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Attachment B: Articles of Agreement

The initial board of directors shall be the incorporators. The board of directors
shall establish a code of by-laws not inconsistent with these Articles of Agreement or
the provisions NH RSA 292 as amended, for the governance of the corporation.

These Articles of Agreement may be amended by a vote of the two-thirds of the
Members at a Member meeting.

FOURTH: The provisions for disposition of the corporate assets in the event of
dissolution of the corporation including the prioritization of rights of shareholders and
members to corporate assets are:

In the event of dissolution, all net proceeds from the liquidation of the
assets and property of CPCNH and any remaining assets shall be conveyed to
its Members that remain at the time of dissolution as is determined by the Board in
accordance with law. No Director, Officer, committee member, employee, or
individual connected with CPCNH shall be entitled to share in the liquidation or
distribution of any of the assets of CPCNH upon its dissolution.

FIFTH: The New Hampshire principal address at which the business of this
corporation is to be carried on is:

Principal Mailing address is:

Business Email is info@cpcnh.org.

¥_ Please check if you would prefer to receive the courtesy Nonprofit Report
Reminder by email.

SIXTH: The amount of capital stock, if any, or the number of shares or
membership certificates, if any, and provisions for retirement, reacquisition and
redemption of those shares or certificates are: There is no capital stock, shares, or
membership certificates.

SEVENTH: The powers of the Corporation shall include the following:

7.1. Receive contributions and donations of property, funds, services, and other
forms of assistance from any source;

7.2 Employ agents and employees;

7.3 Lease real or personal property as lessee and as lessor;

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Attachment B: Articles of Agreement

7.4 Acquire, contract, manage, maintain, sell, or otherwise dispose of real and
personal property and operate any buildings, infrastructure, works, or improvements;

7.5 Receive, collect, invest, and disburse moneys;

7.6 Make and enter into contracts;

7.7 Sue and be sued in its own name;

7.8 Establish, operate, maintain and/or fund energy-related programs;

7.9 Make and enter into service agreements relating to the provision of services
necessary to plan, implement, operate, and administer CPCNH’s affairs;

7.10 Apply for, accept, and receive all licenses, permits, grants, loans, or other
aids from any federal, state, or local public agency;

7.11 Submit documentation and notices, register, and comply with orders,
tariffs, and agreements for the establishment and implementation of community power
aggregations and other energy related programs;

7.12 Acquire, purchase, finance, offer, arrange, construct, maintain, utilize
and/or operate one or more Projects as that term is defined in the JPA;

7.13 Incur debts, liabilities, and obligations, provided that all debts, liabilities
and obligations shall be non-recourse to any and all of the Members unless expressly
agreed to by such Members through a Member's Cost Sharing Agreement or Project
Contract as those terms are defined in the JPA;

7.14 Issue revenue bonds, and incur other forms of indebtedness including but
not limited to loans from private lending sources, pursuant to NH RSA 33-B, RSA 53-E,
RSA 53-F, and RSA 374-D, provided that any such bond or debt issuance is approved by
participating Members’ governing and legislative bodies as required by statute;

7.15 Form subsidiary or independent entities to carry out energy supply, energy
conservation and other energy-related programs that may be conducted by CPCNH;

7.16 Intervene in germane regulatory proceedings on behalf of itself and its
Members;

7.17 Engage in germane legislative activity, but shall not under any circumstance
directly or indirectly participate or intervene in any political campaigns on behalf of or
in opposition to any candidate for public office;

7.18 Assign, delegate, or contract with a Member or third party to perform any
of the duties of the Board, including, but not limited to, acting as administrator of the
Corporation;

7.19 Carry out other duties as required to accomplish other responsibilities as set
forth in the JPA;

7.20 Exercise all other powers necessary, proper, and lawful to carry out the
Articles of Agreement; and

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Attachment B: Articles of Agreement

7.21 Defend, hold harmless, and indemnify, to the fullest extent permitted by
law, each Member from any liability, claims, suits, or other actions.

EIGHTH: Provision eliminating or limiting the personal liability of a director, an
officer or both, to the corporation or its shareholders for monetary damages for breach
of fiduciary duty as a director, an officer or both is as follows:

There shall be no personal liability of a director, an officer, or both, to the
corporation for monetary damages for breach of fiduciary duty as a director, an officer,
or both, except with respect to:

1. Any breach of the director's or officer's duty of loyalty to the corporation.

2. Acts or omissions which are not in good faith or which involve intentional
misconduct or a knowing violation of law.

3. Any transaction from which the director, officer, or both, derived an
improper personal benefit.

NINTH: Signatures and post office address of each of the representatives of the
governmental entities associated together to form the corporation:

Signature and Name Post Office Address
1.
Signature Street
Name (please print) City/Town/State/ Zip
2.
Signature Street
Name (please print) City /Town/State/ Zip

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Attachment B: Articles of Agreement

3.
Signature Street
Name (please print) City/Town/State/Zip
4.
Signature Street
Name (please print) City/Town/State/ Zip
5.
Signature Street
Name (please print) City /Town/State/ Zip

Note: At least five signatures are required.

DISCLAIMER: All documents filed with the Corporation Division become public records and
will be available for public inspection in either tangible or electronic form.

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Attachment C: By-Laws

BY-LAWS
of the

COMMUNITY POWER COALITION
OF NEW HAMPSHIRE

ARTICLE I
NAME

The name of the corporation shall be the Community Power Coalition of New
Hampshire (“CPCNH”).

ARTICLE II
PURPOSE AND POWERS

Section 2.1 Purpose

The purpose of CPCNH is to promote the common good and general welfare
by supporting the economic vitality and prosperity of local communities by
enabling municipalities and counties to support and jointly exercise authorities
granted to them pursuant to NH RSA 33-B, NH RSA 53-E, NH RSA 53-F, and NH
RSA 374-D (including by reference NH RSA 33), all in accordance with NH RSA
53-A; to assist member municipalities and counties in complying with the provisions
of NH RSA 53-E in developing and implementing Electric Aggregation Plans and
Programs known as Community Power Aggregations; to provide supportive services
and technical assistance to community power aggregations serving member towns,
cities, counties, unincorporated places, and village districts; and to support and
promote public education and civic engagement by the residents and businesses of
member communities in developing and implementing energy and climate policies
and actions and the role of community power aggregations in advancing such policies
and actions for the common good.

Section 2.2 Community Power Coalition of New Hampshire Joint Powers
Agreement

This voluntary corporation is formed to carry out the objectives and purposes of
the Community Power Coalition of New Hampshire Joint Powers Agreement effective
on. CC, 2021 (the “JPA”).

Section 2.3 Powers

CPCNH is authorized, in its own name, to do all acts permitted under NH RSA
53-A, as amended from time to time, such other provisions of New Hampshire law not
inconsistent with NH RSA 53-A, as well as any act necessary, consistent with New
Hampshire law, to fulfill the purposes set forth in Section 2.1 above, including but not
limited to, each of the following:

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Attachment C: By-Laws

2.3.1 Receive contributions and donations of property, funds, services, and other
forms of assistance from any source;

2.3.2 Employ agents and employees;
2.3.3 Lease real or personal property as lessee and as lessor;

2.3.4 Acquire, contract, manage, maintain, sell, or otherwise dispose of real and
personal property and operate any buildings, infrastructure, works, or improvements;

2.3.5 Receive, collect, invest, and disburse moneys;

2.3.6 Make and enter into contracts;

2.3.7 Sue and be sued in its own name;

2.3.8 Establish, operate, maintain and/or fund energy-related programs;

2.3.9 Make and enter into service agreements relating to the provision of services
necessary to plan, implement, operate, and administer CPCNH’s affairs;

2.3.10 Apply for, accept, and receive all licenses, permits, grants, loans, or other
aids from any federal, state, or local public agency;

2.3.11 Submit documentation and notices, register, and comply with orders,
tariffs, and agreements for the establishment and implementation of community power
aggregations and other energy related programs;

2.3.12 Acquire, purchase, finance, offer, arrange, construct, maintain, utilize
and/or operate one or more Projects as that term is defined in the JPA;

2.3.13 Incur debts, liabilities, and obligations, provided that all debts, liabilities
and obligations shall be non-recourse to any and all of the Members unless expressly
agreed to by such Members through a Member's Cost Sharing Agreement or Project
Contract as those terms are defined in the JPA;

2.3.14 Issue revenue bonds, and incur other forms of indebtedness including but
not limited to loans from private lending sources, pursuant to NH RSA 33-B, RSA 53-E,
RSA 53-F, and RSA 374-D, provided that any such bond or debt issuance is approved by
participating Members’ governing and legislative bodies as required by statute;

2.3.15 Form subsidiary or independent entities to carry out energy supply,
energy conservation and other energy-related programs that may be conducted by

CPCNH;

2.3.16 Intervene in germane regulatory proceedings on behalf of itself and its
Members;

2.3.17 Engage in germane legislative activity, but shall not under any
circumstance directly or indirectly participate or intervene in any political campaigns
on behalf of or in opposition to any candidate for public office;

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Attachment C: By-Laws

2.3.18 Assign, delegate, or contract with a Member or third party to perform any
of the duties of the Board, including, but not limited to, acting as administrator of the
Corporation;

2.3.19 Carry out other duties as required to accomplish other responsibilities as
set forth in the JPA;

2.3.20 Exercise all other powers necessary, proper, and lawful to carry out the
Articles of Agreement and these By-Laws; and

2.3.21 Defend, hold harmless, and indemnify, to the fullest extent permitted by
law, each Member from any liability, claims, suits, or other actions.

ARTICLE III
MEMBERSHIP

Section 3.1 Members

The initial Members of CPCNH shall be the towns, cities, and counties that
entered into the JPA on or before its effective date of , 2021. Pursuant to NH
RSA 53-E, the following shall be also eligible to become members of CPCNH:

Section 3.2 Municipalities

Any city, town, unincorporated place, or village district within the state. Any
such entity (hereinafter “Municipality”) shall be eligible for membership in CPCNH.

Section 3.3 Counties

Any county within the state. Any such entity (hereinafter “County”) shall be
eligible for membership in CPCNH.

Section 3.4 Joint Powers Authority Any group of municipalities and counties
that have chosen to jointly operate a community power aggregation in accordance with
NH RSA 53-A and RSA 53-E shall be eligible for membership in CPCNH as a Joint
Powers Authority in lieu of individual municipal or county memberships.

Section 3.5 Manner of Becoming a Member

Any city, town, unincorporated place, village district, county, or joint powers
authorities may become a Member at any time upon an affirmative vote by the
governing body of the proposed new Member to approve and join the Community
Power Coalition of New Hampshire Joint Powers Agreement and by an affirmative
vote of a majority of the Board of Directors to approve the new Member.

Section 3.6 Designation of Member Representatives; Voting

The governing body of each Member shall designate in writing to the Chief
Executive Officer, or Chair of the Board in the absence of a Chief Executive Officer, an
elected or appointed official as a Member representative who shall attend CPCNH
meetings and vote on behalf of the Member. The governing body of each Member may

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Attachment C: By-Laws

also designate in writing an alternate to serve when the primary representative is
unavailable. The designated representative or alternate may also be employees or
volunteers of the Member. Each Member shall be entitled to one vote on the election of
Directors and all other matters submitted to a vote of the membership.

Section 3.7 Voluntary Withdrawal of Membership

A Member’s membership with CPCNH may be withdrawn by the Member’s
governing body upon notifying the Chair of the Board of Directors in writing and
complying the provisions of Section 3.9.

Section 3.8 Involuntary Termination of Membership

A Member's membership with CPCNH may be terminated by a two-thirds (2/3)
vote of the entire Board of Directors, with the exception of the terminated Member’s
representative if they are also a Director, for reasons deemed good and sufficient by the
voting Directors. Default under a Project Contract, failure to satisfy the material terms
of its Cost Sharing Agreement, as defined in the JPA, with the Corporation, and
material non-compliance with the provisions of the JPA are each ground for
terminating membership.

Section 3.9 Continuing Obligations

Any withdrawn or terminated Member shall execute all reasonable and
necessary documents to effectuate such withdrawal or termination and such Members’
continuing obligations shall be pursuant to the same terms for continuing obligations as
provided for under Article IV, Section 7 of the JPA.

ARTICLE IV
MEMBERSHIP MEETINGS
Section 4.1 Annual Membership Meeting of CPCNH

Each April there shall be an annual meeting (“Annual Membership Meeting”) of
the Members at a specific date, time, and place established by the Board of Directors
(“Board”). Written notice thereof shall be sent to the principal executive officers of each
Member by the Chief Executive Officer or Chair of the Board not less than thirty (30)
days prior to the Annual Membership Meeting date. The notice shall set forth the
number of Directors to be elected by the Members, as well as any other items of
business to be conducted at the Annual Membership Meeting. Only those items set
forth in the notice shall be acted upon at the Annual Membership Meeting.

Section 4.2 Regular Meetings of CPCNH
The Members may vote to hold periodic meetings. An annual schedule for such
meetings may be established by a majority vote of the Members. Written notice for each
such meeting shall be given not less than ten days prior to the date of the meeting. The
notice shall set forth the items of business to be conducted at each meeting. By a

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Attachment C: By-Laws

majority vote of the Members present at the meeting, items of business not identified in
the meeting notice may be transacted at such meeting.

Section 4.3 Special Meetings

Special meetings of CPCNH may be called by the Board or at the written request
of twenty-five percent (25%) of the Members. Written notice of a special meeting shall
be given not less than five (5) days prior to the date of said meeting. Only such business
stated in the notice shall be transacted at the said meeting.

Section 4.4 Quorum

Not less than twenty-five percent (25%) of the total number of Members shall
constitute a quorum for any meeting of the Members of CPCNH.

Section 4.5 Vote Necessary to Take Action

A plurality vote of the Members in attendance at a Membership meeting shall be
necessary to elect any Director. Amajority vote of the Members in attendance at a
Membership meeting shall decide any other matter, except as otherwise provided in
these By-Laws. Attendance at a meeting may be in the manners specified in Section
5.10 of these By-Laws.

Section 4.6 Meetings Subject to Right-to-Know Law

All meetings of CPCNH shall comply with New Hampshire’s Right-to-Know
Law, NH RSA 91-A, as amended from time to time.

ARTICLE V
BOARD OF DIRECTORS

Section 5.1 Management

The affairs, activities, and property of CPCNH shall be managed, directed, and
controlled by, and its power exercised by and vested in a Board of Directors, which
shall have all powers enumerated in the Articles of Agreement, the laws of the State of
New Hampshire as amended from time to time, and all other powers conferred by
these By-Laws and the JPA. Each year the Board shall establish the budget for

CPCNH.
Section 5.2 Board Duties

In addition to those duties outlined briefly in Section 5.1 above, the Board may
appoint a Chief Executive Officer and authorize such other positions as it shall deem
necessary to conduct the work of the organization.

Section 5.3 Composition

5.3.1 Initial Board Subject to the provisions of Section 5.3.2, below, the initial
Board of Directors shall consist of one designated representative, or alternate, from each
Member. At any point in time that there are less than five (5) Members, the Members,

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Attachment C: By-Laws

through their representatives to the Board of Directors, may elect additional voting
Directors by majority vote, such that there is always a minimum of five (5) voting
Directors. The term of such additional voting Directors shall end when there are at least 5
Members with representation on the Board of Directors,

5.3.2 Subsequent Boards

Until such time as there are a total of twenty-one (21) Members, all Member
representatives or their alternates shall serve as Directors. At such time as there shall be
more than a total of twenty-one (21) Members, members of the Board (“Directors”) shall
be selected from the representatives and alternates of Members of CPCNH, and such
other persons as provided in Section 5.4 of these By-Laws. At such time, to ensure the
broadest support for the goals of CPCNH, the organization shall seek Board members
who reflect the qualifications and diversity determined by the Board in its policies.
Among these considerations the Board shall at all times, so long as there are
sufficient Member representatives from each of the following designations,
include the following: not less than two Directors from cities, not less than two
Directors from towns, and not less than two Directors from counties or joint
powers authorities. There shall not be two or more Directors that represent the
same city, town, county, or joint powers authority. Every reasonable effort shall
be made to assure geographic diversity on the Board.

Section 5.4 Non-Voting Members

The Board, by majority vote, may appoint non-voting persons to serve on the
Board based on their expertise in areas valuable to the operations of CPCNH and as
liaisons with other related organizations.

Section 5.5 Terms of Office

Starting with the first election of Directors by the Membership pursuant to
paragraph 5.3.2. Directors shall serve three (3) year terms, staggered so that
approximately one-third (1/3) of the Directors will be elected each year. There shall be

no term limit.
Section 5.6 Election

Directors of CPCNH shall be elected by majority vote of the Members in
attendance at each Annual Membership Meeting. Attendance at the Annual
Membership Meeting may be in the manners specified in Section 5.10 of these By-
Laws. Vacancies on the Board may be filled by majority vote at any Regular Meeting
or Special Meeting of the Board, and those so elected shall fill the unexpired term of
their predecessors in office.

Section 5.7 Number

The initial Board shall consist of all the Member representatives or their
alternates, plus such additional Directors as may be elected pursuant to paragraph
5.3.1 until such time as there are more than twenty-one (21) members. When there are
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