BY-LAWS

OF THE

EASTERN KENTUCKY RENEWAL COMMUNITY

ARTICLE I

LEAD ENTITY

Section 1.1 The Coordinating Responsible Authority (CoRA) will serve as the lead entity for the EKRC.

Section 1.2 The Booneville/Owsley County Industrial Authority, a 501(c)3 non-profit organization, will serve as the administrative entity for the Eastern Kentucky Renewal Community (EKRC) and the official office of the EKRC will be located at the offices of the Owsley County Action Team in Booneville, Owsley County, Kentucky for the first six month or until the CoRA has an opportunity to become a 501 © 3.

ARTICLE II

RESPONSIBILITIES

Section 2.1: Purpose The primary purpose of the EKRC is to advance economic prosperity by encouraging job development and retention, assisting individuals to gain employment, succeed in their jobs, and become economically self-sufficient. Further, the EKRC will be engaged in scientific, literary, educational and charitable activities relating to the promotion, development, establishment, and expansion of industries, businesses, and employment in and for the people of the EKRC and to assist other organizations with efforts which are not in conflict with the EKRC Course of Action.

Section 2.2: Responsibility The Coordinating Responsible Authority (CoRA) shall have overall responsibility for making sure that the State and local commitments made at the time of the application are carried out. The CoRA will develop and administer policies, procedures, and activities to implement and maximize the Federal, State, and local benefits made available in the RC. The CoRA functions as the central point of contact for the RC.

Section 2.3: TIUP The CoRA will develop a Tax Incentive Utilization Plan (TIUP) to develop and expand businesses in the RC through available Federal, State, and local incentives. Further, the CoRA will ensure that the preliminary and final TIUPs are developed with the participation of RC residents and community organizations.

Section 2.4: Fund Raising The administrative entity will have the responsibility to secure administrative funds for CoRA activities, including the marketing of the tax incentives. Take out

Section 2.5: Modifications to Course of Action The CoRA alone will have the authority to submit requests to HUD to modify State and local commitments made at the time of the application and the TIUPs and will provide evidence that the proposed modifications are necessary or desirable.

Section 2.6: Reporting to HUD The CoRA and the State or local governments within the EKRC will submit periodic reports and provide additional information, such as TIUPs, as required by HUD.

ARTICLE III

LIMITATIONS

Section 3.1 No part of any funds received on behalf of the EKRC shall be for the benefit of, or be distributable to its directors, officers or other private persons, except that the CoRA shall be authorized and empowered to approve reasonable payments for services rendered.

Section 3.2 No part of the activities of the CoRA shall be the carrying on of propaganda or otherwise attempting to influence legislation and the CoRA shall not participate or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.

Section 3.3 In the event of dissolution of the CoRA, the CoRA shall, after paying or making provisions for payment of all of the liabilities of the CoRA, dispose of all assets of the EKRC exclusively for the purposes of the CoRA in such a manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes relating to economic development as shall at the time qualifying as an exempt organization or organizations under Section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future U.S. Internal Revenue Law), as the CoRA shall determine.

ARTICLE IV

BOARD OF DIRECTORS

Section 4.1 The CoRA will manage the affairs of the EKRC and serve as the Board of Directors.

Section 4.2: CoRA

Section 4.2.1: Number There shall be a total of thirteen (13) individuals serving as a representative of the CoRA.

Section 4.2.2: Method of Selecting CoRA Three representatives will be appointed to serve on the CoRA from each county represented in the EKRC. These appointments will be made in the following manner: each city mayor appoints one person, each county judge executive appoints one person, and each city mayor and county judge executive will appoint one person together. The state will appoint one representative.

Section 4.2.3: Quorum In order to encourage participation by CoRA representatives, a quorum shall represent a minimum of two from each county for a total of 8 present the number of appointed CoRA representatives in attendance at any given meeting. A further look at this has caused some of us to think that a total of 8 and leave off the minimum of two from each county is a better solution. Otherwise, all members from three counties could be present and not have a quorum to conduct business.

Section 4.2.4: Term of appointed CoRA representatives on the CoRA CoRA representatives shall be appointed for staggered terms with one being replaced each year from each countyevery three years. CoRA appointees are eligible to serve successive terms on the CoRA.

Section 4.3: Annual Meetings The CoRA shall host an annual meeting to be held during the calendar year at such time and place as the CoRA designates in the notice of such meeting.

Section 4.4: Regular Meetings Regular meetings of the CoRA will occur monthly at such times and places as it shall designate from time to time. . OmitThe CoRA meetings will strictly follow the agenda and any other discussions brought up will be tabled until the end of the meeting. If time does not permit open discussion at the end of meeting, the issue will be placed on the agenda for the next meeting.

Section 4.5: Special Meetings A special meeting of the CoRA may be called any time by 2 CoRA members with 48 hour noticethe Chairman, Vice Chairman, or by any six (6) CoRA representatives. The persons calling the meeting shall in the notice thereof, state the time, date, place, and purpose of the meeting.

Section 4.6: Notice of Meetings Notice of regular meetings will be given to each CoRA representative at least one week prior to the meeting. Notice of special meetings of the CoRA are required to be given at least 72 hours prior thereto either by personal contact by the person calling the meeting with each CoRA representative, by mail to each CoRA representative, or by telephone facsimile transmission to each CoRA representative. The public shall be notified of all regular, special, and annual CoRA meetings seven days in advance.

Section 4.7: Proxy Voting At any CoRA meeting, designated CoRA representatives in attendance are allowed to vote. Proxy voting will not be allowed.

Section 4.8: Public Attendance at Meetings The public will be notified of each meeting of the CoRA through advertisement in each local county newspaper. The public will be allowed to attend meetings of the CoRA, however, they will sit apart from the CoRA, will not receive any handouts given to the CoRA during the meeting, will not enter into the discussions of the CoRA, and will be allowed to speak for two minutes each at the end of the meeting during the Open and Public Comments section of the agenda.

Section 4.9: Policies and Procedures The CoRA shall develop and maintain policies and procedures as needed. Such policies and procedures shall be approved by a majority vote of the CoRA and will take effect immediately upon acceptance. A policy may be changed by a vote of the majority of the CoRA.

Section 4.10: Vacancies The vacancy of a representative on the CoRA occurs (1) when a representative resigns, or (2) when a representative is removed from office.

Section 4.11: Resignation A CoRA representative may resign at any time by written notice delivered to the CoRA, its Chairman, or to the Vice Chairman or Secretary of the EKRC. A resignation is effective when the notice is delivered unless the notice specifies a future date. The pending vacancy may be filled before the effective date, but the successor shall not take office until the effective date.

Section 4.12: Removal One or more CoRA representatives may be removed, with or without cause, by the affirmative vote of two thirds of the CoRA representatives then in office present and voting at a meeting of the CoRA. No representative may be removed unless a written notice of such meeting, stating that the purpose of the meeting is to vote upon the removal of one or more representatives named in the notice, is delivered to all CoRA representatives then in office at least one week prior to the date of any such meeting.

The CoRA may declare vacant the office of a representative if he or she is declared of unsound mind by the order of a court or is convicted of a felony, has committed a serious violation of the conflict of interest policy, or if within sixty (60) days after notice of his or her selection, does not accept such office either in writing or by attending a meeting of the CoRA, and fulfill each other requirements as the by-laws may specify. If a CoRA representative misses three consecutive meetings without advance notice of good cause, the representative’s seat shall be declared vacant.

Section 4.13: CoRA Partners There shall be recruited a multitude of partners, both local, regional, state, and national, who are very important to the EKRC. All CoRA partners will be welcome to attend meetings participate in discussions, and support and contribute to the establishment and implementation of the EKRC. CoRA partners shall not have voting rights.

ARTICLE V

INDIVIDUAL COUNTY STEERING COMMITTEES

Section 5.1: County Steering Committees Individual County Steering Committees shall be established, each of which shall consist of not less than nineteen (19) members, one of whom shall be a representative on the CoRA. The County Steering Committees may not act on behalf of the CoRA or the EKRC or bind the CoRA to any action. The CoRA secretary shall be notified of the time, date, and place of each meeting of a County Steering Committee and any CoRA representative and any CoRA officers may attend and participate in any meeting.

Section 5.2: County Steering Committee Structure Each County Steering Committee will be broadly representative of the community. Each County CoRA representative will publically advertise the formation of the committee in their county and will get volunteers from at least nineteen individuals to serve from the following sectors: business, non-profit, school (faculty), county government, city government, public safety, youth high school, youth middle school, youth elementary school, healthcare, human services, elderly, agricultural, ministerial, adult education, recreation and tourism, arts, business development, low-income parents.

Section 5.3: Meetings County Steering Committees will meet at least quarterly to work on projects in their county related to the Course of Action.

ARTICLE VI

CoRA OFFICERS

Section 6.1: Officers The EKRC CoRA shall have the following officers: Chairman, Vice Chairman, Secretary, and Treasurer.

Section 6.2: Term The initial officers shall be elected by the CoRA. Thereafter, the officers shall be elected annually by the CoRA at their annual meeting. Vacancies may be filled at any meeting of the CoRA. No officer shall serve more than two consecutive terms. Each officer shall remain in office until his or her successor is elected and qualified, subject to earlier termination by removal or resignation.

Section 6.3: Chairman The Chairman shall be the principal officer of the CoRA and shall supervise all of the business and affairs of the EKRC. The Chairman shall preside at all meetings of the CoRA. He or she shall have all such powers as may reasonably be construed as belonging to the Chairman of the CoRA. The Chairman shall be diligent in ensuring that the meeting focuses on the agenda and the business at hand and shall ensure that discussions not pertaining to the agenda be tabled until the open comments section or included on the agenda of the next meeting.

Section 6.4: Vice Chairman The Vice Chairman shall perform the duties of the Chairman in the absence of the Chairman or in the event of the Chairman’s inability or refusal to act.

Section 6.5: Secretary The Secretary shall keep detailed minutes and records of the meetings of the CoRA and shall see that all notices are given in accordance with these by-laws or as provided by law, keep a list of all CoRA representatives and their mailing addresses. The Secretary shall collect, at each CoRA meeting, written individual county reports and will keep the benchmark reports up to date and will provide this information monthly to the Administrative Entity. The Secretary shall perform other duties incidental to the office of Secretary and such other duties as may be assigned by the Chairman or the CoRA representatives.

Section 6.6: Treasurer The Treasurer shall have the responsibility for working with the administrative entity and reporting on all financial matters relating to the CoRA.

Section 6.8: Removal Any officer or agent of the EKRC may be removed by an affirmative vote of not less than two-thirds of the CoRA representatives in attendance at any given meeting, provided that such removal be without prejudice to any contract rights of the person so removed. Appointment of an agent of the EKRC shall not create any contract rights, right to compensation, or reimbursement, unless otherwise provided by CoRA action.

ARTICLE VII

CONTRACTS, CHECKS, DEPOSITS, AND FUNDS

Section 7.1: Administrative Entity The Booneville/Owsley County Industrial Authority and its staff shall serve as the Administrative Entity of the EKRC and all funds received will be deposited in a new account specifically for the EKRC.

Section 7.2: Checks, Drafts, Etc. All checks, drafts, and other orders for payment of money, notes, or other evidences of indebtedness issued in the name of the EKRC shall be signed by such officer or officers, agent or agents of the EKRC and in such a manner as shall from time to time be determined by resolution of the CoRA. In the absence of such determination by the CoRA, such instruments shall be signed by the Treasurer and countersigned by the Administrative Entity of the CoRA.

Section 7.3: Designation of Depositories All funds of the EKRC shall be deposited from time to time to the credit of the EKRC in a bank account managed by the Booneville/Owsley County Industrial Authority and in a bank that is guaranteed by the Federal Deposit Insurance Corporation or other such guarantee programs of the federal government. All funds must be deposited in a bank within the EKRC.

Section 7.4: Gifts The CoRA may accept on behalf of the EKRC any contributions, gifts (or proceeds thereof), bequests or devises for the general purposes or for any special purpose of the EKRC. Acceptable gifts shall conform to the objectives and purposes of the EKRC and be accepted according to appropriate policy and legal requirements.

Section 7.5: Grants The CoRA shall seek and accept grants and gifts from public and private sources on a federal, state, and local level which will finance programs in furtherance of the goals and purposes of the CoRA.

Section 7.6: Financial Assistance to Others The CoRA will seek funds to administer the programs and responsibilities outlined in the Course of Action that will be regionally effective. Individual counties will have the responsibility of seeking funds to implement programs within their own counties. The CoRA will not serve as a conduit of funds outside of CoRA responsibilities.

ARTICLE VIII

CONFLICT OF INTEREST

Section 8.1: Statement of General Policy The CoRA recognizes that both real and apparent conflict of interest or dualities of interest (hereinafter referred to as “conflicts”) may unintentionally occur in the course of conducting the EKRC’s daily affairs. A conflict as used in these by-laws refers only to personal, proprietary interests of the persons covered by this policy and their immediate families and not philosophical or professional differences of opinion. Conflicts occur because the many persons associated with the EKRC should be expected to have, and do in fact generally have multiple interests and affiliations and various positions of responsibility within the community. Sometimes a person will owe identical duties to two (2) or more organizations conducting similar activities.

Conflicts are undesirable because they potentially or apparently place the interest of others ahead of the EKRC’s obligations to its purposes and to the public interest. Conflicts are also undesirable because they often reflect adversely upon the persons involved and upon the institutions with which they are affiliated, regardless of the actual facts or motivations of the parties. The long range best interests of the EKRC, however, do not require the termination of all association with persons who may have real or apparent conflicts if a prescribed and effective method can render such conflicts harmless to all concerned. Therefore, the EKRC’s affirmative policy shall be to require that all actual or apparent conflicts be disclosed promptly, publicly, and fully to the CoRA and to prohibit specified involvement in the affairs of the EKRC by persons having such conflicts. Failure to disclose may result in removal from the Board.

Section 8.2: Coverage This coverage shall apply to all representatives of the CoRA and all officers or agents of the EKRC, including independent contractors providing services or materials. The EKRC’s Administrative Entity shall have the affirmative obligation to publicize periodically this policy to all such parties.

Section 8.3: Disclosure of All Conflicts All persons to whom this policy applies shall disclose all real and apparent conflicts, which they discover or have brought to their attention in connection with the EKRC activities. “Disclosure” as used in these by-laws shall mean providing promptly to the appropriate person a description of the facts comprising the real and apparent conflict.

Section 8.4: Proscribed Activity by Persons Having Conflicts When an individual CoRA representative, officer or agent believes that he/she or a member of his/her immediate family might have or does have a real or apparent conflict, he/she must, in addition to disclosing same, abstain from making motions, voting, executing agreements, or taking any other similar direct action on behalf of the EKRC where the conflict might pertain, but shall not be precluded from debate or other similar involvement on behalf of the EKRC. When any person requests in writing, or upon its own initiative, the CoRA at any time may establish further guidelines consistent with the interests of the EKRC for the resolution of any real or apparent conflict.