A nonprofit corporation pursuant to the provisions of the

Alabama Nonprofit Corporation Act

Article I -- Introduction -- 3

Article II -- The Board of Directors -- 3

Article III -- Officers -- 6

Article IV -- Membership -- 7

Article V -- Administration -- 8

Article VI -- Exculpation and Indemnification -- 9

Warrior River Basin Clean Water Action Partnership

Section 1. These By-Laws constitute the code of rules adopted by Warrior River Basin CWAP [WRB-CWAP] for the regulation and management of its affairs.

Section 2. WRB-CWAP is organized and operated as a nonprofit corporation pursuant to the provisions of the Alabama Nonprofit Corporation Act exclusively for charitable, educational, and scientific purposes within the meaning of Internal Revenue Code Section 501(c)(3), or the corresponding provision of any subsequent federal tax law.

Section 3. The corporation has been organized for the following purpose: To enhance, restore and protect water quality and the aquatic ecosystem of the Warrior River Basin through a basin-wide public/private partnership.

Section 1. A Board of Directors shall manage the property, business, and affairs of WRB-CWAP. The number of directors may be increased or decreased by a resolution of the Board of Directors; provided, that the number of directors shall not be reduced to less than three (3); and provided, that any proposed change to the number of directors be presented to the Board of Directors in writing at the regular or special meeting of the Board of Directors, a quorum being present, just prior to the regular or special meeting of the Board of Directors at which the proposed change will be voted upon..

Section 2. The term of office of a director shall be two years. The expiration date of directorship positions shall be staggered such that roughly one-third of the directorships expire each year. In order to implement staggered expiration dates, the initial set of directorship positions shall be established with roughly one-third as one-year appointments, one-third as two-year appointments, and one-third as three-year appointments. Thereafter, all directorship appointments will be for two years.

Section 3. Persons shall be elected, or reelected, to the Board of Directors at the annual meeting of the membership of WRB-CWA. A Nominating Committee shall make nominations for directorships. The current Chairman of the Board of Directors shall appoint the Chairperson of the Nominating Committee. The Chairperson of the Nominating Committee shall select the members of the Nominating Committee. The Nominating Committee shall nominate one person for each directorship position that is coming up for expiration. Such nominations are to be made at least thirty (30) days in advance of the annual meeting of WRB-CWAP, and are to be published in the notice of the annual meeting.

Section 4. If for any reason any person who was to have been nominated becomes ineligible for election, a substitute nominee may be named by the Nominating Committee or by the Chairman of the Board of Directors at the annual meeting.

Section 5. Current members in good standing of WRB - CWAP may also submit nominations for each directorship position that is coming up for expiration. Persons nominated must be current members in good standing of WRB - CWAP. Such nominations must be made in writing to the Secretary of WRB - CWAP at least ten (10) days in advance of the annual meeting.

Section 6. The members of WRB - CWAP shall elect directors at the annual meeting. The person receiving the most votes for each directorship position that is coming up for expiration shall be elected to that directorship position. In the case of a tie vote, the Current Chairman of the Board of Directors shall cast an additional, deciding vote.

Section 7. Any Director may resign at any time upon written notice to WRB - CWAP. Such notice shall be addressed to WRB - CWAP at its principal office or to its Chairman or Secretary. Any such resignation shall become effective at the time of receipt of the resignation.

Section 8. The Chairman of the Board of Directors shall appoint directors to fill empty directorships that have been caused by resignations from the Board, removals, or caused by a resolution of the Board of Directors that has increased the number of directorships.

Section 9. Resolutions, and all other questions that come before a Board meeting, unless otherwise provided by law, by the Articles of Incorporation, or by these By-Laws, shall be deemed an act of the Board of Directors of WRB - CWAP if the resolution or question receives a majority vote of the Board members in attendance, provided a quorum is in attendance. A majority of the directors then in office shall constitute a quorum for the transaction of any business. Though less than a quorum be present, any meeting may, without further notice, be adjourned to a subsequent date or until such time as a quorum is present.

Section 10. Members of the Board of Directors of WRB - CWAP may participate in any meeting of the Board of Directors by means of a conference call provided that all persons participating at the meeting can hear each other at the same time. Such means shall constitute presence in person at the meeting.

Section 11. No director may be removed from office by the Board of Directors of WRB - CWAP except as provided herein. A director may be removed from office if two-thirds (2/3) of the directors then in office determine at a meeting called for such purpose that the removal of said director is in the best interests of WRB - CWAP.

Section 12. Regular meetings of the Board of Directors of WRB - CWAP shall be held at such times and places, within or without the State of Alabama, as may be fixed from time to time by the Board of Directors and, when so fixed, no notice to the members of WRB - CWAP need be given. The membership of WRB - CWAP shall be given notice of the annual meeting and for any meeting called to consider the removal of a director.

Section 13. In the case of death, absence, incapacity, or refusal of the Chairman, special meetings of the Board of Directors may be called by any other officer upon the written request of any two (2) directors. Such meetings shall be held at such place, within or without the State of Alabama, as may be designated from time to time by the Board of Directors or, in the absence of such designation, at a place designated by the officer calling the meeting.

Section 14. Any action required to be taken or permitted to be taken by the Board of Directors of WRB - CWAP may be taken without a meeting if a consent in writing, setting forth the action to be taken, shall be signed by all the members of the Board entitled to vote with respect to the subject matter thereof, or if all of the members entitled to vote respond in the affirmative with an electronic mail message with the proposed action attached. Such consent shall have the same force and effect as a unanimous vote of the Board of Directors and shall be filed with the minutes of the proceedings of the Board and shall be reviewed at the next regular or special meeting of the Board.

Section 15. Except as may otherwise be provided by applicable law, these By-Laws, or by the Articles of Incorporation, no contract or other transaction between WRB - CWAP and one or more of its directors, officers, or members or any other corporation, firm, association, or entity in which one or more of its directors, officers, or members are financially interested, shall be either void or voidable because of such interest or relationship; provided, the contract or transaction is fair and reasonable, the fact of such relationship has been disclosed beforehand to the Board of Directors, and the vote or consent of the Board of Directors or authorized committee is taken without counting the vote of such interested directors, officers, or members and without counting their presence for the purpose of constituting a quorum.

Section 16. In addition to the powers and authority expressly conferred upon it in these By-Laws, the Board of Directors of WRB - CWAP may exercise all powers of WRB - CWAP except where prohibited by law or by the Articles of Incorporation.

Officers

Section 1. The officers of WRB - CWAP shall be chosen by the Board of Directors of WRB - CWAP at each annual meeting following the election of directors. The officers shall consist of a Chairman, an Immediate Past-Chairman, a Vice-Chairman, a Secretary, and a Treasurer, and such other officers and committee chairpersons as the Board of Directors may from time to time deem appropriate.

Section 2. The Chairman, Vice-Chairman, Secretary, and Treasurer shall be elected for a term of one year. All other officers and chairpersons shall be elected or appointed from time to time by the Board of Directors at such regular or special meetings, and in such a manner, as the Board deems appropriate.

Section 3. Directors, officers, and chairpersons must be members in good standing of WRB - CWAP. Officers and chairpersons need not be directors of WRB - CWAP.

Section 4. The Chairman, Immediate Past-Chairman, Vice-Chairman, Secretary, and Treasurer shall each hold office until the next annual meeting of the membership of WRB - CWAP and until each successor is elected and has accepted the position, or until such officer’s earlier resignation, removal, incapacity, or death. All other officers and chairpersons of WRB - CWAP shall hold office at the pleasure of the Board of Directors of WRB - CWAP. Any officer or chairperson either elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the directors then in office.

Section 5. Any Officer may resign at any time upon written notice to WRB - CWAP. Such notice shall be addressed to WRB - CWAP at its principal office or to its Chairman or Secretary. Any such resignation shall become effective at the time of receipt of the resignation. Any chairperson may resign at any time upon verbal notice to the Chairman or Secretary. A vacancy in the office of Chairman, Vice-Chairman, Secretary, or Treasurer may be filled by a majority vote of the then members of the Board of Directors of WRB - CWAP for the unexpired portion of the term.

Section 6. The Chairman shall be the Chief Executive Officer of WRB - CWAP. He or she shall exercise general supervision over the property, business, and affairs of WRB - CWAP, shall coordinate the work of the other officers and chairpersons of WRB - CWAP, and shall take due care to insure that the Board of Directors acts in a manner consistent with the law, with the Articles of Incorporation, and with these By-Laws.

Section 7. The Vice-Chairman, in the case of the death, absence, or incapacity of the Chairman, shall perform the duties of the Chairman and shall exercise the powers and responsibilities of the Chairman.

Section 8. The Secretary shall record the minutes of the meetings of the Board of Directors of WRB - CWAP and shall maintain a file of all corporate records, including summary financial records as are produced from time to time. The Secretary shall have charge of the seal of WRB - CWAP and shall have the authority to attest documents, contracts, deeds, and other instruments for WRB - CWAP and to affix the corporate seal thereto.

Section 9. The Treasurer shall have charge and custody of the funds, securities, and other like property of WRB - CWAP and shall be responsible for the receipt, investment, safeguarding, and disbursement of the funds of WRB - CWAP. The Treasurer may endorse checks, drafts, and other instruments for deposit in such bank or banks as designated by the Board of Directors, and the same shall not be withdrawn therefrom except by checks, drafts, or orders to be signed in the manner designated in these By-Laws. The Treasurer shall also have the authority to attest documents, contracts, deeds, and other legal documents for WRB - CWAP and to affix the corporate seal thereto.

Section 10. Contracts on behalf of WRB - CWAP must be approved by majority vote of the Board of Directors at a meeting at which a quorum is present. Contracts shall be executed by any two of the following officers: Chairman, Immediate Past-Chairman, Vice-Chairman, Secretary, Treasurer.

Section 11. Checks, drafts, orders, and other disbursements on behalf of WRB - CWAP shall be authorized as follows. Amounts of less than $500.00 may be executed by one of the following officers and shall be confirmed as valid at the next regular or special meeting of the Board of Directors: Chairman, Vice-Chairman, Secretary, Treasurer. Amounts of $500.00 or more shall receive approval by the Board of Directors prior to execution and shall be signed by two of the following officers: Chairman, Vice-Chairman, Secretary, Treasurer.

Membership

Section 1. The membership of WRB - CWAP consists of volunteer members who subscribe to the basic purpose of the organization. Any person, corporation, partnership, organization, association, governmental entity, or other enterprise with an interest in WRB - CWAP may become a member of WRB - CWAP provided that the applicant or volunteer has pledged to pay such contributions as shall have been prescribed by the Board of Directors. A member is designated as being in good standing if the required contributions are paid up to date.

Section 2. All members of WRB - CWAP are in the same class: volunteer members. Each membership confers one vote to that member. The vote may be exercised in person at the annual meeting election of the Board of Directors of WRB - CWAP.

Section 3. A subset of the volunteer members shall comprise the Advisory Board of Directors of WRB - CWAP. Positions on the Advisory Board are as follows:

The Chairman and Vice-Chairman of each of the three Warrior River Sub Basins as jurisdictioned by the Board of Directors, the Chairman and Vice-Chairman of the Board of Directors, and the Chairman of the Technical Subcommittee.

Section 4. The Board of Directors may, from time to time, establish contribution schedules that will give specific honorary titles to members of WRB - CWAP, based on the level of their financial or in-kind contributions to the organization.

Section 5. No member of WRB - CWAP shall be individually or personally liable to the creditors of WRB - CWAP for any indebtedness or liabilities of WRB - CWAP, and any and all creditors of WRB - CWAP shall look only to the assets of WRB - CWAP for the payment of any such indebtedness or liabilities.

Section 1. In the event of the dissolution of WRB - CWAP, any assets remaining after all debts and liabilities of WRB - CWAP have been paid or otherwise provided for shall be distributed to those other entities and organizations that the Board of Directors deems organized and operated for purposes similar to those of WRB - CWAP and that are recognized by the United States Internal Revenue Service as entities and organizations exempt from federal income tax under Internal Revenue Code 501(c)(3).

Section 2. The principal place of business of WRB - CWAP shall be in Jefferson County, Alabama or at such other place or places as may be designated from time to time by the Board of Directors.

Section 3. The fiscal year of WRB - CWAP shall begin on January 1^st and shall end on December 31^st, except that the initial fiscal year of WRB - CWAP shall begin on the date that the initial bank account of WRB - CWAP is established.

Section 4. These By-Laws shall be effective on the date of their adoption by the Board of Directors of WRB - CWAP. The By-Laws may be amended, repealed, or altered in whole or in part at any regular or special meeting of the Board of Directors of WRB - CWAP by a majority vote whenever a quorum is present; provided, that the proposed amendment, repeal, or alteration is presented to the Board of Directors in writing for their review and consideration at the regular or special meeting of the Board of Directors, a quorum being present, just prior to the meeting of the Board of Directors at which a vote on the measure is to be taken.

Section 1. Pursuant to Section 10-11-1, et. seq., Code of Alabama (1975), all noncompensated officers of WRB - CWAP shall be immune from suit and not subject to civil liability arising from the conduct of the affairs of WRB - CWAP except when the act or omission of such officer, which gives rise to a cause of action, amounts to willful or wanton misconduct, fraud, gross negligence, or violation of the law. For purposes of this Article VI, the term "officer" shall include the officers, directors, advisory board members, trustees, employees, agents, committee chairpersons, and any other volunteer member of WRB - CWAP acting on behalf of WRB - CWAP. Any reference herein to officers, directors, advisory board members, trustees, employees, agents, committee chairpersons, or members shall include former officers, directors, advisory board members, trustees, employees, agents, committee chairpersons, or members and their respective heirs, executors, and administrators.

Section 2. The Board of Directors of WRB - CWAP is hereby empowered to indemnify an officer of WRB - CWAP who is or was a party to any legal proceeding by reason of the fact that he or she is or was such an officer or is or was serving at the request of WRB - CWAP as a director, trustee, officer, chairperson, employee, or agent of another corporation, partnership, joint venture, trust, employee benefit plan, or other for-profit or non-profit enterprise, against all liabilities and expenses incurred in the proceeding except such liabilities and expenses as are incurred because of willful or wanton misconduct, fraud, gross negligence, or violation of the law. Unless a determination has been made that indemnification is not permissible, WRB - CWAP may make advances and reimbursements for expenses incurred by an officer of WRB - CWAP in a proceeding upon receipt of an undertaking from him or her to repay the same if it is ultimately determined that the officer is not entitled to indemnification. Such undertaking shall be an unlimited, unsecured, general obligation of the officer of WRB - CWAP and shall be accepted without reference to the officer’s ability to make repayment. The Board is hereby empowered to contract in advance to indemnify and advance such expenses of any officer of WRB - CWAP.

Section 3. WRB - CWAP may purchase and maintain insurance to indemnify it against the whole or any portion of the liability assumed by it in accordance with this Article VI and may also procure insurance, in such amounts as the Board of Directors may determine, on behalf of any of the officers referred to in this Article VI, whether or not WRB - CWAP would have power to indemnify the officer against such liability.

Section 4. In the event of a change in the composition of a majority of the Board of Directors of WRB - CWAP after the date of an alleged act or omission with respect to which indemnification is claimed, and for which the Board of Directors declines to provide indemnification, a determination as to indemnification and advancement of expenses with respect to a claim for indemnification pursuant to this Article VI shall be made by a special legal counsel agreed to by the Board of Directors and the officer who is the proposed indemnitee. If the Board of Directors and the proposed indemnitee are unable to agree upon such special legal counsel, the Board and the proposed indemnitee shall each select a nominee, and the two nominees shall select such special legal counsel.

Section 5. The provisions of this Article VI shall be applicable to all actions, suits, claims, or proceedings commenced after the adoption hereof, arising from any action or failure to act after such adoption. No amendment, modification, or repeal of this Article VI shall diminish the rights provided hereby with respect to any action, suit, or claim in any then pending or subsequent proceeding that is based in any material respect on any alleged action or failure to act that occurred subsequent to the adoption of these By-Laws and prior to such amendment, modification, or repeal.