TINE WILLIAM J. CLINTON PRESIDENTIAL FOUNDATJON

AMENDED AND RESTATED BYLAWS

ARTICLE I

OFFICES

Section 1. Princi pal Office . The principal office of The William J. Clinton

Presidential Foundation (hereafter referred to as the "Corporation") shall be located in the state

of Arkansas. The Corporation may from time to time have such other offices as the Board of

Directors may determine or as the affairs of the Corporation may require.

Section 2. Registered Office . The Corporation shall have and continuously

maintain in the state of Arkansas, a registered office and a registered agent whose office is

located to such registered oflice. I he registered office may be, but need not be, located in the

principal office of the Corporation. The address of the registered office may from time to time

he changed by the Board of Directors.

ARTICLE II

DIRECTORS

Section-l.- Powers and ualifications . The policies of the Corporation shall

be determined, and its affaini shall be managed, by its Buard of Directors. All powers of the

Corporation may be exercised by or under the authority of the Board of Directors. The

Directors shall act only as a Board of Directors, or as a committee thereof; individual

Directors shall have no power as such. Directors need not be citizens of the United States, nor

residents of the state of Arkansas. From among their members, the Directors shall elect a

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Chairman and a Secretary of the Board who shall serve for terms of one (1) year. The

Chairman of the Board shall preside at all meetings of the Board of Directors and shall have

such other powers and perform such other duties as may from time to time be assigned by

these Amended and Restated Bylaws or by the Board of Directors.

Section 2. Number . The initial number of Directors of the Corporation shall

he fixed by the Articles of Incorporation. Thcrcattcr, the number of Ditet,tuls of the

Corporation shall he not less than three (3). Such number may be increased or decreased from

time to time by the Board; p rovid however , that the number of Directors shall be not less

than three (3); and, provided further, that no decrease shall have the effect of shortening the

term of any incumbent Director.

Section 3. Election . The members of the Board of Directors shall elect or

appoint the successor members of the Board of Directors at the annual or a special meeting of

the Board of f)irertors called for that purpose prior to the end of the term of the then current

Board of Directors

Section 4. 't'erm . The Directors shall serve for a term of one (1) year and until

their successors are elected and qualified, or until their earlier resignation, removal or death.

Section 5. Resignations . Any Director may-resign at-any-time by notifying the

Board of Directors of the Corporation in writing. Such resignation shall take effect at the time

specified therein. Acceptance by the Board of Directors of the Corporation of such resignation

shall not be necessary to make it effective

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Section 6. Removal . Directors may be removed from office at any time, with

or without cause, upon a majority vote of the Board of Directors at a meeting expressly called

for that purpose.

Section 7. Vacancies. Vacancies in the Board of Directors shall be deemed to

exist in the event of the resignation, removal, or death of a Director, or in the event of an

increase in the number of Directors. Any such vacancy shall be filled by a majority vote of the

remaining members of the Board of Directors A Director elected to fill a vacancy shall hold

office for the unexpired term of his or her predecessor. In the case of an increase in the

number of Directors, a newly appointed Director shall hold office until the next annual

meeting.

MEETINGS OF THE BOARD OF DIRECTORS

Section S. Location of Nfeetings . Meetings of the Board of Directors, annual,

regular, or special, may he held within or without the crate of Arkansas and may be held by

means of telephone conference.

Sectiuu 9 . Annual sleeting , The annual meeting of the Board of Directors

shall be held at such time and place as shall be determined by the Board of Directors and

designated in the notice or waiver of notice of the meeting.

Section 10. Regular Meetings. Regular meetings of the Board of Directors

may be held without notice at such time and place as shall be determined from time to time by

the Board of Directors.

Section 11. Call ol' Speeia l Meetings . The Chairman of the Board or the

Chief Executive officer of the Corporation may call, or upon the request of a majority of the

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members of the Board of Directors, the Secretary of the Board shall call, special meetings of

the Board of Directors.

Section 12, Notice of S pecial Meetings . Notice of special meetings of the

Board of Directors shall be in writing, signed by the Chairman of the Board or the Chief

Executive Officer of the Corporation, or the Secretary of the Board, and shalt be served

pe,sottatty ut seat to eaLli Director by mall or telegram or facsimile addressed to his or her last

known address at least two (2) days before the time designated for such meeting unless longer

notice is required by law. Notice of special meetings shall state the time and place of the

meeting; the purpose or purposes of such meetings need not be specified, unless otherwise

required in the Articles of Incorporation or these Amended and Restated Bylaws.

Section 13. Waiver of Not ice. Whenever notice is required to he given to any

Director under the provisions of the Arkansas Nonprofit Corporation Act of 1993, the Articles

of Incorporation, or these Amended and tlcstatcd Bylaws, a waiver dicicuf in writing , Signed

by the person or persons entitled to such notice, whether before or after the time stated therein,

shall be equivalent to the giving of such notice . Such waiver shall specify the purpose or

purposes of the meeting . A Director ' s attendance at or participation in a meeting shall

constitute a waiver of notice of such meeting .-

Section 14 . Quorum . A majority of the Directors then in office shall

constitute a quorum for the transaction of business at any meeting of the Board of Directors,

ttnlrcc ntherwice rertstirori by the Arkansas Nnnprofit Corporation Act of 1993, the Articles of

Incorporation, or these Amended and Restated Bylaws. However, if a quorum is not present at

any meeting of the Board of Directors, those Directors present may adjourn the meeting from

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time to time, without notice other than announcement at the meeting, until a quorum shall be

present.

Section 15. Action by Majority Vote. Except as required by the Arkansas

Nonprofit Corporation Act of 1993, the Articles of Incorporation, or these Amended and

Restated Bylaws, any action by a majority of the Directors present at a meeting at which a

quorum is present shall be deemed the action of the Board of Directors.

Section 16. Actiou by Writ ten Consent . Any action required or permitted to

be taken at a meeting of the Board of Directors may be taken without a meeting if a consent in

writing, setting forth the action so taken, shall be signed by all of the Directors.

COMMITTEES

Section 17. Designation . The Board of Directors may from time to time create

one (1) or more committees of the Board and appoint members of the Board to serve on them.

The Board of Director.9 shall designate two (2) or more Directors to serve on any such

committee or committees. The Board of Directors shall have the power at any time to:

(i) designate a member of such committee as its chairman; (ii) fill vacancies on any committee;

(iii) change the membership of any committee; or (iv) discharge a committee.

Section 18. Powers . Each-committee-shall have. and may exercise, such

powers not inconsistent with the Arkansas Nonprofit Corporation Act of 1993, the Articles of

incorporation, or these Amended and Restated Bylaws, as authorized by the Board of

Directors. The designation of any such committee and the delegation thereto of authority shall

not operate to relieve the Board of Directors, or any individual Director, of any responsibility

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imposed upon it or him or her by law. The members of a committee shall act only as a

committee,

Section 19. Term . Members of a committee shall serve for a term of one (l)

year or until the next annual meeting of the Board of Directors, and until their successors are

appointed, or until their earlier resignation, removal with or without cause, or death, or until

the comvnittce shall sooncr be terminated.

Section 20. Meetings . Meetings of a committee may be held within or without

the state of Arkansas, and may be held by means of telephone conference. A majority of any

such committee may fix the time and place of its meetings. Each committee shall keep records

of its actions, and report such actions to the Board of Directors and the Chief Executive

Officer.

Section 21 . Q uorum . A majority of the then serving members of any

committee shall constitute a quorum. Any action of the mujority of those present at a Meeting

at which a quorum is present shall be deemed the action of the convnittee, except when a

committee has only two (2) members, in which case any action must be by unanimous consent.

Section 22 . The Board of Directors may appoint persons as Trustees of the

Foundation to serve on a Committee of Trustees. The-Board of-Directors-may appoint any

number of persons as Trustees whose duties and responsibilities shall only be those set forth in

these Amended and Restated Bylaws and as may be assigned by the Board of Directors.

Section 23. The position of Truster' Nhatl hP an honoranr position and Trustees

shall have no authority to act for or on behalf of the Board of Directors or the Corporation.

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ARTICLE III

OFFICERS

Section 1 . Officers . The officers of the Corporation shall be elected by the

Board of Directors and shall consist of. A Chief Executive Officer, a Secretary, and a Chief

Financial Officer, and such additional officers, if any, as shall be elected by the Board of

Directors. All officers shall hold office at the pleasure of the Board of Directors. Otticers

may, but need not, he Directors. One person may hold the offices and perform the duties of

two or more of said officers: provided, however, that no officer shall execute, acknowledge or

verit;' any instrument in more than one capacity if such instrument is required by law, the

Articles of Incorporation or these Amended and Restated Bylaws to be executed, acknowledged

or verified by two or more officers. In addition to the powers and duties of the officers of the

Corporation as set forth in these Bylaws, the officers shall have such authority and shall

perform such duties as from time to time may be determined by the Board of Directors.

Section 2. Resignations . Any officer of the Corporation may resign at any

time by giving written notice of his or her resignation to the Corporation. Any such

resignattnn shall take effect at the time specified therein or, if the time when it shall become

effective shall not be specified therein , immediately upon receipt ._ Unless otherwise specified

therein, the acceptance of any such resignation shall not be necessary to make it effective.

Section 3. Rentoval . Any officer of the Corporation may be removed, either

with or without cause, at any time, by the Board of Directnrc at any meeting All agents and

emplolces other than officers elected by the Board of Directors shall also be subject to

removal, with or without cause, at any time by the officers appointing them.

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Section 4 . The Chief Executive Officer . The Chief Executive Officer, subject

to the provisions of these Amended and Restated Bylaws and to the direction of the Board of

Directors, shall have ultimate authority for decisions relating to the general management and

control of the business and affairs of the Corporation. The Chief Executive officer shalt

perform such other duties as may be assigned by the Board of Directors from time to time.

Section 5. Chief Financial Officer. The Chief Financial Officer shall have

charge of and be re,,ponsihle for all securities, funds, receipts and disbursements of the

Corporation, and shall deposit or cause to be deposited, in the name of the Corporation, all

monies or valuable effects in such banks, trust companies or other depositories as shall, from

time to time, be selected by or tinder authority granted by the Board of Directors; he or she

shall be custodian of the financial records of the Corporation and shall keep or cause to be kept

full and accurate records of all receipts and disbursements of the Corporation and shall render

to the Chairman of the Board, the Chief Executive Officer and the Board of Directors,

whenever requested, an account of the financial condition of the Corporation; and he or she

shall perform such other duties as may be assigned by the Chief Executive Officer or the Board

of Directors.

Section b. The Secretary . The Secretary -shall-keep- the minutes-of-all

meetings of the Board of Directors and the minutes of all meetings of committees in books

provided for that purpose, the Secretary shall attend to the giving or serving of all notices of

the Corporation; the Secretary shall have custody of the corporate seal of the Corporation and

shall affix the same to such documents and other papers as the Board of Directors, or the Chief

Executive Officer Shall authorize and direct; he or she shall have charge of the such other

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books and papers as the Board of Directors or the Chief Executive Officer shall direct, all of

which shall at all reasonable times be open to the examination of any Director, upon

application, at the office of the Corporation during business hours; and he or she shall also

have such other powers and shall perform such other duties as may from time to time be

assigned by these Bylaws, the Board of Directors, or the Chief Executive Officer.

Section 7 . A d ditional Officers . The Board of Ducutuis may fl•om time to

time elect such other officers (who may but need not be Directors ), as the Board may deem

advisable and such officers shall have such titles and such authority and shall perform such

duties as may from time to time be assigned to them by the Board of Directors , the Chief

E;xeculive Officer or any other officer to whom the officer reports.

Section 8 . Terns . Officers shall serve for a term of one (1) year or until the

next annual meeting of the Board of Directors, and until their successors are elected and

qualified, or until their earlier resignation , removal or death.

ARTICLE IV

COMPENSATION OF DIRECTORS AND OFFICERS

Section 1 . C pensafinn o f Directors _ Directors shalt not receive uny

compensation for their services as Directors, Trustees shall not receive any compensation for

their services as Trustees. however, the BoarO of Directors may authorize reimbursement for

all expenses incurred in connection with the performance of services for the Corporation.

including but not limited to attendance at annual, regular , or special meetings of the Board of

Directors of the Corporation and the Trustees. Nothing contained herein shall preclude any

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Director or Trustee from serving the Corporation in any other capacity and receiving

compensation therefor.

Section 2. Compensation of Officers . Salaries or other compensation of the

officers may be fixed from time to time by the Board of Directors , provided that such salaries

and compensation shall not be excessive in amount and shall he for services which are

icahuuabtc and ucLctsary f-Or performance of the Corporation's purposes.

ARTICLE V

LIABILITY AND INDEMNIFICATION

Section 1 . Liability . To the fullest extent as may be permitted or provided by

the Arkansas Nonprofit Corporation Act of 1993 from time to time, no Director, Trustee,

officer, employee or agent of the Corporation shall be personally liable for acts or omissions in

providing services on behalf of the Corporation. In the absence of fraud or bad faith, the

officers, Directors and Trustees of the Corporation shall not be personally liable for its debts,

obligations or liabilities.

Section 2. Indemnification . The Corporation shall indemnify any person who

was or is 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, by reason of

the fact that he or she is or was a Director, Trustee, officer, employee or agent of the

Corporation. or is or was serving at the request of the Corporation as a Director. Trustee.

officer, employee or agent of another corporation, partnership, joint venture, trust or other

enterprise, iigaillSt expeiisC,l (iJILludiiig auui ncy's fees), judgments, fines and amounts paid in

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settlement actually and reasonably incurred in connection with such action, suit, or proceeding,

to the fullest extent permitted by the Arkansas Nonprofit Corporation Act of 1993. Such

indemnification shall not he deemed exclusive of any other rights to which such Director,

Trustee or officer may he entitled, under any bylaw, agreement, vote of the Board of

Directors, or otherwise.

Section 3. Prohibition Against Self-Dealing . Anything c.uutdined in this

Article to the contrary notwithstanding, the Corporation shall in no event indemnify any person

otherwise entitled to such indemnification if such indemnification would constitute "self-

dealing " as defined in Section 4941 of the Internal Revenue Code of 1986, as amended.

ARTICLE VI

GENERAL PROVISIONS

Section ] _ (: rants . The Board of Directors may prospectively or retroactively

authorize any officer or officers, agent or agents. in the name, and on behalf, of the

Corporation, and in the administration of any approved program, to make any grants or

contributions or provide financial assistance to any qualified individuals or organizations.

Section 2. Execution of Cont racts. The Board of Directors, except- as -- - - -

otherwise provided in these Amended and Restated Bylaws, may prospectively or retroactively

authorize an officer or officers, agent or agents, in the name, and on behalf, of the

fortxoration. to enter into any contract, or execute and deliver any instrument as may he

necessary to carry out the purposes of the Corporation. Any such authority may be general or

confined to \pceifiL. iuataucub.

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Section 3. Loans . The Board of Directors may authorize the Chief Executive

Officer or any other officer or agent of the Corporation to: (1) obtain loans and advances at

any time for the Corporation from any bank , trust company, firm, corporation , individual or

other institution ; ( ii) make , execute, and deliver promissory notes, bonds, or other certificates

or evidences of indebtedness of the Corporation ; and (iii ) pledge and hypothecate , or transfer

any sccuritics or other property of the Corporation as security for any such loans or advanccs.

Such authority conferred by the Board of Directors may be general or confined to specific

instances . No loans shall he made by the corporation to any Director , Trustee or officer

thereof.

Section 4. Gifts . The Board of-Directors may accept on behalf of the

Corporation, any contribution, gift, bequest or devise, to be turned over to and used for the

purposes of, the Corporation.

Section S. Investments . The Corporation shall have the right to retain all or

any part of any securities or property acquired by it in whatever manner, and to invest and

reinvest any funds held by it according to the judgment of the Board of Directors. The Board

of Directors is restricted to the prudent investments which a Director is or may hereafter be

permitted by law to make.

Section 6. Voting of Securiti es Held by the Corporation . Stocks and other

securities oAned by the Corporation shall he voted, in person or by proxy, as the Board of

Directors may specify. In the absence of any direction by the Board of Directors. such 'rocks

and securities shall be voted as the president may determine.

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Section 7. Books and Records . There shall be kept at the principal office of

the Corporation, correct books of accounts of all the business and transactions of the

Corporation.

Section R. Depnuitories . The funds of the Corporation not otherwise employed

shall from time to time be deposited to the order of the Corporation in such banks, trust

companies, or other depositories as the Board of Directors may select. or as may be selected

by any one (1) or more officers or agents of the Corporation to whom such power may from

time to time be delegated by the Board of Directors.

Section 9. Signatories . All checks, drafts , and other orders for payment of

money out of the funds of the Corporation, and all notes and other evidences of indebtedness

of the Corporation, shall be signed on behalf of the Corporation in such manner as shall from

time to time be determined by the Board of Directors. In the absence of such determination by

the Board of Dircctors, such tnstruincnts shall he signed by the Chief Financial Officer and

countersigned by the Chief Executive Officer of the Corporation.

Section 10. Annual Audit . The Board of Directors may require that an annual

audit be made of the books and accounting records of the Corporation.

Section 11. Fiscal Year . The fiscal year-of the corporation shall be

determined by resolution of the Board of Directors.

Section 12. Corporate Seal . The Corporation may have a corporate seal with

its name, } ear of incorporation, and the words " Corporate Seal, Arkansas " inscribed thereon

The seal. if any. Shall be in the custody of the secretary and may be used by him or her. or any

other officer so authorized by the Board of Directors, by causing it, or a facsimile thereof, to

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be impressed, affixed, or reproduced otherwise on any instrument or document as may be

required by law, these Amended and Restated Bylaws, the Board of Directors, or the Chief

Executive Officer. The presence or absence of the seal on any instrument, or its addition

thereto, shall not affect the character , validity , or legal effect of the instrument in any respect.

ARTICLE VII

AMENDMENTS

These Amended and Restated Bylaws, or any one (1) or more of the provisions

thereof, may be altered, amended, or repealed and new Bylaws adopted by a majority vote of

the Directors then in office at a meeting of the Board of Directors expressly called for that

purpose. Notice of the intent to alter, amend. or repeal and adopt new Rylaws shall be give in

accordance with Article II, Section 12 hereof.

ARTICLE VIII

EFFECT OF PROVISIONS OF LAW AND CERTIFICATE OF INCORPORATION

Each of the provisions of these Amended and Restated Bylaws shall he subject

to and controlled by specific provisions of the Arkansas Nonprofit Corporation Act-of 1993 or

the Articles of Incorporation which relate to their subject matter, and shall also be subject to

any exceptions or more specific provisions dealing with the subject matter appearing in these

Amended and Restated Bylaws, as amended from time to time.

These Amended and Restated Bylaws are adopted this a0 day of * r _ _ , 2005.

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