1.         ARTICLE III - Board of Trustees
Section I - Membership is amended to read as follows (deletions struck through, new text in bold italics):

There shall be no more than fifteen (15) nor less than nine (9) members of the Board of Trustees.  Members of the Board shall be elected at the Annual Meeting of the Trust.  Each elected Trustee shall serve a three-year term, unless completing an unexpired term.  No Trustee may serve more than six (6)nine (9) consecutive years without being off the Board for at least one year;, except as follows: 1) If a Trustee commences service by completing another Trustee’s unexpired term with less than two years remaining in such term, that Trustee may go on to serve up to three two more consecutive three-year terms; and 2) A Trustee who is serving as an officer and who would otherwise be subject to this rule may continue to serve as an officer and Trustee, but the total continuous service as a Trustee may not exceed nine (9) ten (10) years.

2.         ARTICLE III - Board of Trustees
Section VII - Voting is amended to read as follows (deletions struck through, new text in bold italics):

All decisions by the Board shall be made by a majority of its members present at the meeting, except for specific actions for which a greater majority is required for approval by these ByLaws, applicable law or a policy or procedure of the Trust approved by the Board by a vote meeting the higher voting standard set forth in such policy or procedure.   Any supermajority voting requirement of such a policy or procedure may only be amended by a supermajority vote of the Board meeting that specified supermajority voting standard.  A trustee shall be considered present and may fully participate in a meeting, including voting, by conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.  (This policy allows for meetings where any or all members are “present” by means of a conference call.)  Any agreement or contract to be entered into signed in the name of the Trust shall be subject to the following approval requirements:

(i)         Any disposition of an interest in property owned by the Trust in fee, which property originally was acquired by the Trust for the stated purpose of conservation, shall occur only after the Board has approved the transaction either (A) by a unanimous vote or (B) at an initial Board meeting and a second Board meeting, in each case by a vote of two-thirds of the entire Board of Trustees, with such meetings held not less than 30 days nor more than 90 days apart, with notice of the proposed transaction given to all Members by email and publication in a widely read regional weekly publication within 15 calendar days following the initial Board approval, such notice to include disclosure of the purpose, the proposed purchase price and other facts material to an understanding of the transaction; provided, however, that transactions that do not impair the conservation values of the property, including granting a conservation easement to a third-party, transferring fee ownership to a third-party with assurance of permanent conservation as explicitly planned and disclosed at the time the property was acquired by the Trust, leasing the property for best-practices agriculture or forestry or commercial forestry harvests on fee-owned land, shall not be subject to the requirements of this clause (i).

(ii)        Any other material agreement or contract including acquisition or disposition of land or interest in land must be approved by a majority of the entire Board of Trustees (or a supermajority vote if so required by a Board policy or procedure).  The following shall be deemed material agreements or contracts:

• Acquisition or disposition of an interest in real property other than leases or timber harvests; this includes acceptance of a conservation easement or the granting of a conservation easement;
• A lease for office space or a lease of fee-owned properties consistent with conservation of the land and ASLPT policies;
• Acquisitions or dispositions of personal property, except for receipt of gifts of cash or securities and subject to other exceptions, which may include a threshold dollar value below which an agreement or contract may be deemed not material, as specified by the Board in a policy or procedure adopted by the Board from time to time with the approval of a majority of the entire Board (a "Contracts Approval Policy");
• Engagements for services, subject to exceptions specified in a Contracts Approval Policy;
• Any other agreement or contract specified as "material" in a Contracts Approval Policy.