AMENDED AND RESTATED BYLAWS
OF
WICHITA MOUNTAINS PREVENTION NETWORK,
INC.
October 21, 2002

ARTICLE I

NAME AND PURPOSES

1.1 Name. The name of this corporation is "Wichita Mountains Prevention Network, Inc."

Purposes. Subject to the limitations set forth in this Certificate, the Corporation is formed for charitable purposes and to engage in charitable activities, subject to the limitations applicable to not-for-profit corporations in the Oklahoma General Corporation Act. Among other purposes, the Corporation shall be empowered to: (1) network, involve and utilize all of our community citizens, agencies, organizations and institutions in order to promote positive youth, family and community development; (2) develop increased awareness of problems facing society and promote a community climate of positive opportunities, attitudes and activities; (3) promote community support for effective parenting, constructive family communication and parental networking; (4) promote community awareness and revision of youth related laws and their consistent enforcement as well as the development of appropriate juvenile justice programs in the community; (5) promote the continued development and implementation of comprehensive, community-wide programs, primary prevention, intervention and education; (6) change social policy, laws and advertising practices regarding alcohol, tobacco and other drugs; and (7) develop, support and provide community and public education programs regarding such matters.
Restrictions. At no time, either on dissolution or prior to dissolution, shall any part of the funds or assets of the Corporation inure to the benefit of any private individual, nor be used for the purpose of carrying on propaganda or otherwise attempting to influence legislation, except as may be permitted by law and the Internal Revenue Code of 1986, as amended, (the "Code") or corresponding provisions of any subsequent federal tax laws (all references herein to the Code shall include reference to any corresponding provisions of any subsequent federal tax laws). The Corporation shall not participate in or intervene in any political campaign on behalf of any candidate for public office.

Certain Restrictions. If the Corporation is found to be a private foundation, as that term is defined in Section 509 of the Code, then (a) the Corporation shall conduct its business and distribute its income as necessary for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by Section 4942 of the Code, and (b) the Corporation shall not engage in any act of self-dealing as defined in Section 4941(d) of the Code, shall not retain any excess business holdings, as defined in Section 4943(c) of the Code, shall not make any investments in such a manner as to subject the Corporation to tax under Section 4944 of the Code, and shall not make any taxable expenditures, as defined in Section 4945(d) of the Code.
Charitable Activities. The Corporation shall carry on only those activities permitted to be carried on by a charitable organization as described in Section 501(c) (3) of the Code.
ARTICLE n OFFICES

Principal Office. The principal office of the Corporation shall be located in Lawton, Oklahoma. The Board of Directors may establish such offices as the business of the Corporation requires,
Registered Office. The Corporation shall have and continuously maintain a registered office in Lawton, Oklahoma and a registered agent whose office is the same as the registered office

ARTICLE III
BOARD OF DIRECTORS

Powers. The Board of Directors shall manage and direct the business and affairs of the Corporation. The directors shall have all powers and authority provided in the Certificate of Incorporation and permitted by law.
Number. The number of directors that will constitute the entire Board of Directors shall be not less than three (3) nor more than fifteen (15) and shall consist of seven to nine (7-9) directors until, within the limits specified above, a different number of directors, which shall constitute the whole board, shall be determined by resolution of the Board of Directors.

Election: Terms. Directors shall serve for terms of two or three years each and until their successors are elected and have qualified. The Board of Directors shall be divided into two classes, as nearly equal in number as possible, with the terms of approximately one-third of the directors expiring each year. Length of terms will be determined through a blind draw. Directors shall serve until their successors are duly elected and qualified or until the director's earlier death, resignation or removal. At each annual meeting, directors shall be chosen by the Board of Directors to succeed those whose terms have expired,

Vacancies. If a vacancy results from the resignation, removal or other inability or incapacity of a director, the remaining directors shall fill the vacancy. A director so chosen shall be elected to serve for the remainder of term of the director whose position had become vacant. Newly created positions on the Board resulting from any increase in the number of directors may be filled by a majority of the directors then in office. Any directors so chosen shall serve for a term approved by the directors at the time of creating the new positions.
Removal; Resignation. The Board may remove a director with or without cause by a majority vote of the entire Board of Directors. A director may resign by submitting a notice of resignation in writing to the President or the Executive Committee. The resignation is effective upon receipt, unless otherwise stated in the notice.
Advisory Directors. The Board may appoint one or more additional persons to serve as Advisory Directors of the Board. The Board may provide that Advisory Directors are entitled to all of the rights and privileges of directors, but they shall not be authorized to vote as directors, serve as officers or be counted in determining whether a quorum is present at meetings of the Board of Directors.

Regular Meetings. The Board shall hold an annual meeting during the first quarter following the end of each fiscal year of the Corporation for the purpose of electing officers and transacting any other business that may properly come before the meeting. The Board may hold additional regular meetings without call or notice at such place and time as the Board may determine.

Special Meetings. The President or a majority of directors then in office may call special meetings. Notice of a special meeting shall be given to each director at least seven days before the meeting. The notice shall set forth the time and place of the meeting but need not, unless otherwise required by law, state the purposes of the meeting. A majority of the directors present at any meeting may adjourn the meeting without notice, other than announcement at the meeting.

Place of Meetings. Board meetings may be held at such places as the Board may determine or as may be specified in the call of any meetings.

Quorum and Voting. A majority of the total number of directors, excluding any vacancies, present in person, shall constitute a quorum for the transaction of business at any meeting of the Board. Each director shall be entitled to one vote on matters presented to the directors. Board members may not vote by proxy. Except as otherwise specified in these Bylaws, the act of a majority of directors present in person at a meeting at which a quorum is present shall be the act of the Board of Directors.

Presence at Meeting. Members of the Board of Directors or of any Board committee may participate in a meeting of the Board or committee by means of conference telephone or similar communications equipment, provided that all persons participating in the meeting can hear each other. Such participation shall be considered to be presence in person at the meeting.

Action Without Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors or of any Board committee may be taken without a meeting if all members of the Board or such committee, as the case may be, consent to the action in writing, and the written consent is filed with the minutes of the proceedings of the Board or committee.

Compensation. The Corporation shall not pay any stated compensation to directors for their services as directors. Upon resolution of the Board, the Corporation may reimburse directors for the actual and reasonable expenses incurred in attending any meeting of the Board or of any committee.
ARTICLE IV OFFICERS AND EMPLOYEES

Election. At each annual meeting the Board of Directors of the Corporation, the Board of Directors shall elect such officers of the Corporation as may be necessary to enable the Corporation to sign instruments that comply with the Oklahoma General Corporation Act. Officers may include a President, one or more Vice Presidents, a Secretary, a Treasurer and an Assistant Secretary. The Board of Directors may also select or appoint an Executive Director of the Corporation.

Terms. Removal and Vacancies. The officers shall hold office for a term of one year and until their successors are duly elected and qualified and shall serve at the pleasure of the Board. The Board may remove any officer at any time whenever in its judgment removal would serve the best interests of the Corporation. The Board of Directors shall fill a vacancy in any office.

President. The President shall be subject to the direction of the Board of Directors and shall perform such duties as may be assigned by the Board. The President shall president at all meetings of the Board and committees of which he or she is a member. The responsibilities of the President shall include acting as a representative of the Corporation to the public as well as to governmental and voluntary organizations. The President shall have power to execute deeds, mortgages, leases and contracts or other instruments of the Corporation, except where the signing and execution shall be expressly delegated by the Board of Directors or by the President to some other officer or agent of the Corporation. In addition, the President shall in general have all other powers and perform all other duties incident to the position of President of a non-profit corporation.
Vice President. A Vice President shall perform such duties as the Board of Dir

ectors or the President may assign, In the absence or inability to act of the President, the Vice President (or if there is more than one Vice President, in the order designated by the Board and, absent such designation, in the order of their first election to that office) shall perform the duties and discharge the responsibilities of the President.

Secretary and Assistant Secretary. The Secretary shall keep corporate records and shall give notice of, attend, and record minutes of meetings of the Board of Directors. The Secretary shall, in general, perform all duties incident to the office of secretary and such other duties as the Board of Directors or the President may assign. The Secretary may delegate any such duties to the Assistant Secretary.

Treasurer. The treasurer shall be responsible for (i) the custody and safekeeping of all of the funds and securities of the corporation, (ii) the receipt and deposit of all moneys paid to the corporation, (iii) where necessary or appropriate, the endorsement for collection on behalf of the corporation of all checks, drafts, notes and other obligations payable to the corporation, (iv) the disbursement of funds of the corporation under such rules as the board may from time to time adopt, (v) maintaining the general books of account of the corporation, and (vi) the performance of such further duties as are incident to the office of treasurer or as may be assigned by the board or by the president.

Executive Director. The Board may appoint an Executive Director of the Corporation. The Executive Director shall (a) have the overall supervision of the business of the Corporation and shall direct the duly affairs of the Corporation, subject to any directions which may be given by the Board of Directors; (b) assure that the Corporation conforms with the requirements of authorized regulatory and inspecting agencies; (c) oversee compliance with the laws and regulations of federal, state and local governmental authorities; (d) carry out all policies and procedures established by the Board of Directors; and (e) in general, have all other powers and perform all other duties incident to the position of chief management, administrative and operating officer of a corporation and such other authority and duties as may be prescribed by the Board of Directors. The responsibilities of the Executive Director shall include acting as a representative of the Corporation to the public and to governmental and voluntary organizations and reporting to the Board of Directors on the performance of corporate functions.

ARTICLE V COMMITTEES

Appointment. The President shall appoint members and chairs of all committees, other than the Executive Committee. Each committee may consist of one or more directors of the Corporation and shall have such name or designation as the Board may determine. The President may designate one or more directors as alternate members of any committee who may replace any absent or disqualified member at any meeting of the committee. Any committee, to the extent authorized by the Board, shall have and may exercise the authority of the Board of Directors in the management of the business and affairs of the Corporation and may generally perform duties and exercise authority as may be directed or delegated by the Board of Directors. Each committee shall regularly report to the Board of Directors. The President may appoint persons who are not directors to serve as members of a committee, as long as the Board has not delegated its powers and authority to that committee.

Executive Committee. The Executive Committee shall consist of the officers of the Corporation who are Board members, plus one other Board member appointed by the Board of Directors. Additionally, the Executive Director of the Corporation shall serve as an ex officio member of the Executive Committee, without vote. The Executive Committee may meet at stated times or on notice to all of its members. During intervals between meetings of the Board of Directors, the Executive Committee shall generally perform such duties and exercise such powers as may be directed or delegated by the Board of Directors. The Board of Directors may delegate to the Executive Committee authority to exercise all of the powers of the Board.

Term. Each member of a committee shall continue as a member until the next annual meeting and until a successor is appointed, unless the committee to which the member belongs is discontinued by the Board of Directors or unless the member dies, resigns or is removed as a committee member.

Committee Meetings. Committee meetings may be held at such places as each committee may determine or as may be specified in the call of any meetings. The chairman of the committee shall arrange for written notice of the time and place of the meeting to be given to members of the committee at least three days prior to the meeting. Business to be transacted at any regular meeting of the committees shall not be limited to the matters set forth in the notice of meeting. The attendance of any committee member at any meeting shall constitute a waiver of notice of the meeting.

Quorum. A majority of the committee members present in person shall constitute a quorum for the transaction of business at any meeting of the committee.

Action Without Meeting. Any action required or permitted to be taken at any meeting of any Board committee may be taken without a meeting if a majority of the members of the committee consent to the action in writing, and the written consent is filed with the minutes of the proceedings of the committee.
Vacancies. The President shall appoint persons to fill vacancies on committees resulting from the resignation, removal, or other inability or incapacity of a committee member. A committee member so appointed shall serve for the remainder of the unexpired term.

ARTICLE VI
INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS

Actions Other Than in the Right of the Corporation. 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 (other than an action by or in the right of the corporation) by reason of the fact that he or she 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, trustee, officer, employee or agent of another corporation, partnership, joint venture or other enterprise against expenses (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interest of the Corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe that 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 good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interest of the Corporation and with respect to any criminal action or proceeding had reasonable cause to believe that his or her conduct was unlawful.

Actions by or in the Right of the Corporation. 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 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, trustee, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorney's fees) actually and reasonably incurred in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interest 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 to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine, upon application, that despite the adjudication of liability, but in the view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

Advancement of Expenses. Expenses incurred in defending a civil or criminal action, suit or proceeding, in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation.

Insurance. The Corporation may purchase (upon resolution duly adopted by the Board of Directors) 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, trustee, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify such person against such liability.

Indemnification Required. 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 herein or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred in connection therewith.

Entitlement. Every such person shall be entitled, without demand upon the Corporation or any action by the Corporation, to enforce his or her right to such indemnity in an action at law against the Corporation. The right of indemnification and advancement of expenses provided in this Article shall not be deemed exclusive of any rights to which any such person may now or later be otherwise entitled and specifically, without limiting the generality of the foregoing, shall not be deemed exclusive of any rights pursuant to statute or otherwise, of any such person in any action, suit or proceeding to have assessed or allowed in his or her favor against the Corporation or otherwise, costs and expenses incurred or in connection therewith or any part thereof.

ARTICLE VII
INTERESTED PARTIES

Definitions.
(a) Interested Person. Any director or officer, who has a material direct or indirect financial interest, as defined in this Article, is an interested person.

(b) Financial Interest. A person has a financial interest if the person has, directly or indirectly, through business, investment or family: (i) a material ownership or investment interest in any entity with which the Corporation has a transaction or arrangement; or (ii) a material compensation arrangement with the Corporation or with any entity or individual with which the Corporation has a transaction or arrangement. A person shall not be deemed to have a "financial interest" due to an employment arrangement with, or serving as a director or officer of, another non-profit Corporation that is exempt from federal income taxation under the Code.

Disclosure. An Interested Person shall disclose to the directors the existence and nature of his or her financial interest in any proposed transaction or arrangement involving the Corporation.

Procedures for Addressing Conflicts of Interest. The President or committee considering a transaction or arrangement involving an Interested Person shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. The Board or committee shall determine whether the Corporation may, without undue burden, delay or expense, obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest. If a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the Board or committee shall determine, by a majority vote of the disinterested directors, whether the transaction or arrangement is in the best interest of the Corporation and whether the transaction is fair to the Corporation.

Violations. If the Board or committee has reasonable cause to believe that an Interested Person has failed to disclose a conflict of interest as required in this Article, the Board or committee shall inform the Interested Person of the basis for such belief and afford the Interested Person an opportunity to explain the alleged failure to disclose. If, after hearing the response of the Interested Person and making such further investigation as may be warranted in the circumstances, the Board or committee determines that the Interested Person has in fact failed to disclose a conflict of interest as required in this Article, the Board or committee shall take appropriate disciplinary and corrective action.

Record of Proceedings. The minutes of the Board or committee shall contain: (a) the names of the persons who disclosed or otherwise were found to have a financial interest in connection with a conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the decision as to whether a conflict of interest in fact existed, and (b) the names of the persons who were present for discussions and votes relating to the transaction or arrangement, and a record of any votes taken.
Compensation. A director or committee member who receives compensation, directly or indirectly, from the Corporation shall not vote on matters pertaining to his or her compensation.

Validation of Contracts. No contract or transaction between the Corporation and one or more of its directors or officers, or other organization in which one or more of its directors or officers are directors or officers or have a financial interest shall be void or voidable solely for this reason or solely because the director or officer is present at or participates in the meeting of the Board which authorizes the contract or transaction or solely because his or her vote is counted for such purposes if;
(c) The material facts as to the director's interest and as to the contract or transaction are disclosed or are known to the Board of Directors and the Board in good faith authorizes the contract or transaction by a vote sufficient for such purpose without counting the vote of the interested directors); or

(d) The contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified by the Board of Directors.

Quorum. Interested directors may be counted in determining the presence of a quorum at a meeting at which the Board of Directors authorizes the contract or transaction.

ARTICLE VIII
GENERAL PROVISIONS

Notices. Unless otherwise provided by these Bylaws, notice may be given in writing and delivered personally, sent by United States mail postage paid, by facsimile or by electronic mail, and addressed to the individual to whom notice is being given at such address as appears on the records of the Corporation.
Waiver of Notice. A person entitled to notice under these Bylaws may waive the notice requirement by executing a written waiver.

Policy Against Discrimination. The Corporation shall not exclude from participation, deny benefits or services, or discriminate against any individual, on the basis of race, color, national origin, religion, sex or physical disability or impairment, under any program or activity it sponsors or conducts.

No Implied Rights. Nothing contained in these Bylaws is intended to confer any rights or benefits upon any individual or to confer any private right, remedy or right of action upon any person. These Bylaws are intended for internal corporate use only and solely for the governance of the internal affairs of the Corporation.
Immunities. To the fullest extent permitted by law, directors shall not be liable in damages to the Corporation for breach of fiduciary duty as a director.

ARTICLE IX
AMENDMENTS

These Bylaws may be amended; repealed, restated, or new bylaws may be adopted in the manner provided in the Certificate of Incorporation or the Oklahoma General Corporation Act.

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