARTICLE 2.7 Meetings by Telecommunications Equipment. Unless otherwise provided in the Articles of Incorporation, any or all members of the Board of Directors may participate in any meeting of the Board of Directors by means of conference telephone, video conferencing or similar communications equipment whereby all persons participating in the meeting can hear each other. A Director who participates in a meeting in this manner shall be deemed to be present in person at the meeting.

ARTICLE 2.8 Quorum; Action of the Board. Unless a greater number is required by law, the Articles of Incorporation, or these Bylaws as to any particular matter, a majority of the Directors, with no less than one Director representing or appointed by each of the constituent organizations present (the City, the County, the Chamber (which includes the appointee of the Mayor of the City that is required to be a member of the Lawrence Convention and Visitors Bureau Advisory Board of the Chamber), and FFNHA), shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. The affirmative vote of a majority of the Directors present at any meeting of the Board of Directors shall be the act of the Board of Directors if a quorum is present when the vote is taken, except as may otherwise be specifically provided by law, the Articles of Incorporation, or these Bylaws. Any meeting of the Board of Directors may be adjourned by less than a quorum thereof.

ARTICLE 2.9 Adjournment. A majority of the Directors present at any meeting of the Board of Directors may adjourn such meeting until such date, time, and place as the Directors may then determine, or until the date, time, and place of the next regularly scheduled meeting of the Board of Directors. Unless otherwise required by law, the Articles of Incorporation, or these Bylaws, notice of the date, time, and place for reconvening an adjourned meeting need not be given to the Directors if such date, time, and place are fixed and announced at the meeting adjourned.

ARTICLE 3
Committees OF THE BOARD OF DIRECTORS

ARTICLE 3.1 Committees. The Board of Directors may designate one or more standing or special committees and may appoint Directors and others to serve on such committees. Each such committee shall have two or more members, all of whom shall serve at the pleasure of the Board of Directors. Each committee shall have such power and authority as is specified by the Board of Directors upon the establishment of such committee, subject to the Articles of Incorporation and applicable law.

ARTICLE 3.2 Committee Action. Each committee of the Board of Directors shall keep regular minutes of its meetings which shall be kept in the minute books or files of the corporation. The provisions of these Bylaws relating to actions by written consent in lieu of meetings and participation in meetings by means of conference telephone or similar communications equipment shall apply to committees of the Board of Directors and the members thereof. The Secretary or an Assistant Secretary of the corporation may act as secretary for any committee if the committee so requests.

ARTICLE 4
Officers

ARTICLE 4.1 Elected Officers.

(a) A Chair of the Board, Vice Chair of the Board, President, Secretary, and Treasurer shall be elected the Board of Directors at the annual meeting of the Board of Directors. The Secretary and Treasurer of the corporation shall be selected from the Board of Directors. The President shall also be the Chief Executive Officer and a paid employee of the corporation responsible for the day-to-day operations of the corporation. The President shall be an ex officio member of the Board without vote. The Board may convene in executive session without the President.

(b) The Board of Directors, in its sole discretion, may require any person elected to be an officer of the corporation to furnish a bond and/or to execute a written acceptance of office and a promise to discharge faithfully the duties of such office; provided, however, that unless otherwise required by the Board of Directors, an elected officer shall be deemed qualified when such officer begins the duties of the office to which such officer has been elected.

ARTICLE 4.2 Term of Office. The President of the corporation shall hold office until he or she resigns or is removed by the Board of Directors. The Chair of the Board, Vice Chair of the Board, Secretary and Treasurer of the corporation shall hold office for a term of one year and thereafter until his or her successor is elected and qualified, unless such officer earlier resigns or is removed by the Board of Directors. There shall be no limit on the number of terms an individual may serve in any office.

ARTICLE 4.3 Appointed Officers and Agents. The Board of Directors may also from time to time appoint such other officers and agents for the corporation as it shall deem necessary or advisable. All appointed officers and agents shall hold their respective positions at the pleasure of the Board of Directors, and they shall have and exercise such powers and have and perform such duties as shall be determined from time to time by the Board of Directors or by an elected officer empowered by the Board of Directors to make such determinations.

ARTICLE 4.4 Removal. Any officer or agent elected or appointed by the Board of Directors, including the President, and any employee of the corporation may be removed or discharged by the Board of Directors, with or without cause, whenever the Board of Directors shall determine, in its sole judgment, that the best interests of the corporation would be served thereby. Such removal shall be without prejudice to the contract rights, if any, of the person so removed.

ARTICLE 4.5 Vacancies. A vacancy in any office may be filled in the manner prescribed in these Bylaws for regular elections or appointments to such office. Any officer elected or appointed to fill a vacancy shall hold such office for the remainder of the unexpired term of his or her predecessor or until his or her successor is thereafter elected or appointed and qualified.

ARTICLE 4.6 Delegation of Authority to Hire, Discharge, and Designate Duties. The Board of Directors may from time to time delegate to the Chair of the Board, the President, or other officer or executive employee of the corporation authority to hire and discharge and to fix and modify the duties of employees of the corporation under the jurisdiction of such officer or executive employee. The Board of Directors may also delegate to such an officer or executive employee similar authority with respect to obtaining and retaining for the corporation the services of attorneys, accountants, and other professionals and experts. In the absence of any designation, the President shall have such general authority with respect to all employees and independent contractors whose services, in the discretion of the President, are required by the corporation.

ARTICLE 4.7 Chair of the Board. The Board of Directors will elect a Chair of the Board. The Chair of the Board shall be a Director and shall have such authority, powers, and duties as the Board of Directors may determine, and any act required or permitted by law to be done by the Board of Directors may when properly delegated be done instead by the Chair of the Board. The Chair of the Board shall preside at all meetings of the Board of Directors.

ARTICLE 4.8 President.

(a) The President shall be the chief executive officer of the corporation. The President shall have such general executive authority, powers, and duties of supervision and management as are usually vested in the office of the chief executive officer of a corporation and shall carry into effect all actions, directions, and resolutions of the Board of Directors. The President shall be an ex officio member (without voting authority) of the Board and all standing committees, including the executive committee, if any, and shall have such other or further duties and authority as may be prescribed elsewhere in these Bylaws or from time to time by the Board of Directors.

(b) The President may execute all promissory notes, mortgages, contracts, and other instruments, and may cause the seal of the corporation to be affixed thereto, for and in the name of the corporation. The President may execute powers of attorney from the corporation to such person or persons as the President may deem appropriate in furtherance of the activities or interests of the corporation.

ARTICLE 4.9 Vice Chair. The Vice Chair of the Board shall be a Director and shall perform the duties and exercise the authority and powers of the Chair of the Board in the event of the absence, death, disability, or inability to act of the Chair of the Board. The Vice Chair shall have such other authority and powers, and perform such other duties, as the Board of Directors may from time to time prescribe.

ARTICLE 4.10 Secretary.

(a) The Secretary shall be a Director and shall have the general authority, powers, duties, and responsibilities of a secretary of a corporation. The Secretary shall attend all meetings of the Board of Directors, and he or she shall record or cause to be recorded and shall maintain the minutes of all meetings and written consents to action without a meeting of the Board of Directors in minute books or files of the corporation to be kept for that purpose. The Secretary shall perform or cause to be performed like duties for each committee of the Board of Directors when requested to do so by the Board of Directors or by such committee. The Secretary shall have the authority and power to authenticate records of the corporation.

(b) The Secretary shall bear the principal responsibility to give, or cause to be given, notice of all meetings of the Board of Directors for which notice is required, but this shall not affect the authority of others to give such notice as is authorized elsewhere in these Bylaws. The Secretary shall keep or cause to be kept a current list of the Directors and any addresses furnished by the same. The Secretary shall see that all other books, records, lists, and information required by these Bylaws, by the Articles of Incorporation, or by law to be maintained at the principal office of the corporation in Kansas or elsewhere are so maintained. The Secretary shall keep in safe custody the seal of the corporation, if any, and when duly authorized to do so (including authorization given by the President or other executive officer of the corporation), shall affix the same to any instrument requiring it, and when so affixed, the Secretary shall attest the same by the Secretary’s signature. The Secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in these Bylaws or from time to time by the Board of Directors or the President, under whose direct supervision the Secretary shall be.

ARTICLE 4.11 Treasurer.

(a) The Treasurer shall be a Director and shall have the general authority, powers, duties, and responsibilities of a treasurer of a corporation and shall, unless otherwise provided by the Board of Directors, be the chief financial and accounting officer of the corporation. The Treasurer shall have the responsibility for the safekeeping of the funds and securities of the corporation and shall keep or cause to be kept full and accurate accounts of receipts and disbursements in books belonging to the corporation. The Treasurer shall keep, or cause to be kept, all other books of account and accounting records of the corporation and shall deposit or cause to be deposited all monies and other intangible assets of the corporation in the name of and to the credit of the corporation in such depositaries as may be designated by the Board of Directors (except assets that are not susceptible to such deposit, such as the corporation’s name).

(b) The Treasurer shall disburse, or permit to be disbursed, the funds of the corporation as may be ordered or authorized generally by the Board of Directors. The Treasurer shall render to the chief executive officer of the corporation or the Board of Directors, whenever asked by either to do so, an account of the financial condition of the corporation and an account of all transactions of the Treasurer and those under the Treasurer’s supervision. The Treasurer shall perform such other duties and shall have such other responsibility and authority as may be prescribed elsewhere in these Bylaws or from time to time by the Board of Directors.

(c) If required by the Board of Directors, the Treasurer shall give the corporation a bond in a sum and, if required by the Board of Directors, with one or more sureties satisfactory to the Board of Directors for the faithful performance of the duties of office and for the restoration to the corporation, in the case of such Treasurer’s death, resignation, retirement, or removal from office, of all books, papers, vouchers, money, and other property of whatever kind in the possession of or under the control of such Treasurer that belong to the corporation. The cost, if any, of said bond shall be paid by the corporation.

ARTICLE 4.12 Duties of Officers May be Delegated. If any officer of the corporation shall be absent or unable to act, or if the Board of Directors so elects for any other reason that it may deem sufficient, the Board of Directors may delegate, from time to time, some or all of the functions, authority, powers, duties, and responsibilities of any officer to any other officer or to any other agent or employee of the corporation or other responsible person.

ARTICLE 4.13 Compensation. The employees of the corporation shall receive such salaries or other compensation as may from time to time be determined by resolution of the Board of Directors, whether adopted prior to or following the rendering of services by such persons, or by employment contracts entered into with such persons by the Board of Directors.

ARTICLE 5
Indemnification

ARTICLE 5.1 Indemnification Required by Law. The corporation shall provide to the Directors such indemnification as it may be required to provide pursuant to applicable provisions of Kansas law.

ARTICLE 5.2 Additional Indemnification.

(a) The corporation shall indemnify any person who is or was a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, other than an action by or in the right of the corporation, by reason of the fact that such person is or was a Director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, limited liability company, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees, taxes imposed by Chapter 42 of the Internal Revenue Code, and expenses of correction paid pursuant to Chapter 42 of the Internal Revenue Code) and against judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit, or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

(b) The corporation shall indemnify any person who is or was a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a Director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, limited liability company, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees) and against amounts paid in settlement actually and reasonably incurred by such person in connection with the defense or settlement of the action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of such person’s duty to the corporation unless and only to the extent that the court in which the action or suit was brought determines upon application that, despite the adjudication of liability and in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnification for such expenses as the court shall deem proper.

(c) To the extent that a Director, officer, employee, or agent of the corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in the two preceding paragraphs of this Section or in defense of any claim, issue, or matter therein, such person shall be indemnified against expenses, including attorneys’ fees, actually and reasonably incurred by such person in connection with the action, suit, or proceeding.

(d) Any indemnification under Section 5.2(a) or Section 5.2(b), unless ordered by a court, shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the Director, officer, employee, or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 5.2. Such determination shall be made: (i) by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to the action, suit, or proceeding; or (ii) if such a quorum is not obtainable or, even if obtainable, if a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion.

(e) Expenses incurred in defending a civil or criminal action, suit, or proceeding may be paid by the corporation in advance of the final disposition of the action, suit, or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of the Director, officer, employee, or agent to repay such amount unless it shall ultimately be determined that such person is entitled to be indemnified by the corporation as authorized in this Section.

(f) The indemnification provided by this Section shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any provision of law, the Articles of Incorporation, other provisions of these Bylaws, any agreement or contract, a vote of disinterested Directors, or otherwise, both as to action in an official capacity and as to action in any other capacity while holding such office, and shall continue as to a person who has ceased to be a Director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such person.

(g) The corporation may purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, limited liability company, partnership, joint venture, trust, or other enterprise, against any liability asserted against such person or incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under the provisions of this Section.

(h) For purposes of this Section, references to the corporation include all constituent corporations absorbed in any consolidation or merger as well as the resulting or surviving corporation.

(i) The provisions of this Section are intended to facilitate the corporation’s ability to attract and retain qualified individuals to serve as its Directors and officers and at its request as directors and officers or in other capacities for other corporations or enterprises by providing and maximizing the amount of indemnification that the corporation is permitted to provide to such persons by applicable provisions of Kansas law, and the provisions of this Section shall be construed accordingly. The provisions of this Section do not limit the corporation’s power to pay or reimburse expenses incurred by a Director or officer of the corporation in connection with appearing as a witness in a proceeding at a time when the Director or officer has not been made a named defendant or respondent to the proceeding.

ARTICLE 6
General

ARTICLE 6.1 Checks. All checks, bank drafts, and other orders for the payment of money shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate. If no designation is made and unless and until the Board of Directors otherwise provides, both the President and the Treasurer shall individually have the power to sign all such instruments which are executed or made for the corporation in the ordinary course of its business.

ARTICLE 6.2 Execution of Contracts, Deeds, etc. Except as otherwise provided in these Bylaws or in the Articles of Incorporation, the Board of Directors may authorize any officer or officers, or agent or agents, to enter into any contract or execute any instrument in the name of, and on behalf of, the corporation, and such authority may be granted generally or confined to specific instances. Unless so authorized by the Board of Directors or in these Bylaws or in the Articles of Incorporation, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose in any amount whatsoever; provided, however, that any deeds or other instruments purporting to convey land or any interest therein shall be executed on behalf of the corporation by the President or by any agent or attorney so authorized under letter of attorney or other written power executed on behalf of the corporation by the President.

ARTICLE 6.3 Fiscal Year. For accounting and income tax purposes, the corporation shall operate on such fiscal year as may be designated from time to time by the Board of Directors.

ARTICLE 6.4 Robert’s Rules of Order. Except as otherwise provided in these Bylaws or in the Articles of Incorporation, the most current version of Robert’s Rules of Order shall be used for the conduct of all meetings of the Board of Directors.

ARTICLE 6.5 Amendments. The Bylaws of the corporation may from time to time be altered or amended in any respect or repealed in whole or in part, and new Bylaws may be adopted, by a majority vote of all members of the Board of Directors of the corporation, provided that any provision in these Bylaws requiring a greater vote to take any specific action may not be altered, amended or repealed without the vote of a sufficient number of members of the Board of Directors to take such action.

ARTICLE 6.6 Interpretation. Whenever the context so requires, the masculine gender in these Bylaws shall include the feminine and neuter, and the singular shall include the plural, and vice versa. The table of contents and headings are solely for organization, convenience, and clarity and shall not be construed to define, describe, limit, or expand the scope of these Bylaws or the intent of any of the provisions contained herein.

CERTIFICATE

I hereby certify that I am the Secretary of Destination Management, Inc., a Kansas nonprofit corporation, and the keeper of its corporate records; that the Bylaws to which this Certificate is attached were duly adopted by said corporation’s Board of Directors as and for the Bylaws of the corporation effective as of November 1, 2007; and that these Bylaws constitute the Bylaws of the corporation and are now in full force and effect.

____________________________, Secretary

ARTICLE 1 Offices and records