MISSOURI RIVER HISTORICAL DEVELOPMENT, INC.
CORPORATE RESOLUTION FOR AMENDMENT OF BYLAWS

RECITALS

WHEREAS, Section I of Article V of the Amended and Substituted Bylaws of Missouri River Historical Development, Inc. ("MRHD") adopted on December 7, 2015, requires a majority of the Board of Directors present at a meeting at which a quorum is present to designate an Executive Committees consisting of not less than three (3) and not more than five (5) of its members; and

WHEREAS, at a regular meeting of the Board of Directors held on February 6,2017, at which a quorum was present, upon motion duly made by Dave Bernstein and seconded by Bob DeSmidt, a majority of the Board of Directors voted in favor of amending the bylaws to increase the maximum number of Directors constituting the Executive Committee from five (5) to seven (7) Directors. 

NOW, THEREFORE, it is hereby resolved that Section 1 of Article V of the Amended and Substituted Bylaws of Missouri River Historical Development, Inc. ("MRHD") adopted on December 7,2015, be and hereby is amended to increase the maximum Directors constituting the Executive Committee from five (5) to seven (7) Directors.

Roxanne Gould, Secretary


MISSOURI RIVER HISTORICAL DEVELOPMENT, INC.
FIRST AMENDMENT TO BYLAWS ADOPTED DECEMBER 7, 2015

ARTICLE V-EXECUTIVE AND NOMINATING COMMITTEES

SECTION 1. APPOINTMENT OF EXECUTIVE COMMITTEE. The Board of Directors shall, by resolution adopted by a majority of the Directors present at a meeting at which a quorum is present, designate an Executive Committee. The Executive Committee shall consist of the officers of the Corporation and such other Directors as may be designated. The Board of Directors shall designate not less than three (3) nor more than seven (7) of its members to constitute an executive committee. The designation of such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed by law.

The foregoing First Amendment to Bylaws was adopted by Resolution of the Board of Directors on February 6, 2017.

Roxanne Gould, Secretary