Economic Development Growth Enterprises Corporation

“Significant changes to edge's bylaws are as follows: -the certificate of incorporation also states that the territory in which the operations of the corporation are principally to be conducted is the county, but that insofar as may be expedient or necessary in the accomplishment of its purposes, the corporation may conduct its operations anywhere in the state of new york or the united states of america outside of the county. -special meetings of the members of the corporation may be called by the board or by the members entitiled to cast ten percent (10%) of the number of votes to be cast as such meeting. -unanimous consent: whenever members are required or permitted to take any action by vote, such action may be taken without a meeting upon the consent of all of the members entitled to vote thereon, which consent may be written or electronic. -number of directors: the board of directors of the corporation shall be identical and co-extensive with, and shall consist of, the members of the corporation. The number of voting directors constituting the entire board shall be fixed by these by-laws, or by action of the members, or by action of a majority of the entire board at not less than twenty-one (21) nor more than sixty (60). -unanimous consent of directors: any action required or permitted to be taken by the board or any committee thereof may be taken without a meeting if all of the members of the board or the committee consent to the adoption of a resolution authorizing the action. Such consent may be written or electronic. -director's emeritus (without a vote): at the conclusion of a voting director's term of service, the board may, but is not required to, elect such person as a "director emeritus" of the corporation. A "director emeritus" shall have the privelege of attending all meetings but shall have none of the responsibilities of a member, shall have no vote on matters put before the board and shall not be considered in determing whether a quorum exists. A director emeritus shall not be a member of the corporation and shall serve for such term as the board shall determine and may serve more than one term. Service of a director emeritus may be terminated by the board at any time without prior notice or cause. -chairperson-elect: the chairperson-elect shall, in the absence or inability of the chairperson to act, or if the office of chairperson be vacant, exercise all of the powers of the chairperson. He or she shall be an ex-officio member of the executive committee. -term limits for offices of chairperson, chairperson-elect, vice-chairperson and treasurer: no person shall be elected to the office of chairperson more than twice, no person shall be elected to the office of chairperson-elect more than twice, no person shall be elected to the office of vice-chairperson more than five (5) times. No person shall be elected to the office of treasurer more than five (5) times. -authority to contract- subject to applicable law and the provisions of article vi, section 2 of the by-laws, the board of directors, or any of committee thereof which is authorized to do so, may authorize any officer or officers of the corportation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation. -contracts with related parties: the corporation shall not enter into any related party transacation unless the transaction is determined by the audit committee to be fair, reasonable and in the corporation's best interest at the time of such determination. Executive committee- the board of directors, by resolution adopted by a majority of the entire board, may designate from among its members an executive committee which shall consist of five (5) or more members as the board may determine, to serve at the pleasure of the board. The executive committee shall meet at least once every other month and keep books of seperate minutes and report its action at every meeting of the board of directors or as”

“Edge has members that pay dues to support the organization's mission.”

“Membership elects the board of directors of the corporation.”

“Before the filing of the form 990, a complete copy thereof is provided to all members of the board of directors for their review and/or comments. The 990 is then recommended by the executive committee to the full board and is approved by the full board.”

“Conflicts are documented, kept on file, and reviewed by the audit committee on an as needed basis.”

“The executive committee conducts a yearly review of the president.”

“UPON REQUEST”