Board Of Aldermen

CPCNH JPA — Initial By-Laws (pp. 30-32)

Art. 10 - Financial Report & Audits p. 30

- Annual independent financial report by CPA
required — provide to each Director & Member

Art. 11 — Dissolution & Liquidation p. 30
- Require unanimous consent of all Members
- Responsible winding-up required
- All remaining proceeds & assets to Members

Art. 12 — Conflict of Interest pp. 30-31
12.1 Duty to Disclose & Voting Requirements
12.2 Compliance with pecuniary benefit transactions
Statutes in NH law.

CPCNH JPA — Initial By-Laws (pp. 19-29)

Art. 2 - Purpose & Powers repeat
Art. 3 - Membership:

3.5 Manner of Becoming a Member

pp. 19-21
p. 22

3.6 Designation of Member Representatives; Voting
- ONE VOTE PER MEMBER AS REQUIRED BY LAW

3.7-8 Withdrawal/Termination of Membership

Art. 4 - Membership Meetings pp. 22-23
4.6 All CPNH meetings to comply with RSA 91-A

Art. 5 - Board of Directors pp. 23-26

5.3 Composition: 5-21 w/1 Director per Member
until more than 21 members then:

CPCNH JPA — Articles of Agreement (p. 17)

Limitation of Personal Liability
EIGHTH:. . . 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. [fiduciary & good faith governance duties]

CPCNH JPA — Articles of Agreement (pp. 15-17)

POWERS: (similar to other joint power agencies & governmental instrumentalities)

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;

CPCNH JPA — Articles of Agreement (p. 14)

Incorporated as a NH nonprofit corporation per Secretary of State format

SECOND: 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;

CPCNH Joint Power Agreement (JPA) — Outline of Key Sections

Recitals that lay predicates or reasons for entering
into the JPA. pp. 1-2

Outline of Documents included p.2

« Att. B: Articles of Agreement of CPCNH pp. 14-18
° Att. C: Corporation By-Laws pp. 19-32
Purpose of JPA & Art. IV - Membership p.3

Art. V - Cost Sharing Principles -- Cost sharing only
by Agreement — designed to mostly be covered by

RSA 53-A — AGREEMENTS BETWEEN GOVERNMENT UNITS

Attachment G — Notices to Corporation

All notices to the Corporation shall be provided to its current corporate address, as follows:

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Attachment F — List of Project Contracts

The following is the List of Project Contracts entered into by Community Power New
Hampshire:

1. [Project Contact No. 1: Reserved]
2. [Project Contact No. 2: Reserved]

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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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