BY-LAWS 

ECO 2000

ARTICLE I -NAME AND ADDRESS OF CORPORATION

Sec. 1) The name of this Corporation is ECO 2000 and its principal office is in Perham, County of Aroostook, State of Maine.

Sec. 2) The office of the Corporation shall be located at 831 Perham Road, Perham, Maine. The corporation may also maintain offices at such other places as the Board of Directors may determine.

ARTICLE 11- OFFICERS

Sec. 1) The officers of the Corporation shall be a President, Vice-President, Secretary and Treasurer. Any two (2) or more offices may be held by the same person. The officers shall be elected by the Board of Directors at the Annual Meeting of the Board.

Sec. 2) The President shall have the general control and management of routine matters concerning Corporation, subject to any specific power delegated by the Board of Directors.

Sec. 3) The Vice-President shall perform the duties of the President in his/her absence.

Sec. 4) The Treasurer shall keep accurate records of all monies received and paid out, and shall have the custody of all property. All funds shall be paid out as directed by the Directors, and the Treasurer shall make a report, when required, of the financial condition of the Corporation. He/she shall give such bond as the Board of Directors may require for the faithful discharge of his/her duties.

Sec. 5) The Secretary shall keep the Minutes of the Meetings of the Board of Directors.

Sec. 6) The Secretary shall be elected by the Directors. He/she shall be a resident of the State of Maine, shall send proper notices of all Directors' meetings, and faithfully perform all duties required by Statute.

Sec. 7) Any officer may resign at any time by giving

written notice of such resignation to the President or Secretary of the Corporation. Unless otherwise specified in the written notice, such resignation shall take effect upon receipt by such officer. Acceptance of such resignation shall not be required.

Sec. 8) Any officer may be removed with or without cause and a successor elected by the Board of Directors of the Corporation.

Sec. 9) A vacancy in any office for any reason may be filled for the unexpired portion of the term by the Board of Directors.

Sec. 10) The officers shall be elected by the Board of Directors at the regular Annual Meeting. Each officer shall hold office until the next Annual Meeting of the Board of Directors and his/her successor shall have been elected and qualified, or until his/her death, resignation or removal.

ARTICLE III -BOARD OF DIRECTORS

Sec. 1) Number. Election and Term of Office:

(A) The number of Directors of the Corporation shall be six (6) , unless and until otherwise determined by vote of a majority of the entire Board of Directors. The number of Directors shall not be less than three (3). Each school system participating in ECO 2000 shall be entitled to representation on the Board of Directors. (School systems joining ECO 2000 after May 31, 1996, may not hold membership in a similar organization.) The Secretary of the Board of Education of each school system, or other official, shall be eligible for a directorship, subject to election as set forth in Paragraph (B) below.

(B) Except as may otherwise be provided herein or in the Articles of Incorporation, the members of the Board of Directors of the Corporation shall be elected by a majority of the votes cast at a Meeting of the Board of Directors.

(C) Each Director shall hold office until the Annual Meeting of the Board of Directors next succeeding his election, and until his/her successor is elected and qualified, or until his/her prior death, resignation or removal.

Sec. 2) Duties and Powers: The Board of Directors shall be responsible for the control and management of the affairs, property and interests of the Corporation, and may exercise all powers of the Corporation.

Sec. 3) Annual and Regular Meetings: Notice:

(A) A regular Annual Meeting of the Board of Directors shall be held in June of each year.

(B) The Board of Directors, from time to time, may provide by resolution, for the holding of other regular meetings of the Board of Directors, and may fix the time and place thereof.

(C) Notice of any regular meeting of the Board of Directors shall not be required to be given, and if given, need not specify the purpose of the meeting; provided, however, that in case the Board of Directors shall fix or change the time or place of any regular meeting, notice of such action shall be given to each Director who shall not have been present at the meeting at which such action was taken within the time limited, and in the manner set forth in Paragraph (B) of Section 4 of this Article III, with respect to Special Meetings, unless such notice shall be waived in the manner set forth in Paragraph (C) of such Section III.

Sec. 4) Special Meetings: Notice:

(A) Special Meetings of the Board of Directors shall be held whenever called by the President or by one of the Directors, at such time and place as may be specified in the respective notices or waivers of notice thereof.

(B) Notice of Special Meetings shall be mailed directly to each Director, addressed to him/her at his/her residence or usual place of business, at least two (2) days before the day on which the meeting is to be held, or shall be sent to him/her at such place by telegram, radio or cable, or shall be delivered to him/her personally or given to him/her orally, not later than the day before the day on which the meeting is to be held. A Notice, or Waiver of Notice, except as required by Section 8 of this Article III, need not specify the purpose of the meeting.

(C) Notice of any Special Meeting shall not be required to be given to any Director who shall attend such meeting without protesting prior thereto or at its commencement, the lack of notice to him/her, or who submits a signed Waiver of Notice, whether before or after the meeting. Notice of any adjourned meeting shall not be required to be given.

Sec. 5) Chairman: At all meetings of the Board of Directors, the Chairman of the Board, if any and if present, shall preside. If there shall be no Chairman, or he/she shall be absent, then the President shall preside, and in his/her absence, a Chairman chosen by the Directors shall preside.

Sec. 6) Quorum and Adjournments:

(A) At all meetings of the Board of Directors, the presence of a majority of the entire Board shall be necessary and sufficient to constitute a quorum for the transaction of business, except as otherwise provided by law, by the Articles of Incorporation, or by these By-Laws.

(B) A majority of the Directors present at the time and place of any regular or special meeting, although less than a quorum, may adjourn the same, from time to time, without notice, until a quorum shall be present.

Sec. 7) Manner of Acting:

(A) At all meetings of the Board of Directors, each Director present shall have one (1) vote.

(B) Except as otherwise provided by Statute, by the Articles of Incorporation, or by these By-Laws, the action of a majority of the Directors present at any meeting at which a quorum is present, shall be the act of the Board of Directors. Any action authorized in writing by all of the Directors entitled to vote thereon and filed with the Minutes of the Corporation, shall be the act of the Board of Directors with the same force and effect as if the same had been passed by unanimous vote at a duly called Meeting of the Board.

Sec. 8) Vacancies: Any vacancy in the Board of Directors occurring by reason of an increase in the number of Directors, or by reason of the death, resignation, disqualification, removal (unless a vacancy created by the removal of a Director by the

Board of Directors, shall be filled by the Board of Directors at the meeting at which the removal was effected, or inability to act of any Director, or otherwise, shall be filled for the unexpired portion of the term by a majority vote of the remaining Directors, though less than a quorum, at any regular meeting or special meeting of the Board of Directors called for that purpose.

Sec. 9) Resignation: Any Director may resign at any time

by giving written notice to the Board of Directors, the President or the Secretary of the Corporation. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board of Directors or such officer, and the acceptance of such resignation shall not be necessary to make it effective.

Sec. 10) Removal: Any Director may be removed with or without cause at any time by the Board of Directors, at a Special Meeting of the Board of Directors called for that purpose, and may be removed for cause by action of the Board.

Sec. 11) Salary: No stated salary shall be paid to Directors, as such, for their services; but by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board; provided, however, that nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor.

Sec. 12) Contracts:

(A) No Contract or other transaction between this Corporation and any other Corporation shall be impaired, affected or invalidated, nor shall any Director be liable in any way by reason of the fact that anyone or more of the Directors of this Corporation is or are interested in, or is a Director or officer, or are Directors or officers of such other Corporation, provided that such facts are disclosed or made known to the Board of Directors.

(B) Any Director, personally and individually, may be a party to or may be interested in any Contract or transaction of this Corporation, and no Director shall be liable in any way by reason of such interest, provided that the fact of such interest be disclosed or made known to the Board of Directors, and provided that the Board of Directors shall authorize, approve or ratify such Contract or transaction by the vote (not counting the vote of any such Director) of a majority of a quorum notwithstanding the presence of any such Director at the meeting at which such action is taken. Such Director or Directors may be counted in determining the presence of a quorum at such meeting. This Section shall not be construed to impair or invalidate or in any way affect any Contract or other transaction which would otherwise be valid under the law (common, statutory or otherwise) applicable thereto.

Sec. 13) Committees: The Board of Directors, by resolution adopted by a majority of the entire Board, may, from time to time, designate from among its members, an Executive Committee and such other Committees, and alternate members thereof, as they deem desirable, each consisting of three (3) or more members, with such powers and authority (to the extent permitted by law) as may be provided in such resolution. Each such Committee shall serve at the pleasure of the Board.

ARTICLE IV -FISCAL YEAR

The fiscal year of the Corporation shall be from July 1st to June 30th.

ARTICLE V -CORPORATION SEAL

The seal of the Corporation shall be a circular disc upon which shall be inscribed the words: ECO 2000- MAINE -1993.

ARTICLE VI -RULES OF ORDER

Meetings of the Board of Directors and of the various Committees shall be governed by their own rules and standing votes, but in the event a dispute should arise, the questions shall be resolved according to Robert's Rules of Order.

ARTICLE VII -AMENDMENTS

The By-Laws may be amended at any meeting of the Board of Directors by two-thirds (2/3) vote of those present provided the amendment has been presented in writing at a previous meeting and notice of the amendment has been included in the announcement of the meeting at which the amendment is to be voted upon.

ARTICLE VIII -CORPORATE DISSOLUTION

Upon dissolution of the Corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the Corporation, dispose of all of the assets of the Corporation exclusively for the purposes of the Corporation in such a manner or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization under Section 501(c) (3) of the Internal Revenue Code.

ARTICLE IX -INDEMNIFICATION

The Corporation shall, in all cases, indemnify the Officers, Directors, and the Executive Director of the Corporation, and in all cases may, at the discretion of the Board of Directors, indemnify all employees or agents of the Corporation, for any

cause or reason, and in the manner authorized by Maine Revised Statutes, Title 13-B, Section 714(1) .To the extent that its operation is mandatory with respect to Officers, Directors and the Executive Director, and discretionary with respect to other employees and agents, said Section 714(1) is hereby adopted by reference, and made apart of these By-Laws.

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