RENEW Energy Initiative, Inc--A RHODE ISLAND NON-PROFIT CORPORATION

BYLAWS

OF

RENEW ENERGY INITIATIVE, INC.

ARTICLE I GENERAL

SECTION 1.01. Scope

Subject to limitations provided by law or the Articles of Incorporation, these bylaws, as amended from time to time, shall contain the provisions for regulation and management of the affairs of Renew Energy Initiative, Inc. (the "Corporation"). All references herein to the Rhode Island Non-Profit Corporation Act or the Articles of Incorporation shall be construed to mean the Rhode Island Non-Profit Corporation Act or the Articles of Incorporation of the Corporation as they may be amended from time to time.

SECTION 1.02. Purpose.

The purpose of the Corporation shall be to promote growth of renewable energy and increase energy efficiency in the Northeast region of the United States, with global links.

SECTION 1.03. Non-Profit Status

The Corporation is not organized for profit, and no part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, any directors, officers, members or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the Articles of Incorporation and these bylaws. In the event of any liquidation or dissolution of the Corporation, no director, officer, member or other private person shall be entitled to any distribution or division of the Corporation's property or the proceeds thereof, and upon such liquidation, the Board of Directors of the Corporation, after the payment of all its debts and obligations, shall distribute all of the assets of the Corporation in such manner, and to such organizations(s) organized and operated to promote growth of renewable energy and/or energy efficiency in the Northeast region of the United States, with global links, by engaging in activities as shall qualify as an exempt organization(s) under Section 501(c)(6) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States internal revenue law) and the regulations promulgated thereunder, or to the United States of America, any State thereof or any political subdivision of any State for exclusively public purposes, as the Board of Directors of the Corporation shall determine or a non-profit organization with a shared mission.

ARTICLE II MEMBERSHIP

SECTION 2.01.Qualification of Members

The Corporation shall be comprised of and constituted of the members of the Board of Directors of the Corporation and such other members who shall be named or shall join the membership, the qualifications of whom shall be that such persons share the goals and mission of the Corporation and meet (and continue to meet) such other qualifications as the Board of Directors determines from time to time.

SECTION 2.02 Meetings of Members

The annual meeting of the members of the Corporation shall be held upon such date not later than __May_______of each year as the Board of Directors shall fix. Special meetings, if any, shall be held upon the call of the Board of Directors. All meetings shall be held at the place and time of day as shall be fixed by the Board of Directors.

SECTION 2.03. Voting

Each member shall be entitled to one vote, exercised in person or by valid proxy, in all elections of directors (except as provided in Section 3.03 of the Bylaws) and on all other matters brought before an annual or special meeting of the membership of the Corporation.

SECTION 2.04. Notice of Meetings

Notice of any meeting of the membership may be given in writing by delivery not less than ten(10) nor more than sixty(60) days before the date of the meeting to each member entitled to vote at the meeting. If mailed the notice is deemed delivered when deposited in the U.S. mail addressed to the member at the address as it appears on the records of the Corporation, with postage prepaid. Unless prohibited by applicable law, delivery of notice may be effected by electronic mail to the email address of the member as it appears on the records of the Corporation and the date of such delivery shall be the date of sending.

SECTION 2.05. Quorum and Act of Membership.

At any annual or special meeting of the membership of the Corporation the presence, in person or by proxy, of the greater of: (i) ten (10) members ;or (ii) ten percent (10%) of the entire membership of the Corporation, shall constitute a quorum. If a quorum is present, the affirmative vote of a majority of members present in person or by proxy shall constitute the act of the membership of the Corporation.

ARTICLE III BOARD OF DIRECTORS

SECTION 3.01. General Powers.

The property, affairs and business of the Corporation shall be managed by a Board of Directors, and the Board of Directors shall have, and may exercise, all of the powers of the Corporation.

SECTION 3.02. Number and Qualification.

The Board of Directors shall consist of not less than five (_5_) and not more than fifteen (_15_) directors, the precise number being determined by the Board of Directors from time to time. Any change in the number of directors required and permitted on the Board of Directors pursuant to this Section 3.02 shall be adopted by a vote of a majority of the total number of directors then in office.

SECTION 3.03. Election.

Prior to each annual meeting of the membership, the directors at the time in office shall determine the number of directors who shall constitute the Board of Directors, subject to the limitations prescribed in Section 3.02 of these bylaws. Promptly thereafter, the directors acting through the Nominating Committee of the Board shall nominate candidates for the Board of Directors. In the event that upon nominations made by members from the floor of the meeting of members there are more nominees than vacant positions on the Board of Directors, the members at that meeting shall be entitled to cast the number of votes equal to the number of vacancies specified, and those nominees receiving the highest number of votes shall be elected as directors to fill the specified number of vacancies.

SECTION 3.04. Term of Office and Qualification; Classes. Staggered Directorships.

Upon the first election of the Board of Directors following the adoption of these bylaws, one half of those elected (or if the total number of directors to be elected is an odd number then the majority of all directors elected) shall have a term of two (2) years, and the other directors elected shall have a term of one (1) year. Each director shall hold office for the specified term to which the director was elected, or, if elected to serve for an unexpired term for the duration of that term, and until a successor shall have been duly appointed and qualified, or until death, resignation or removal in the manner hereinafter provided. All subsequent elections shall be for two-year terms. There shall be no limit to the number of consecutive terms a director may serve.

SECTION 3.05. Quorum and Manner of Acting.

A majority of the total number of directors then in office shall constitute a quorum for the transaction of business. In the absence of a majority, the directors present may adjourn any meeting from time to time until there is a majority present. Notice of any adjourned meeting need not be given.

The directors shall act only as a Board and the individual directors shall have no power as such. If a director is appointed as an officer of the Corporation the director will have only such authority, duties and responsibilities as assigned to such office. Each director shall have one vote, and all actions of the Board of Directors and the Executive Committee shall be determined by the affirmative vote of a majority of the directors present at a meeting at which a quorum is present, unless a greater proportion is required by law, the Articles of Incorporation, or these Bylaws.

SECTION 3.06. Place of Meetings.

The Board of Directors may hold its meetings at any place within or without the State of Rhode Island as it may from time to time determine and shall be specified or fixed in the respective notices or waivers of notice thereof.

SECTION 3.07. Annual Meetings of Directors.

The annual meetings of the Board of Directors for the appointment of officers of the Corporation and for the transaction of such other business relating to the Corporation as may come before the meeting shall be held promptly following the annual meeting of the membership of the Corporation at the same location as the meeting of the membership or at such other location as the Board of Directors may fix. Notice of the time and place of the annual meeting shall be given by the Secretary of the Corporation in the same manner as specified for notices of special meetings set forth in Section 3.08 hereof. If for any reason such annual meeting is omitted or delayed, a special meeting may be held in place thereof, and any business transacted or appointments made at such special meeting shall have the same effect as if transacted at the annual meeting. Purposes for which an annual meeting is to be held, in addition to those prescribed by law or these bylaws, may be specified by the President or by the Board of Directors of the Corporation, and shall be set forth in the notice of the meeting.

SECTION 3.08. Special Meetings Notice.

Special meetings of the Board of Directors shall be held whenever called by the President. The President must call a meeting if requested to do so by two (2) or more directors. Notice of each such meeting shall be given by the Secretary or the person calling the meeting by mailing the same addressed to each director at his or her residence or usual place of business, or orally, by telephoning or personally or by U.S. mail or electronic mail, at least three (3) days before the day on which the meeting is to be held. Every such notice shall state the time and place of the meeting and the purpose thereof. Without limiting any other provisions permitted by applicable law, members of the Board of Directors or any committee of the Board of Directors may participate in any annual or special meeting by means of a conference call or similar conference by means of which all persons participating can hear each other at the same time.

A statement contained in the minutes of any meeting of the directors over the signature of the Secretary to the effect that due notice of such meeting has been given shall be conclusive evidence that proper notice of such meeting has been given in one of the ways provided herein.

SECTION 3.09. Resignation of Directors.

Any director of the Corporation may resign at any time by giving written notice to the Board of Directors, the President or the Secretary of the Corporation. The resignation of any director shall take effect at the time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

SECTION 3.10. Removal of Directors.

Subject to the provisions of these bylaws, any director may be removed, either with or without cause, at any time, by vote of a majority of the total number of directors then in office, at any regular meeting or special meeting called and held for said purpose.

SECTION 3.11. Vacancies.

Any vacancy in the Board of Directors caused by death, resignation, removal or disqualification, or any other cause other than an increase in the number of directors, shall be filled by vote of a majority of the total number of directors then in office and each director so elected shall hold office for the term of the vacancy which the director is filling, and until a successor shall have been duly elected and qualified pursuant to the provisions of Section 3.03 of these bylaws, or until death or resignation.

ARTICLE IV COMMITTEES

SECTION 4.01. Committees.

The Board of Directors of the Corporation may from time to time by vote create such committees of directors, officers, members or other persons designated by it for the purpose of advising the Board of Directors in all such matters as the Board of Directors shall deem advisable and with such functions and duties as the Board of Directors shall prescribe by vote subject to any limitations set forth in the Rhode Island Non-Profit Corporation Act and further subject to the principle that unless the committee is composed only of directors such committee may only be advisory in nature and may not act in the place and stead of the Board of Directors.

A majority of all the members of any such committee may determine its action and fix the time and place of its meetings, unless the Board of Directors shall otherwise provide. The Board of Directors shall have power to change the members of any committee at any time, to fill vacancies and to discharge any such committee, either with or without cause, at any time.

SECTION 4.02. Standing Committees.

There shall be the following standing committees of the Board of Directors, which shall be appointed annually by the Board of Directors, the members of which shall serve from time to time of their appointment until the next annual meeting.

(a) Executive Committee. The Executive Committee shall consist of the President, and such other directors as the Board of Directors may appoint, and shall manage and control the business of the Corporation, and shall exercise the powers and do such acts and things as the Board of Directors may do between meetings of the directors subject to any limitations set forth in the Rhode Island Non-Profit Corporation Act.

(b) Nominating Committee. The Nominating Committee shall provide a slate of nominations for officers and directors and as otherwise called upon by the Board of Directors.

ARTICLE V WAIVER OF NOTICE: UNANIMOUS CONSENT

SECTION 5.01. Waiver of Notice.

Notice of the time, place and purpose (unless otherwise specified) of any meeting of the Board of Directors or any committee thereof may be waived in writing by any director either before or after such meeting; and attendance in person at a meeting of the Board of Directors or any committee thereof shall be equivalent to having waived notice thereof.

SECTION 5.02. Unanimous Consent of Directors.

Insofar as permitted by law and unless otherwise restricted by the Articles of Incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if a written consent thereto is signed by all members of the Board of Directors (or any such committee) and such written consent is filed with the records of the Corporation.

ARTICLE VI OFFICERS

SECTION 6.01. Number.

The officers of the Corporation shall be a President, one or more Vice-Presidents, a Secretary and Treasurer. The Board of Directors may also elect one or more Assistant Vice Presidents, Assistant Treasurers and Assistant Secretaries..

SECTION 6.02. Appointment, Qualifications and Term of Office.

The officers shall be appointed annually by the Board of Directors of the Corporation at the annual meeting. The appointment of officers shall occur promptly after the election of directors. Each officer shall hold office for a one year term and until a successor shall have been duly appointed and qualified, or until death, resignation, disqualification or removal in the manner hereinafter provided. Any individual may serve an unlimited number of consecutive one-year terms in the same office. Any two (2) or more offices may be held by the same person, except the offices of President and Secretary.

SECTION 6.03. Removal.

Any officer may be removed either with or without cause, by the majority vote of the directors at a special meeting called for said purpose.

SECTION 6.04. Resignation.

Any officer may resign at any time by giving written notice to the Board of Directors or to the Secretary. Any such resignation shall take effect at the date of receipt of such notice or at any later time specified therein; and unless otherwise specified therein the acceptance of such resignation shall not be necessary to make it effective.

SECTION 6.05. The President.

The President shall preside at all meetings of the Board of Directors and shall have such powers and perform such duties as are designated from time to time by the Board of Directors. The President shall make a full annual report to the Board of Directors, if called upon to do so.

SECTION 6.06. The Vice Presidents and Assistant Vice Presidents.

The Vice Presidents and Assistant Vice Presidents shall have such powers and perform such duties as are designated from time to time by the Board of Directors.

SECTION 6.07. The Secretary and Assistant Secretaries.

The Secretary and any Assistant Secretary acting at the request of the Secretary or the Board of Directors, shall record or cause to be recorded all the proceedings of the meetings of the Board of Directors of the Corporation, the Executive Committee, and any meetings of the membership of the Corporation and to submit such minutes to the board; shall see that all notices are duly given in accordance with the provisions of these bylaws and as required by law; shall be custodian of the records, membership list and of the seal of the Corporation; and shall have such other powers and perform such other duties as the Board of Directors of the Corporation may from time to time prescribe.

SECTION 6.08. The Treasurer and Assistant Treasurer.

The Treasurer, and any Assistant Treasurer acting at the request of the Treasurer or the Board of Directors, shall have charge and custody of, and be responsible for, all funds and credits and property of the Corporation, shall render a statement of the condition of the finances of the Corporation at all regular meetings and upon request of the Board of Directors of the Corporation, and a full financial report to the Board of Directors. The Treasurer, and any Assistant Treasurer as requested, shall also have charge of the books and records of account of the Corporation, which shall be kept at such office of the Corporation as the Board of Directors shall from time to time designate; be responsible for the keeping of correct and adequate records of the assets, liabilities, business and transactions of the Corporation and at all reasonable times exhibit the books and records of account to any of the directors of the Corporation; review the Corporation's budget annually; be responsible for monitoring the budget; and, in general, perform all the duties to the office of the Treasurer and such other duties as from time to time may be assigned by the Board of Directors of the Corporation or the President.

SECTION 6.09. General Powers.

Each officer shall, subject to these bylaws, have, in addition to the duties and powers herein set forth, such duties and powers as are commonly incident to the respective office, and such duties and powers as the Board of Directors shall from time to time designate.

ARTICLE VII INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Corporation shall pursuant to Section 7-6-6 of the Rhode Island Non-Profit Corporation Act or any successor indemnification provision, and only to the extent that the status of the Corporation as a corporation exempt under Section 501(c)(6) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States internal revenue law) is not affected thereby, indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that he or she is or was a director, committee member, or officer of the Corporation (or is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise or employee benefit plan), against expenses (including attorneys' fees), judgments, penalties, fines, settlements and reasonable expenses actually incurred by the person in connection with the proceeding. The Board of Directors of the Corporation may authorize the Corporation to purchase and maintain insurance on behalf of any person who is or was a director, committee member, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, other enterprise or employee benefit plan, against any liability asserted against such person and incurred by such person in any such capacity or arising out of his or her status as such.

ARTICLE VIII SEAL

The seal of the Corporation shall be in the form of a circle and shall bear the name of the Corporation and the state and year of incorporation.

ARTICLE IX FISCAL YEAR

Except as from time to time otherwise provided by the Board of Directors, the annual accounting period of the Corporation shall be the calendar year.

ARTICLE X AMENDMENTS

All bylaws of the Corporation shall be subject to alteration or repeal, and new bylaws not inconsistent with the laws of the State of Rhode Island or any provision of the Articles of Incorporation may be made by a majority vote of the total number of directors in office at the time such amendment, repeal, alteration or new bylaw is proposed and voted upon entire provided that notice of the proposed action as to the bylaws be included in the notice of such meeting.

Last modified: 2015-02-24, 21:09

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