1. Business Offices. The principal office of the corporation shall be located in the State of Nevada. The corporation may have such other offices, either within or without the State of Nevada, as the Board of Directors may determine or as the affairs of the corporation may require from time to time.

2. Registered Office. The corporation shall have and continuously maintain in the State of Nevada a registered office, and a resident agent whose office is identical with such registered office, as required under Chapter 82 of the Nevada Revised Statutes ("NRS"). The registered office may be, but need not be, identical with the principal office if the principal office is in the State of Nevada. The address of the registered office may be changed from time to time by the corporation as long as the proper filings are made with the Secretary of State of Nevada.

3. Mission Statement. The mission of the corporation shall be to enhance the quality of life within the Beatty Community through the funding and management of sustainable projects focused on infrastructure, education, tourism, community activities, recreation and conservation.

The fiscal year of the corporation shall be the calendar year.

The corporation shall have no voting members.

1. General Powers. The affairs of the corporation shall be managed by its Board of Directors.

2. Number and Qualifications. The number of the corporation’s Directors shall be set by the Board of Directors from time to time; provided, however, that at all times the corporation shall have at least three (3) Directors. From and after the 2023 annual meeting of the corporation’s Board of Directors, the number of Beatty Directors (as defined in Section 5 below) shall always be more than the AngloGold Directors (as defined in Section 4 below). All directors shall be individuals who are at least eighteen (18) years of age. Directors need not be residents of the State of Nevada. An appointed Director shall only serve as a Director of the corporation subject to his or her express consent.

3. Initial Directors. As set forth in the corporation’s Articles of Incorporation, the corporation’s Initial Directors (the “Initial Directors”) are Sean Marsh, Wayne Chancellor, and Nicole Altman. The term of each Initial Director shall begin immediately upon the filing of the corporation’s Articles of Incorporation on April 27, 2023 and shall expire immediately following the 2023 annual meeting of the corporation’s Board of Directors.

4. Appointed AngloGold Directors. At the 2023 annual meeting of the corporation’s Board of Directors, three (3) Directors shall be appointed by AngloGold Ashanti North America Inc. or its designated successor (“AngloGold,” with each such director being an “AngloGold Director” and collectively, the “AngloGold Directors”) and thereafter, AngloGold shall appoint AngloGold Directors at each annual meeting of the corporation’s Board of Directors at which an AngloGold Director’s term expires.

5. Beatty Directors. At the 2023 annual meeting of the corporation’s Board of Directors, AngloGold shall appoint three (3) or more directors who: (a) are Town of Beatty community members; (b) are not employees, officers, or directors of AngloGold; and (c) do not have any contractual or other relationship with AngloGold (each, a “Beatty Director,” and collectively, the “Beatty Directors”). At each successive annual meeting of the corporation’s Board of Directors thereafter at which the terms of one or more Beatty Directors expire, such Beatty Directors shall be appointed by the Board of Directors from candidates that are identified pursuant to the evaluation and nomination process set forth in Section 6 below.

6. Nomination Process for Beatty Directors. Following the 2023 annual meeting of the corporation’s Board of Directors, the Board of Directors shall establish a nominating committee (the “Beatty Director Nominating Committee”), comprised of the Beatty Directors then serving. The Beatty Director Nominating Committee shall identify potential individuals meeting the qualifications for Beatty Directors as outlined in Section 5 above, shall communicate with such individuals regarding their interest in serving as a Beatty Director, and shall nominate potential Beatty Director candidates for the Board of Directors to consider.

7. Terms and Limitations. Initial Directors shall serve the for the term set forth in Section 3 above. For the AngloGold Directors appointed at the 2023 annual meeting, AngloGold shall designate one director to serve a one-year term that expires immediately following the 2024annual meeting of the corporation’s Board of Directors, and shall designate two directors to serve a two-year term that expires immediately following the 2025 annual meeting. For the Beatty Directors appointed at the 2023 annual meeting, AngloGold shall designate the number of such Directors that is closest as possible to one-half of such Directors to serve a one-year term that expires immediately following the 2024 annual meeting, and the remainder of such Directors to serve a two-year term that expires immediately following the 2025 annual meeting. From the 2024 meeting and thereafter, the term of each Director shall be two years, with such term beginning immediately upon such Director’s appointment and ending immediately after the second successive annual meeting of the corporation’s Directors. There shall be no limitation on a Director serving consecutive terms. Notwithstanding the foregoing, the terms of Directors shall continue until their successors have been appointed and qualified.

8. Removal. Directors may be removed, with or without cause, by AngloGold with respect to the AngloGold Directors and by the vote of a majority of the Directors then in officewith respect to the Beatty Directors.

9. Regular Meetings. The Board of Directors may provide by resolution the time and place, either within or without the State of Nevada, for the holding of the annual meeting and other regular meetings of the Board without other notice than such resolution.

10. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or a majority of the Board of Directors. The person or persons authorized to call special meetings of the Board may fix any place, either within or without the State of Nevada, as the place for holding any special meeting of the Board called by them.

11. Notice of Special Meetings. Notice of the date, time and place of each special meeting of directors shall be given to each director at least two days prior to such meeting. The notice need not state the purpose or purposes thereof. Notice to each director of any special meeting may be given in person, by telephone, facsimile or other form of wire or wireless communication or by mail or private carrier. Oral notice to a director of any special meeting is effective when communicated. Written notice to a director of any special meeting, including without limitation notice sent by electronic mail, is effective at the earliest of: (a) the date received; (b) five days after it is deposited in the United States mail, properly addressed to the last address for the director shown on the records of the corporation, first class postage prepaid; or (c) the date shown on the return receipt if mailed by registered or certified mail, return receipt requested, postage prepaid, in the United States mail and if the return receipt is signed by or on behalf of the director to whom the notice is addressed.

12. Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a majority of the directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

13. Manner of Acting. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these bylaws.

14. Vacancies. A vacancy occurring with respect to an Initial Director position (including any vacancy resulting from an increase in the number of Initial Directors) may be filled by the affirmative vote of a majority of the remaining Directors. A vacancy occurring with respect to an AngloGold Director position (including any vacancy resulting from an increase in the number of AngloGold Directors) may be filled by AngloGold or its successor. A vacancy occurring with respect to a Beatty Director position may be filled by the Board of Directors from candidates nominated by the Beatty Director Nominating Committee as described in Section 6 above. A Director appointed to fill a vacancy with respect to an existing Director position shall serve for the unexpired term of his or her predecessor in office.

15. Compensation. Directors as such shall not receive any stated salaries for their services, but by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board; but nothing herein contained shall be construed to preclude any director from serving the corporation in some other capacity and receiving compensation therefor as determined by the Board of Directors.

16. Informal Action by Directors. Pursuant to NRS Section 82.271, any action required or permitted to be taken at any meeting of the Board of Directors or a committee of the Board may be taken without a meeting if, before or after the action, a written consent thereto is signed by a majority of the board of directors or committee members. If the vote of a different proportion of the directors is required for an action, then the different proportion of written consents is required.

17. Meetings by Telephone or Electronic Communications. Members of the Board of Directors or any committee designated thereby may hold or participate in a meeting of the Board of Directors or such committee through electronic communications, videoconferencing, teleconferencing or other available technology which allows the participants to communicate simultaneously or sequentially. Participating in a meeting pursuant to this provision constitutes presence in person at the meeting.

1. Officers. The officers of the corporation shall be a President, a Secretary, a Treasurer, and such other officers as may be elected in accordance with the provisions of this Article. The Board of Directors may elect or appoint such other officers, including one or more Vice Presidents, Assistant Secretaries and one or more Assistant Treasurers, as it shall deem desirable, such officers to have the authority and perform the duties prescribed, from time to time, by the Board of Directors. Any two or more offices may be held by the same person. The officers must be natural persons.

2. Qualifications, Election and Term of Office. Unless otherwise provided in the corporation's articles of incorporation or these bylaws, an officer may, but need not, be a member of the Board of Directors. The officers of the corporation shall be elected annually by the Board of Directors at the next regular meeting of the Board of Directors following the annual meeting of the Board of Directors. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. New offices may be created and filled at any meeting of the Board of Directors or at any other time upon a majority vote of the Board of Directors. Each officer shall hold office until his successor shall have been duly elected and shall have qualified.

3. Removal. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors at any time with or without cause, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed.

4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

5. President. The President shall be the principal executive officer of the corporation and shall in general supervise and control all of the business and affairs of the corporation. He or she shall preside at all meetings of the Board of Directors. He or she may sign, with the Secretary or any other proper officer of the corporation, contracts or other instruments which the Board of Directors has authorized to be executed, except in the cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these bylaws or by statute to some other officer or agent of the corporation; and in general he or she shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

6. Vice President. In the absence of the President or in event of his or her inability or refusal to act, the Vice President (or in the event there is more than one Vice President, the Vice Presidents in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Any Vice President shall perform such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.

7. Treasurer. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board of Directors shall determine. He or she shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of Article X of these bylaws; and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.

8. Secretary. The Secretary shall keep the minutes of the meetings of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents, the execution of which on behalf of the corporation under its seal is duly authorized in accordance with the provisions of these bylaws; keep a register of the mailing address of each director which shall be furnished to the Secretary by such Director and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.

9. Assistant Treasurers and Assistant Secretaries. If required by the Board of Directors, the Assistant Treasurers shall give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Treasurers and Assistant Secretaries, in general, shall perform such duties as shall be assigned to them by the Treasurer or the Secretary or by the President or the Board of Directors.

1. Committees of Directors. The Board of Directors shall create the Beatty Director Nominating Committee, and may create additional committees of the Board and appoint one or more directors to serve on them, by vote of a majority of all directors in office, which committees shall have and exercise the authority of the Board of Directors in the management of the corporation, except that no such committee shall have the authority of the Board of Directors in reference to electing, appointing or removing any member of any such committee or any officer of the corporation; amending or repealing the articles of incorporation; amending or repealing the bylaws; adopting a plan of merger or a plan of consolidation with another corporation; authorizing the sale, lease or exchange of all or substantially all of the property and assets of the corporation; authorizing the voluntary dissolution of the corporation or revoke proceedings therefore; adopting a plan for the distribution of the assets of the corporation; or amending, altering or repealing any resolution of the Board of Directors. Each such committee must have at least one director.

2. Other Committees. The corporation may have other committees similarly appointed which shall not have the authority of the Board of Directors in the management of the corporation.

3. Term of Office. Each member of a committee shall continue as such until the next annual meeting of the Board of Directors of the corporation and until his or her successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.

4. Chairman. One member of each committee shall be appointed chairman by the person or persons authorized to appoint the members thereof.

5. Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.

6. Quorum. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

7. Rules. The same rules described herein regarding meetings, action without meeting, notice, waiver of notice and quorum and voting requirements of the Board of Directors similarly apply to the committees of the Board and their members.

Each director and officer shall exercise their powers in good faith and with a view to the interests of the corporation. In performing their respective duties, a director or officer is entitled to rely on information, opinions, reports, books of account or statements, including financial statements and other financial data, if prepared or presented by: (i) one or more directors, officers or employees of the corporation whom the director or officer reasonably believes to be reliable and competent in the matters prepared or presented; (ii) legal counsel, public accountants or persons as to matters the director or officer reasonably believes are within such person's or presenter's professional or expert competence; or (iii) a committee upon which the person relying thereon does not serve, established in accordance with Article VI of these bylaws as to matters within the committee's designated authority and matters on which the director or officer reasonably believes the committee merits confidence.

A director or officer must not be found to have failed to exercise his or her powers in good faith and with a view to the interests of the corporation unless it is proved by clear and convincing evidence that he or she has not acted in good faith and in a manner reasonably believed by him or her to be with a view to the interests of the corporation. Except as otherwise may be provided in the Articles of Incorporation, NRS Chapter 35, or NRS Chapter 82, no action may be brought against an officer or director of a corporation based on any act or omission arising from failure in his or her official capacity to exercise due care regarding the management or operation of the corporation unless the act or omission involves intentional misconduct, fraud or knowing violation of the law.

1. Conflicting Interest Transactions. As used in this Article, "conflicting interest transaction" means: a contract or other transaction between the corporation and one or more directors or officers of the corporation, or between the corporation and any corporation, firm or association in which one or more of its directors or officers are directors or officers or has a financial interest or a party related to a director of the corporation.

2. Voidability of Conflicting Interest Transactions. No conflicting interest transaction shall be void or voidable solely because the conflicting interest transaction involves a director of the corporation or a party related to a director of the corporation or an entity in which a director of the corporation is a director or officer or has a financial interest or solely because the director or officer is present at the meeting of the corporation's Board of Directors or of the committee of the Board of Directors that authorizes or approves the conflicting interest transaction or solely because the vote or votes of common or interested directors are counted for such purpose if:

          (a) The fact of the common directorship, office or financial interest is disclosed or is known to the Board of Directors or the committee and noted in the minutes, and the Board of Directors or committee of the corporation in good faith authorizes, approves or ratifies the conflicting interest transaction by a vote sufficient for the purpose without counting the vote or votes of the common or interested director or directors;

          (b) The fact of the common directorship or financial interest is not disclosed or known to the director or officer at the time the transaction is brought before the Board of Directors or committee for action; or

          (c) The conflicting interest transaction is fair as to the corporation at the time it is authorized or approved.

3. Approval of Conflicting Interest Transactions. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes, approves or ratifies the conflicting interest transaction and if the votes of the common or interested directors are not counted at the meeting, then a majority of the disinterested directors may authorize, approve or ratify a conflicting interest transaction.

4. Party Related to Director. For purposes of this Article, a "party related to a director" shall mean a spouse, a descendent, an ancestor, a sibling, the spouse or descendent of a sibling, an estate or trust in which the director or a party related to a director has a beneficial interest, or an entity in which a party related to a director is a director, officer, or has a financial interest.

Indemnification. To the extent permitted or required by the act (as defined below) and any other applicable law, if any director or officer (as defined below) of the corporation is made a party to, threatened to be made a party to, or is involved in (for example as a witness) any proceeding (as defined below) because such person is or was a director or officer of the corporation, the corporation shall indemnify such person from and against expenses, including attorneys’ fees, judgments, fines (including but not limited to ERISA excise taxes), and amounts paid in settlement actually and reasonably incurred (including but not limited to expenses of investigation and preparation, and fees and disbursements of counsel, accountants or other experts) by such person in such proceeding provided, such person (i) is not liable pursuant to Section 78.138 of NRS or (ii) acted 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 no reasonable cause to believe his or her conduct was unlawful. The termination of any such proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person is liable pursuant to Section 78.138 of NRS or did not act in good faith and in a manner in which he or she reasonably believed to be in or not opposed to the best interests of the corporation, or that, with respect to any criminal action or proceeding, he or she had reasonable cause to believe that his or her conduct was unlawful. Furthermore, the corporation may indemnify any such person in any proceeding that is by or in the right of the corporation to procure a judgment in its favor provided subsections (i) and (ii) set forth above are applicable to such person and provided further that indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable in the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

To the extent that a director or officer of the corporation has been successful on the merits or otherwise in defense of any such proceeding or in defense of any claim, issue or matter therein, the corporation shall indemnify him or her against expenses, including attorneys' fees, actually and reasonably incurred by him or her in connection with the defense.

The corporation may in its discretion (but is not obligated in any way) to indemnify an employee or agent of the corporation to the same extent as to a director or officer.

The foregoing provisions for indemnification are discretionary unless ordered by a court and the corporation may provide for indemnification only as authorized in each specific case upon a determination that indemnification is proper in the circumstances by a majority vote of a quorum consisting of directors not parties to the proceeding.

The expenses of any director or officer (or employee or agent indemnified by the corporation to the same extent as to a director or officer) incurred in defending a proceeding may be paid by the corporation at its discretion as they are incurred and in advance of the final disposition of the proceeding upon written acknowledgement by such person that he or she will repay the amount if it is ultimately determined by a court of competent jurisdiction that such person is not entitled to be indemnified by the corporation.

Any repeal or modification of the foregoing provisions of this article for indemnification or advancement of expenses shall not affect adversely any right or protection stated in such provisions with respect to any act or omission occurring prior to the time of such repeal or modification. If any provision of this article or any part thereof shall be held to be prohibited by or invalid under applicable law, such provision or part thereof shall be deemed amended to accomplish the objectives of the provision or part thereof as originally written to the fullest extent permitted by law, and all other provisions or parts shall remain in full force and effect.

As used in this article, the following terms have the following meanings:

         (a) Act. The term "act" means Chapter 82 of the NRS as it exists on the date this article is adopted, and as the Chapter 82 of the NRS may be thereafter amended from time to time. In the case of any amendment of the Chapter 82 of the NRS after the date of adoption of this article, when used with reference to an act or omission occurring prior to effectiveness of such amendment, the term "act" shall include such amendment only to the extent that the amendment permits a corporation to provide broader indemnification rights than the Chapter 82 of the NRS permitted prior to the amendment.

         (b) Director or Officer. The term "director" or "officer" means (i) an individual who is or was a director or officer of the corporation or (ii) an individual who while a director or officer of the corporation, is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.

         (c) Proceeding. The term "proceeding" means any threatened, pending or completed claim, action, suit, or proceeding and all appeals whether civil, criminal, administrative or investigative.

         (d) Code. The term "Code" means the Internal Revenue Code of 1986, as amended from time to time.

2. Limitation. Notwithstanding any other provision of this Article IX, during any period that the corporation is a "private foundation" within the meaning of section 509 of the Code, or any corresponding provision of any future United States tax law, the corporation shall not indemnify any person from or against or advance to any person the cost of, such expenses, judgments, fines, or amounts paid or necessarily incurred, nor shall the corporation purchase or maintain such insurance, to the extent that any such indemnification, purchase, or maintenance would be determined to be an act of self-dealing within the meaning of section 4941 of the Code, to be a taxable expenditure within the meaning of section 4945 of the Code, or to be otherwise prohibited under the Code, unless and to the extent (i) a court orders such indemnification, or (ii) the purchase or maintenance of such insurance can be treated as reasonable compensation to such person.

1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

2. Checks, Drafts, Etc. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer or an Assistant Treasurer and countersigned by the President or a Vice President of the corporation.

3. Deposits. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositaries as the Board of Directors may select.

4. Gifts. The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the corporation.

5. Proxies. Unless otherwise provided by resolution adopted by the Board of Directors, the President or any Vice President may from time to time appoint one or more agents or attorneys in fact of the corporation, in the name and on behalf of the corporation, to cast the votes which the corporation may be entitled to cast as the holder of stock or other securities in any other corporation, association or other entity any of whose stock or other securities may be held by the corporation, at meetings of the holders of the stock or other securities of such other corporation, association or other entity, or to consent in writing, in the name of the corporation as such holder, to any action by such other corporation, association or other entity, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such consent, and may execute or cause to be executed in the name and on behalf of the corporation and under its corporate seal, or otherwise, all such written proxies or other instruments as he may deem necessary or proper in the premises.

The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors and committees having any of the authority of the Board of Directors, and shall keep at its registered office (i) a copy, certified by the Nevada Secretary of State, of the corporation's articles of incorporation and all amendments thereto, and (ii) a copy, certified by an officer of the corporation, of its bylaws and all amendments thereto. All books and records of the corporation may be inspected by any director or his or her agent or attorney for any proper purpose at any reasonable time.

Whenever any notice is required to be given under the provisions of Chapter 82 of the NRS or under the provisions of the articles of incorporation or the bylaws of the corporation, a director may waive any notice required to be given to such director by the Act or these bylaws: (i) whether before or after the date or time stated in the notice as the date or time when any action will occur, by delivering a written waiver to the corporation which is signed by the director entitled to the notice for inclusion in the minutes, but such delivery and filing shall not be conditions of the effectiveness of the waiver; or (ii) by a director's attendance at the meeting whereby such director waives objection to lack of notice or defective notice, unless the director at the beginning of the meeting objects to the holding thereof or transacting business at the meeting because of lack of notice or defective notice and the director also does not vote for or assent to action taken at the meeting. Further, even if a director attends or participates in a meeting, the director does not waive any required notice if special notice was required of a particular purpose and the director objects to transacting business with respect to the purpose for which such special notice was required and does not thereafter vote for or assent to action taken at the meeting with respect to such purpose.

The Board of Directors may amend these bylaws at any time to add, change, or delete a provision, except that any such amendment shall require the approval of AngloGold or its successor and all of the Beatty Directors then serving.