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Attachment C: By-Laws

more than twenty-one (21) Members the Board shall consist of not less than eleven (11)
Members and not more than twenty-one (21) Members. The size of the Board’s
membership may be increased or decreased by amendment of these By-Laws.

Section 5.8 Meetings

The Chair may call meetings of the Board at any time, and a Special Meeting
must be called when requested in writing by twenty-five percent (25%) of the
Directors. Notice for a Special Meeting of the Board must be provided to each Director
in writing at least five (5) days prior to the Special Meeting and shall specify the
purpose of the Special Meeting. Only the items indicated in the Notice shall be acted
upon at a Special Meeting.

Section 5.9 Annual Meeting of the Board

The Annual Meeting of the Board Directors shall be held immediately
following the Annual Membership Meeting , or at such other time as may be
established by the Board, for the purposes of electing officers, receiving reports on the
financial fitness and activities of CPCNH, and determining the direction of the
organization for the coming year. The specific location and time of the Annual
Meeting of the Board and the Membership shall be held at such place as may be
designated from time to time by the Board.

Section 5.10 Electronic Participation at Meetings of the Board

To the extent permitted by RSA 91-A the Directors or the members of any
committee may participate in, and act at any meeting, using any means of
communication so long as all persons participating in the meeting can communicate
with each other concurrently. Such communication includes video, audio, electronic,
and telephonic conferencing. Participation by telephone or other electronic means
shall be equivalent to presence in person at a meeting for the purposes of determining
if a quorum is present. All Directors attending meetings by audio or electronic
conferencing shall be entitled to vote as if they were personally and physically present
at the meeting and their votes shall be recorded by the Secretary as completed via
audio or electronic attendance. E-mail is not considered a proper form of electronic
participation ata meeting. Only those attending a meeting in-person may vote to
break a tie.

Section 5.11 Record of Meetings

The Secretary or, in the absence of the Secretary, one of the Directors designated
by the Chair and participating in the meeting, shall keep a record of Board meetings.

Section 5.12 Quorum

At all meetings of the Board, twenty-five percent (25%) of the Directors then
serving shall be necessary and sufficient to constitute a quorum for the transaction of
business. The act of a majority of the Directors present at any meeting at which there
is a quorum shall be considered the act of the Board, except as may be otherwise

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Attachment C: By-Laws

specifically provided by the laws of the State of New Hampshire or these By-Laws.
No business shall be transacted at any meeting of the Board at which the required
quorum is not present, and the only motion, which the Chair shall entertain at such

meeting, is a motion to adjourn.
Section 5.13 Removal of Directors

Any Director may be removed at any time, with or without cause, by a vote of
two-thirds (2/3) of all of the Directors, with the exception of the Director subject
removal, at any Regular Meeting or Special Meeting of the Board called for that
purpose. In addition, any Director who fails to attend three (3) Regular Meetings of
the Board in a fiscal year may be asked to resign unless the Chair of the Board has
excused the absences.

Section 5.14 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, unless the act of the greater number is required
by law or these By-Laws.

5.14.1 To the extent permitted by RSA 91-A the Board may also act without a
meeting on any action required or permitted to be taken at a meeting if:

5.14.11 Written consent setting forth the action taken thereto is signed
by all the Directors and filed with the minutes of the meetings of the Board.
Written consents may be executed in any number of counterparts, all of which
when taken together shall constitute a single original consent.

5.14.1.2_ Consent by electronic mail setting forth the action taken thereto
is submitted and received by all the Directors and filed with the minutes of
the meetings of the Board. Such consents shall be treated as a vote of the
Directors for all purposes.

Section 5.15 Compensation

Board positions are voluntary, and Directors shall not receive any compensation
for their service as Directors from CPCNH. Compensation by a Member of its
representative is not precluded by these By-Laws. The Board may adopt policies
providing for reasonable reimbursement of Directors for incidental expenses incurred
in conjunction with carrying out their duties as Directors, such as extraordinary travel
expenses to attend Board meetings.

Section 5.16 Director Serving as Chief Executive Officer, Employee Serving
as Director

In no event may a Director serve as a Chief Executive Officer until six months
after his or her term as a Director or resignation from the Board. In no event may an
employee of CPCNH serve as a Director until six months after the termination of their

employment.

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Attachment C: By-Laws

ARTICLE VI
COMMITTEES

Section 6.1 Committees

Article IX of the JPA provides for committees that shall be established and other
committees that may be established by the Board, including special or ad hoc
committees, as the Directors deem necessary and appropriate to carry on or oversee the
work of the organization and goals and purposes of the JPA.

The Board shall strive to maintain diversity in the membership of each
committee to include consideration of the size and location of the various Members.

In addition, the Board shall strive to appoint committee members with
specialized knowledge in the areas for which each committee shall have responsibility.

Section 6.2 Limitations

Any committee whether established under the JPA or by the Board, to the extent
provided in a resolution of the Board, shall have all the authority of the Board, except
that no committee, regardless of Board resolution may:

6.2.1 Take any final action on matters that also requires Board approval;

6.2.2 Fill vacancies on the Board or any committee which has the authority of
the Board;

6.2.3. Expend CPCNH funds, except as authorized by the Board;
6.2.4 Appoint other committees of the Board or the members of committees; and
6.2.5 Approve any transaction to which CPCNH is a party, and one or more
Directors have a material financial interest.
ARTICLE VII
OFFICERS
Section 7.1 Officers

The Officers of CPCNH shall consist of a Chair, the Immediate Past- Chair,
a Vice-Chair, a Secretary, a Treasurer, and such other officers (“Officers”) as shall be
determined by the Board, all of which shall be elected by the Board. All Officers
shall be members of the Board.

Section 7.2 Election and Term of Office

The Board shall elect the Officers of CPCNH by majority vote of the Directors in
attendance at each Annual Meeting. Between Annual Membership Meetings, vacancies
in any Officer position may be filled by a majority vote of the Directors present at any
regularly or specially scheduled meeting of the Board. The Officers of CPCNH shall

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Attachment C: By-Laws

hold office for a term of one (1) year and shall not serve more than three (3) consecutive
one (1) year terms in any office.

Section 7.3 Chair

The Chair shall preside at all meetings of the Board and shall have and exercise
general charge and supervision over the affairs of CPCNH and the Chief Executive
Officer. The Chair shall perform such other duties as may be assigned by the Board.
He or she or the Chief Executive Officer shall, unless otherwise ordered by the Board,
execute all written agreements and contracts in the name of CPCNH, subject to
the approval of the Board or the Executive Committee.

Section 7.4 Immediate Past-Chair

Upon completing a final term as Chair, the person in that position shall
automatically move into the position of Immediate Past-Chair. The Immediate Past-
Chair shall remain a full voting member of the Board, even if his or her term has
expired, and the Board has reached its quota, provided that the Immediate Past-Chair
remains a designated representative or alternate of his or her Member. This position
will be a one (1) year position. The Immediate Past-Chair shall serve as an adviser to

the Board Chair,
Section 7.5 Vice Chair

The Vice Chair shall perform such duties as prescribed by the Board or the
Chair and shall act for the Chair in his or her absence.

Section 7.6 Secretary

The Secretary shall be present at all meetings of the Board and keep or
cause to be kept minutes of all meetings of the Board and maintain custody thereof. The
Secretary shall perform all other duties incident to the office, and such other duties as
may be assigned by the Board.

Section 7.7 Treasurer

The Treasurer shall oversee the collection and receipt of all money due CPCNH
and shall have supervision of CPCNH monies and regular books of accounts. He or
she shall oversee the deposits, expenditure, or investment of such funds according to
the direction of the Board. He or she shall oversee the full and accurate recordation of
receipts, deposits, investments, and expenditures. The Treasurer shall submit periodic
reports of financial transactions to the Board at least quarterly, and more often if so
requested. In conjunction with the Chief Executive Officer, he or she shall prepare the
annual budget for approval of the Board.

Section 7.8 Removal

Any Officer may be removed from office at any time, with or without cause, by
the affirmative vote of two-thirds (2/3) of the Board at any Regular Meeting or Special

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Attachment C: By-Laws

Meeting of the Board called expressly for that purpose, or whenever, in its judgment,
the best interest of CPCNH would be served thereby.

ARTICLE VIII
CHIEF EXECUTIVE OFFICER

The Chief Executive Officer shall be engaged by the Board in such manner as it
determines. The title for the Chief Executive Officer be part of the negotiations with the
Board. The Chief Executive Officer serves at the pleasure of the Board. The
Executive Committee shall review compensation and annual performance evaluation in
a process conducted by the Chair of the Board.

In general, the Chief Executive Officer shall be responsible for the administration
and management of CPCNH. The Chief Executive Officer shall participate in all Regular
Meetings of the Board and shall be responsible for carrying out the objectives of the
organization; subject to such written policies, directions and procedures as may be
established from time to time by the Board. The Chief Executive Officer shall be
responsible for the day-to-day operation of CPCNH, and is empowered to hire
additional staff, who report to the Chief Executive Officer, when the Board votes to
authorize a position and a budget line to support it.

A position description (for the Chief Executive Officer and any other staff) with
specific responsibilities will be drafted and reviewed as part of the annual performance
evaluation process.

Prior to hiring a Chief Executive Officer or in the absence of a Chief Executive

Officer the Board may retain such consultants and interim staff, such as an acting
manager, as it may determine is appropriate.

ARTICLE IX
AMENDMENTS

Section 9.1 Amendment of By-Laws

Except as otherwise provided by law, these By-Laws may be amended by a vote
of not less than two-thirds (2/3) of the Members in attendance at the Annual
Membership Meeting, any Regular Meeting, or any Special Meeting, provided that
written notice of the proposed amendments are distributed to each Member at least
fourteen (14) days prior to such meeting at which it is to be acted upon.

Further, all amendments must be consistent with the Articles of Agreement and
the JPA, and this Article IX, Article XI, and Article XIII may not be amended unless
such amendment is approved by the governing body of each Member.

The Board shall, as may be required by law, report to the New Hampshire
Attorney General, Charitable Trust Unit, a copy of any By-Law Amendments.

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Attachment C: By-Laws

ARTICLE X
FISCAL YEAR, FINANCIAL REPORTS, AND AUDITS
Section 10.1 Fiscal Year

As provided for under the JPA, the fiscal year shall be the calendar year, subject to
the Board’s discretion to amend the Fiscal Year.

Section 10.2 Financial Reports and Audits

As provided for under the JPA, an independent financial report by a
professional accounting firm of the books and records of CPCNH shall be conducted
each fiscal year, and a copy of such financial report shall be submitted to each Director
and the Members. A copy of such financial report may also be provided to others as
directed by the Chair. The Board shall determine when it is appropriate for audits to be
performed by professional accounting firms.

ARTICLE XI
DISSOLUTION, LIQUIDATION, AND DISTRIBUTION

CPCNH shall not be dissolved until such time as all principal of, and interest on,
bonds and other forms of indebtedness issued by CPCNH are paid in full or adequate
provision for such payment shall have been made in accordance with the instruments
governing such bonds and other forms of indebtedness. Thereafter CPCNH may be
dissolved upon the unanimous vote of all of the Members taken at a meeting of the
Membership called for that purpose; provided, however, that CPCNH shall continue to
exist after termination for the purpose of discharging or disposing of all claims and
obligations, liquidating and distributing all assets and property, and conducting all
other functions necessary to conclude the obligations and affairs of the CPCNH. In the
event of a vote for dissolution, the Board shall liquidate the business and assets and
the property of the Corporation as expeditiously as possible and distribute any net
proceeds and any remaining assets to any remaining Members in such manner as is
determined by the Board in accordance with law. The Board is vested with all
powers of the Corporation for the purpose of concluding and dissolving the business
affairs of the Corporation. No Member representative, 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.

ARTICLE XII
CONFLICT OF INTEREST

Section 12.1 Duty to Disclose and Voting Requirements
Any possible conflict of interest on the part of any Director or Officer of CPCNH,
shall be disclosed in writing to the Board and made a matter of record through an
annual procedure, and also when the interest involves a specific issue or transaction
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Attachment C; By-Laws

before the Board. Where the transaction involving a Director or Officer exceeds five
hundred dollars and no cents ($500.00) but is less than five-thousand dollars and no
cents ($5,000.00) in a fiscal year, a two-thirds (2/3) vote of disinterested Directors
approving the transaction is required. Where the transaction involved exceeds a value
of five thousand dollars and no cents ($5,000.00) in a fiscal year, then a two-thirds
(2/3) vote of disinterested Directors approving the transaction after publication of a
legal notice in a newspaper of general circulation in the community in which the
principal office of CPCNH is located (or if there is no such office, then in a newspaper of
general circulation throughout the state), and after written notice to the Office of the
Attorney General, Director of Charitable Trusts. Neither the interested Director nor any
other Director who had a pecuniary benefit transaction with CPCNH in the same fiscal
year shall be present for or participate either in the discussion or the actual vote
concerning the transaction and the minutes shall reflect the fact as well as the disclosure
of the Director's interest and the vote. Every new member of the Board will be advised
of this policy upon entering the duties of his and her office, and shall sign a statement
acknowledging, understanding and agreement to this policy. CPCNH shall keep a log
of the pecuniary benefit transactions occurring between it and Board Members.

Section 12.2 Other Statutory Requirements

The Board will comply with all applicable requirements of New Hampshire
laws dealing with pecuniary benefit transactions (NH RSA 7:19-a, II and 292:6-a) and
all such laws are incorporated in full into and made a part of this policy statement.
These requirements include, but are not limited to, (1) the absolute prohibition of
any loans to any Director or Officer of CPCNH; and (2) prohibition of any sale or
lease (for a term greater than five (5) years) or conveyance of real estate to or from a
Director or Officer, without the prior approval of the probate court. These
requirements extend to both direct and indirect financial interests.

ARTICLE XIII
INDEMNIFICATION AND INSURANCE

Section 13.1 Indemnification

Each Member (including its governing body), Member representative, Director,
Officer, committee member, employee, assignee, or agent of CPCNH, (and their
respective heirs, executors and administrators), shall be indemnified and held harmless
by CPCNH against any and all claims, demands, losses, costs, penalties, expenses
(including attorneys’ fees), judgments, damages and liabilities reasonably incurred by,
or imposed upon them in connection with any action, suit or proceeding to which they
may be made a party or with which they shall be threatened, by reason of their being,
or having been, a Member, Member representative, Director, Officer, committee
member, employee, assignee, or agent of CPCNH (whether or not they continues to be
a Member, Member representative, Director, Officer, committee member, employee,
assignee, or agent of CPCNH at the time such action, suit or proceeding is brought or

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Attachment C: By-Laws

threatened), arising in whole or in part, directly or indirectly from conduct in which
such Member, Member representative, Director, Officer, committee member,
employee, assignee, or agent has engaged in good faith. However, no such
indemnification shall apply in relation to any matter involving (i) a breach of their duty
of loyalty to CPCNH,; (ii) acts or omission which are not in good faith or which
involved intentional misconduct or a knowing violation of law; or (iii) a transaction
from which the Director, Officer, Member representative, committee member,
employee, assignee, or agent derived an improper personal benefit.

In the event of settlement of any such action, suit or proceeding brought or
threatened, such indemnification shall be limited to matters covered by the settlement
as to which CPCNH is advised by counsel that such Member, Member representative,
Director, Officer, committee member, employee, assignee, or agent is not liable for
misconduct as such, The foregoing right of indemnification shall be in addition to any
rights to which any Member (including its governing body), Member representative,
Director, Officer, committee member, employee, assignee, or agent may otherwise be
entitled,

Section 13.2 Insurance

CPNH shall self-provide or acquire insurance coverage as is necessary to
protect the interests of the CPCNH, the Members, employees, agents, and the public
and to indemnify such persons in instances in which they may be indemnified
pursuant to Section 13.1 in this Article XIII.

These By-Laws were approved by the Board on __, 2021.

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Attachment D: List of Members

The following entities are Parties to the Joint Power Agreement of Community Power Coalition
of New Hampshire:

1. City of Lebanon
2. Town of Hanover
3. City of Nashua
Cheshire County

wn

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Attachment E: Signatories

IN WITNESS WHEREOF, the Parties have executive this Joint Power Agreement for Community
Power Coalition of New Hampshire.

City of Lebanon, NH Cheshire County, NH

By: By:

Name: Name:

Title: Title:

Date: Date:

Town of Hanover, NH Town of ,NH
By: By:

Name: Name:

Title: Title:

Date: Date:

City of Nashua, NH Town of , NH
By: By:

Name: Name:

Title: Title:

Date: Date:

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