Board Of Aldermen

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

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

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

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;

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

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.

Page 5 of S
-18-

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:

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;

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.

Attachment B: Articles of Agreement

The State of New. Hampshire
Recording Fee: $25.00 RSA 292:2

ARTICLES OF AGREEMENT
OF

COMMUNITY POWER COALITION OF NEW HAMPSHIRE
A NEW HAMPSHIRE NONPROFIT CORPORATION

THE UNDERSIGNED, being persons of lawful age, associate under the
provisions of the New Hampshire Revised Statues Annotated, Chapter 292 by the
following articles:

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