ARTICLE I - PURPOSES

The Biomass Energy Resource Center, Incorporated, a public benefits corporation, is organized and will be operated exclusively for educational and scientific purposes as may qualify it for tax exempt status under Section 501(c)(3) of the Internal Revenue Code or corresponding provisions of subsequently enacted federal law. These purposes include providing public benefit by disseminating research findings, educating the public and encouraging the implementation of projects that use renewable biomass and waste energy to: 1) build sustainable community energy infrastructure; 2) reduce the harmful effects of global climate change; 3) provide environmental benefit to society as a whole; and 4) provide local and regional economic development benefits to communities in domestic and international settings. The Biomass Energy Resource Center will engage in activities consistent with the above purposes, including, but not limited to: providing information, training and technical assistance to communities, institutions, businesses and individuals; assisting these entities in studies and sustainable energy project implementation; and carrying out and reporting on research into low-emissions biomass energy technologies and their use to benefit communities and society as a whole.

ARTICLE II - MEMBERSHIP

There shall be no members of the corporation. The Board of Directors shall have the sole voting power.

ARTICLE III - BOARD OF DIRECTORS

A. Responsibility

The Board of Directors shall be responsible for the general management of and authority over the property, business and affairs of the corporation. It is authorized to apply for and receive funds from any and all sources, and may appropriate these funds as it sees fit to carry out the policies of the corporation.

B. Membership and Term of Office

The Board of Directors shall consist of not less than five (5) members and not more than sixteen (16) members. The terms of the initial Board members will be approximately evenly divided among one, two and three year terms. Directors may be reelected to serve more than one term. When a current director is reelected or replaced at the end of a normal term of service, the reelected or new replacement director shall serve for a term of three years, or until she/he submits her/his resignation in writing, or until she/he is removed. When the election of a new director or directors increases the total number of directors on the Board, the term of each new director shall be one, two or three years, to be determined at the first Board meeting attended by the new director(s). When a new director is elected to replace a director who has not served her/his full term, the new director shall serve out the term of the director being replaced. Vacancies or expansion of the Board as these Bylaws permit shall be filled by nomination by a director and by majority vote of directors present at a meeting. Board members shall receive prior notice of nominations.

C. Meetings

An annual meeting of the Board of Directors will be held on January 16, 2001, and annually thereafter in August of each year, unless another time is agreed to by the Board. The purpose of this meeting shall be to elect officers and transact any pending business matters. In addition, the Board shall meet from time to time as may be necessary and at places to be determined by the Board to conduct the business of the corporation. Each director shall receive prior notice of a meeting. The President or any two directors may call a special meeting of the Board by giving at least twenty-four (24) hours notice to all directors of the date, time and place of the meeting.

Meetings of the Board of Directors may be held at the principal place of business of the corporation, at some other location in Vermont, or in another state, according to the convenience of the directors. Meetings of the Board of Directors may be conducted either in person, via telephone or interactive television, or combination thereof, as may be agreed to by the Board. Any selected meeting method shall allow for voting by all participating members.

D. Committees

The Board of Directors may appoint committees to assist the Board in carrying out its responsibilities. The composition, purpose and tenure of these committees shall be at the discretion of the President. A committee shall consist of two or more directors. Committees may exercise the authority of the Board with the exceptions provided for in Vermont law and any such exceptions as the entire Board of Directors shall make.

The Board of Directors shall establish an Executive Committee, comprised of the President, Vice President, Secretary and Treasurer. The Executive Committee shall have the authority to approve contracts, lines of credit or loans over $100,000 on behalf of the full Board, as needed. Any contract, line of credit or loan over $200,000 shall require a vote of the Board of Directors. Voting on contracts, lines of credit or loans, by the Executive Committee or the Board of Directors, may be by telephone or electronically by email.

The Board may establish one or more advisory committees, which may be comprised of Board members or other individuals, to assist it in carrying out the business of the corporation.

E. Quorum

A quorum shall be a majority of the number of members of the Board of Directors participating in a meeting or call immediately before a meeting begins. A simple majority vote of directors present, provided there is a quorum, shall be sufficient to adopt a matter.

F. Action by Consent

Any actions of the Board of Directors may be taken without a meeting if written consent to such action is signed by three-quarters (3/4) of the directors and recorded in the minutes of the proceedings of the Board.

G. Removal

1. Any request for removal of a member of the Board of Directors shall be made at a meeting of the Board of Directors.

2. At that meeting, the Board shall vote by a simple majority of directors present, provided there is a quorum, whether to consider removal at the next meeting of the Board.

3. In the case of a vote to consider removal, prior written notice that removal is to be voted upon at the next meeting is required to be sent to all directors, including the director under consideration at least seven (7) days prior to the meeting at which removal will be voted upon.

4. At the next meeting, after discussion of removal, during which the director under consideration must be given an opportunity to be heard by the Board, there shall be a vote of all directors, except the director under consideration, on the question of removal.

H. Notice

Whenever notice concerning the scheduling of a meeting is required, notice may be given in writing or by telephone prior to the meeting of the Board of Directors, except where otherwise noted by Board action or these Bylaws.

ARTICLE IV - OFFICERS

A. General

The officers of the corporation shall consist of the President, Vice President, Secretary and Treasurer and such other officers as the Board of Directors may from time to time designate and appoint. The President, Vice President, Secretary and Treasurer shall be elected from among the directors of the corporation at the first meeting of the Board of Directors and at each annual meeting. The same individual may hold all offices except the office of President and Secretary.

B. Powers and Duties

The powers and duties of the several officers shall be as specified below and as provided from time to time by resolution or other directive of the Board of Directors. In the absence of such provisions, the respective officers shall have the powers and shall discharge the duties associated with such offices.

C. Removal

Officers may be removed by the same procedure for removal of a director.

D. President

The President shall preside over and facilitate all meetings of the Board of Directors.

E. Vice President

The Vice President shall preside over and facilitate all meetings of the Board of Directors in absence of the President.

F. Secretary

The Secretary shall insure that minutes are taken at all meetings of the Board of Directors and that the minutes and agenda for the next meeting shall be mailed to each director prior to the meetings. The Secretary shall authenticate the records of the corporation upon request.

G. Treasurer

The Treasurer shall perform all duties and fulfill all obligations customarily pertaining to that office, and shall give bond for the faithful discharge of her/his duties if and when required by the Board of Directors. The books and accounts of the corporation shall be open to the inspection of each member of the Board of Directors.

H. Compensation of Officers

The compensation of the officers may be fixed from time to time by the Board of Directors, and no officer shall be prevented from receiving such salary by reason of the fact that he or she is also a director of the corporation. There shall be no right to salary and a salary may not be paid unless the Board of Directors so orders.

I. Executive Director

The Executive Director will not be a member of the Board of Directors, will serve at the pleasure of the Board and will receive such compensation as determined by the Board. The Executive Director shall have general supervision over the administration and management of the business and affairs of the corporation, in accordance with the direction of the Board of Directors. The Executive Director shall implement the policies of the Board of Directors and oversee the day-to-day operation of the corporation.

The Executive Director is authorized to hire employees, rent office space, procure equipment and supplies, and take other such actions as are necessary to carry out the normal business of the corporation.

The Executive Director is authorized to enter into contracts or execute and deliver any instrument in the name of and on behalf of the corporation. Any contracts for receiving goods or services which have a value over $100,000 (one hundred thousand dollars) and any contracts for the provision of goods or services which have a value of over $500,000 (five hundred thousand dollars must have prior approval of the Board of Directors or the Board’s Executive Committee, as specified in Article III.D.

The Executive Director is authorized to establish lines of credit and/or contract for loans on behalf of the corporation. Any such lines of credit or loans which have a cumulative value over $200,000 (two hundred thousand dollars) must have prior approval of the Board of Directors.

ARTICLE V - FINANCES

All checks and notes of indebtedness must be signed by the Treasurer or other agents as designated by the Board of Directors.

ARTICLE VI - AMENDMENTS

These Bylaws may be amended at any meeting of the Board of Directors by an affirmative vote of two-thirds (2/3) of the directors present. It shall be a prerequisite to such action that all directors be given notice of the proposed amendments.

ARTICLE VII - DISSOLUTION

Upon the dissolution of the Biomass Energy Resource Center, Incorporated, assets owned or held by the corporation after all creditors have been paid shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the State of Vermont for a public purpose consistent with the purposes set forth in Article I herein.

ARTICLE VII - REGISTERED AGENT

The registered agent of the corporation is Scudder Parker, whose address is 82 Davy Road, Middlesex, Vermont (P.O. Box 1102, Montpelier, VT 05601), or such other person as the Board may from time to time appoint.

ARTICLE IX - FISCAL YEAR

The fiscal year of the corporation will be from January 1 to December 31 of each year.