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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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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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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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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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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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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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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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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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Se pe

EXHIBIT A
TABLE OF CONTENTS
GENERAL CONDITIONS

DEFINITIONS

INDEPENDENT CONTRACTOR STATUS
STANDARD OF CARE

CITY OF NASHUA REPRESENTATIVE
CHANGES TO SCOPE OF WORK

CITY OF NASHUA COOPERATION

DISCOVERY OF CONFLICTS, ERRORS, OMISSIONS, AMBIGUITIES, OR
DISCREPANCIES

TERMINATION OF CONTRACT

DISPUTE RESOLUTION

NO DAMAGES FOR DELAY

INSURANCE

INDEMNIFICATION

FISCAL CONTINGENCY

COMPENSATION

COMPLIANCE WITH APPLICABLE LAWS
NONDISCRIMINATION

ENDORSEMENT

ASSIGNMENTS, TRANSFER, DELEGATION, OR SUBCONTRACTING
CITY INSPECTION OF CONTRACT MATERIALS
DISPOSITION OF CONTRACT MATERIALS

PUBLIC RECORDS LAW, COPYRIGHTS, AND PATENTS
FINAL ACCEPTANCE

TAXES

NON- WAIVER OF TERMS AND CONDITIONS

RIGHTS AND REMEDIES

PROHIBITED INTERESTS

THIRD PARTY INTERESTS AND LIABILITIES
SURVIVAL OF RIGHTS AND OBLIGATIONS
SEVERABILITY

MODIFICATION OF CONTRACT AND ENTIRE AGREEMENT
CHOICE OF LAW AND VENUE

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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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