Bylaws of the Council of Development Finance Agencies. A corporation chartered under the District of Columbia non-profit corporation act.

Bylaws of the Council of Development Finance Agencies A corporation chartered under the District of Columbia non-profit corporation act. ARTICLE I Name, Seal and Principal Office Section 1. Name. The name of the Corporation shall be the Council of Development Finance Agencies. Section 2. Seal. The seal of the Corporation shall contain the name of the Corporation and be of such design as the Board of Directors shall approve. Section 3. Principal Office. The Corporation shall maintain its principal office in Washington, D.C. or such other place as may be determined by the Board hereinafter defined. The Board of Directors may designate a different location at which the Corporation may maintain its principal office. ARTICLE II Nature of the Corporation Section 1. Non-profit. The Corporation is not organized for pecuniary gain or profit, incidental or otherwise, and no part of the income of the Corporation may inure to the benefit of any individual, except that reasonable compensation may be paid for services rendered. Section 2. Purposes. The purpose of the Corporation is to promote the common interests of development finance agencies with respect to public policies and programs for meeting the economic development finance needs of their respective areas and in enhancing the effectiveness of such agencies and their programs, by: (a) keeping members fully informed about federal and state administrative and legislative developments that affect programs of development finance agencies and the growth and operation of such agencies, and assisting the exchange of information and views among such agencies regarding such matters; (b) encouraging and assisting the formation and more effective operation of development finance agencies and the formulation and implementation of effective governmental programs of assistance for meeting the needs of their respective economies; (c) informing the public about the programs, activities and achievements of development finance agencies and acting as a clearinghouse of information among the agencies themselves; 1

(d) presenting to concerned parties the policies or views of the Corporation or its members concerning public issues relevant to the programs and operations of development finance agencies; and (e) performing such other activities as are necessary or proper to forward the interests of the Corporation and its members. ARTICLE III Membership and Dues Section 1. Class of Membership. There shall be such classes of membership as shall be determined by the Board of Directors. Section 2. Eligibility of Membership. Any municipal corporation, municipality, agency, department, authority, corporation or other entity which is an agency or instrumentality of a state, which has the authority to operate on a statewide basis or on such other jurisdictional basis within a state which has as a primary purpose the oversight or issuance of industrial development bonds and/or the delivery of other development finance programs shall be eligible to be a member of the Corporation. The Board of Directors may establish such additional standards, rules, regulations or requirements for admission to membership. Entities eligible for membership are herein sometimes referred to as development finance agencies. For the purpose of this section, a state shall be deemed to include the District of Columbia, the Commonwealth of Puerto Rico and any territory of the United States. Section 3. Eligibility of Affiliation as an Associate. Investment banking and financial services firms, bond counsels, developers, investors and other public and private groups or individuals participating in or concerned with the programs of assistance for economic development shall be eligible to affiliate with the Corporation. Associates shall be deemed as members of the Corporation for all purposes. Section 4. Dues. The Board of Directors may establish dues for membership and may establish different rates of dues for such appropriate classifications of members as it shall determine from time to time. Such classification may be based on members size, scope of activities, period of existence, type of activities or such other criteria as the Board shall determine. The Board may establish appropriate charges for affiliating as an Associate of the Corporation. ARTICLE IV Directors Section 1. Number and Authority. The affairs of the Corporation shall be conducted by the Board of Directors (herein sometimes referred to as the Board ) consisting of not less than fifteen (15) or more than thirty-two (32) Directors. The Chairperson, the Vice Chairperson, the Secretary and the Treasurer shall be Directors. The President and CEO shall not be a Director. The offices of Secretary and Treasurer may be held by the same person. The 2

Directors shall be elected as provided herein. The Directors shall act only as a Board, and individual Directors shall have no power to act as such Board. Section 2. Qualifications and Election. The Directors must be individuals currently occupying senior-level positions with paid-up members or, respectively, paid-up Associates, shall be elected as provided herein and shall cease to be Directors when they cease to occupy such positions. Of the Directors originally elected to serve as such, nine (9) Directors shall serve for terms of one (1) year, eight (8) Directors shall serve for terms of two (2) years and eight (8) Directors shall serve for terms of three (3) years, in each case unless sooner removed and until their respective successors are elected and qualified. At each annual meeting of the Corporation thereafter, the members shall elect a number of Directors equal to the number of vacancies resulting from expired terms, resignations, termination, enlargements of the Board or any other reason, such Directors to serve for terms of three (3) years unless sooner removed and until their respective successors are duly elected and qualified. The term of a Director elected by the members of the Corporation shall commence immediately following the Annual Meeting at which elected. Section 3. Emeritus Directors. The Board of Directors may, from time to time, by a majority vote of the entire Board of Directors at any annual, regular or special meeting duly convened after notice of that purpose, elect one or more of its current or former Directors, who have been a member of the Corporation for at least ten (10) years and who have served at least seven years (7) as a Director, to serve as Emeritus Directors. Designation as Emeritus Director is intended to honor persons who have made consistent and meritorious contributions over a significant period to the Board. The maximum number of Emeritus Directors who may serve as such at any one time shall be five (5). Emeritus Directors may attend meetings of the Board of Directors or any committee of the Board of Directors, for which they have been appointed to serve, in an advisory capacity but shall automatically cease to be an Emeritus Director without any further action by the Board upon termination of their membership in the Corporation. Emeritus Directors shall not be permitted to vote on matters before the Board of Directors or any committee thereof and shall not be counted for the purpose of determining whether a quorum of either the Board of Directors or any committee thereof is present. Emeritus Directors shall serve without compensation but the Board of Directors may establish policies concerning reimbursement for expenses. Emeritus Directors shall serve for terms of three (3) years, or upon such earlier resignation or removal with or without cause by a majority of the Board of Directors. Any reference in these Bylaws to "Directors" shall not be construed to include Emeritus Directors. Section 4. Removal of Directors. Any member of the Board of Directors may be removed without cause by a vote of three-fourths of the total membership of the Board then elected and serving. Section 5. Vacancies. Any vacancy in the membership of the Board of Directors may be filled by the majority vote of the remaining members of the Board unless the Board of Directors shall determine that such vacancy shall be filled by the membership at the next meeting thereof. The term of any Director so elected to fill a vacancy shall commence immediately following such election and, except as otherwise provided in Section 2 of Article IV, shall expire when the term of the person whom such Director replaced would 3

otherwise have expired except in the case of the original Directors when the expiration date shall be the date the term was to have expired. ARTICLE V Officers of the Corporation Section 1. Elected Officers. The officers of the Corporation (herein sometimes referred to as the Officers ) shall be a Chairperson, Vice Chairperson, Secretary, Treasurer, and such other Officers, assistant Officers, and agents as the Board of Directors may from time to time deem necessary. The Chairperson, Vice Chairperson, Secretary and Treasurer must be individuals occupying senior-level positions with paid-up members and may serve only so long as they occupy such positions. Directors and Officers shall serve without compensation but the Board of Directors may establish policies concerning reimbursement for expenses. The President and CEO shall not be an Officer of the Corporation. Section 2. Duties of Elected Officers. The Officers shall have such authority and perform such duties in the management of the Corporation affairs and activities as usually pertain to the offices they hold, and as may be assigned to them by the Board, and as may be otherwise provided by these Bylaws, including but not by way of limitation the following: (a) Chairperson. The Chairperson shall be the chief executive officer until such time as the Board of Directors may determine otherwise, shall preside at all meetings of the members and shall have general and active management of the affairs of the Corporation and shall see that all orders and resolutions of the Board are carried into effect. The Chairperson shall execute in the Corporation name all authorized deeds, mortgages, bonds, contracts, or other instruments, except in cases in which the signing or execution thereof shall be expressly delegated by the Board of Directors to some other officer or agency of the Corporation, and shall have powers and authority to perform all other duties usually incident to such officer. (b) Vice Chairperson. The Vice Chairperson shall perform such duties as the Board of Directors shall authorize. In the absence or disability of the Chairperson, the Vice Chairperson shall perform the duties and exercise the powers of the Chairperson. In the event that the position of Chairperson is vacated by resignation, termination of service provided in these Bylaws, or otherwise, the Vice Chairperson shall perform the duties and exercise the powers of Chairperson until that office is filled by the Board of Directors pursuant to Section 3 of Article VI. (c) Secretary. The Secretary or an Assistant Secretary shall attend all meetings of the Board of Directors and record all notes and the minutes of all meetings in a book to be kept for that purpose. The Secretary shall keep in safe custody the seal of the Corporation, and when authorized by the Board of Directors, affix the seal to any instrument requiring it, and, when so affixed, it shall be attested by such Officer s signature. In the absence of the Secretary, the duties of such Officer may be performed by an Assistant Secretary who need not be a member of the Board of Directors. Such duties of the Secretary as may be specified by the Board of Directors may be delegated to the President and CEO or a designated member of the Corporation staff. 4

(d) Treasurer. The Treasurer shall have custody of the funds and securities of the Corporation, and shall keep a full and accurate record of all monies received and paid out and all vouchers and receipts given therefor in books belonging to the Corporation and shall chair the Financial Committee of the Corporation. The Treasurer shall deposit all monies and other valuable effects in the name and to the credit of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render any account of all transactions as Treasurer and of the financial condition of the Corporation whenever called upon to do so. If required by the Board of Directors, the Treasurer shall give the Corporation a bond in such form and penalty, and with such surety or sureties, as the Board of Directors may require. Such duties of the Treasurer as may be specified by the Board of Directors may be delegated to the President and CEO or a designated member of the Corporation staff. Section 3. Election of Officers. The Officers of the Corporation shall be elected by the Board of Directors at the meeting during or first following the annual meeting; each Officer shall be elected by a majority of the votes cast. The terms of the Officers shall commence following the Board of Directors meeting at which elected. In the case of any vacancy in any office of the Corporation, the vacancy shall be filled by the Board of Directors. ARTICLE VI Executive Committee, Other Committees Section 1. Designation of Executive Committee. The Officers of the Corporation shall be members of the Executive Committee. The designation of such Executive Committee shall not operate to relieve the Board of Directors or any member thereof of any responsibility imposed on such member by law. No member thereof shall remain as a member of the Executive Committee after such member ceases to be a Director of the Corporation. The Chairperson may, in addition, designate up to three (3) additional Directors as at-large members of the Executive Committee, subject to majority approval of the Board. Section 2. Powers of the Executive Committee. During the intervals between meetings of the Board of Directors, and subject to such limitations as may be required or imposed by law, by these Bylaws, or by resolution of the Board of Directors, the Executive Committee shall have and may exercise all the authority of the Board of Directors in management of the Corporation. The Executive Committee may also from time to time formulate and recommend to the Board of Directors for approval general policies regarding the management of the affairs of the Corporation. The Executive Committee is singularly responsible for the management, appointment, evaluation and if necessary, the termination of the President and CEO. The Executive Committee will report its actions to the Board of Directors. The Executive Committee is additionally expressly authorized: (i) to propose eligible candidates, equal to or greater than the number of vacancies occurring in the Board of Directors, to serve as Directors, to the membership at the annual meeting of members of the Corporation; the names of the proposed Directors shall be mailed each year to all the members eligible to vote thereon prior to the annual meeting of the members; and 5

(ii) to make recommendations to the Board of Directors for proposed amendments to these Bylaws or other proposed modifications relating to general governance; and (iii) to establish minimum standards of participation to be required of members of the Board of Directors; and (iv) to establish and authorize delegated authority policies and allowances to the President and CEO to conduct day-to-day operations, The Executive Committee may have such other duties as may from time to time be prescribed by the Board of Directors. Section 3. Budget & Finance Committee. There shall be a permanent Budget & Finance Committee chaired by the Treasurer, and in conjunction with which the President and CEO, CFO and the Executive Committee, shall prepare the annual budget of the Corporation and have general responsibility for the financial affairs of the Corporation. The Budget & Finance Committee will also oversee direction of completion of the Corporation s annual tax return and any required audits. Section 4. Other Committees. The Board of Directors may establish such other committees as it deems necessary to carry out the purposes of the Corporation. The Chair and members of such committees shall be appointed by the Chairperson subject to the approval of the Board of Directors. Any such other committee (with the exclusion of the Executive Committee and the Budget & Finance Committee) so established by the Board of Directors, may include among its voting members persons who are not also members of the Board of Directors, provided, however, that the Chair of any such other committee shall be a member of the Board of Directors. ARTICLE VII President and CEO Section 1. Appointment. At the discretion of the Board of Directors, the Board may employ an organization to provide staff or directly employ staff, for the Corporation. The terms, compensation and conditions of employment for any such organization shall be specified by the Executive Committee. CDFA shall in any event employ a salaried staff head who shall be approved by the Board and who shall have the title within the Corporation of President and CEO. The President and CEO shall be the chief executive officer of the Corporation and shall be responsible for all management functions, shall manage and direct all activities of the Corporation as prescribed by the Board of Directors and shall be responsible to the Executive Committee and the Board of Directors. The President and CEO shall neither be an Officer nor a Director of the Corporation. To the extent prescribed by the Executive Committee, the President and CEO shall employ and may terminate the employment of members of the staff of CDFA necessary to carry on the work of the Corporation and fix their compensation within the budget approved by the Board, and define the duties of the staff, supervise their performance, establish the titles and delegate those responsibilities of management as appropriate. In addition, 6

the President and CEO will have all necessary delegated authority as needed to operate the Corporation. This delegated authority is specifically authorized in the CDFA Governance Policies approved by the Board of Directors. Appointment, evaluation and, if necessary, termination of the President and CEO shall be done by the Executive Committee, who shall report its actions to the Board of Directors. Section 2. Checks and Notes. All checks, drafts, trade acceptances, and promissory notes of the Corporation shall be signed by the President and CEO or Chairperson. Section 3. Deposits. All funds of the Corporation not otherwise employed shall be deposited to the credit of the Corporation. For the purpose of such deposit, the President and CEO and/or any officer or employee, to whom such power has been delegated by the President and CEO, may endorse, assign and deliver checks, drafts and other orders for the payment of money to the Corporation. ARTICLE VIII Meetings Section 1. Annual Meeting of the Members of the Corporation. An annual meeting of the Corporation shall be held at such places as may be designated by the Board of Directors in a month to be determined by the Board of Directors or such other time as the Board shall determine. Such meetings shall be held at least once each calendar year for the election of Directors and any other business which may be properly brought before it. Section 2. Other Regular Meetings of the Corporation. In addition to the annual meeting of the Corporation, other regular meetings shall be held at such times and places as may be established by the Directors. At any meeting, any matter may be brought before the meeting which is within the purposes and powers of the Corporation and in accordance with the charter and Bylaws, without special notice having been given unless otherwise herein provided. Section 3. Special Meetings of the Corporation. Special meetings of the Corporation may be called by the Executive Committee or by a majority of the Board or shall be called at the request of twenty-five percent (25%) or more of the members. Section 4. Meetings of the Board of Directors. (a) Annual Meeting. The annual meeting of the Board of Directors shall be held on such date each year as is fixed by the Chairperson provided that such date shall in each case be no later than sixty (60) days following an annual meeting of the membership. Such meeting shall be held for the consideration of any business which may properly be brought before it. (b) Regular Meetings. Regular meetings of the Board of Directors shall be held at such times and in such places as the Board may establish. (c) Other Meetings. Other meetings of the Board of Directors shall be held at any time and at any place as may from time to time be determined by the Chairperson, or upon 7

the request of at least twenty-five percent (25%) of the Directors serving. Meetings of the Board of Directors may be held by telephone conference call. (d) Action Other Than by a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors, or the Executive Committee of the Board, may be taken without a meeting of the Board or of the Executive Committee, as the case may be, by written consent of a majority of the members of the Board, and such written consent shall be filed in lieu of minutes of such meeting. Section 5. Meetings of the Executive Committee. Meetings of the Executive Committee may be held at any time and at any place as may from time to time be determined by the Executive Committee. In addition, such meetings may be held by telephone conference call. Section 6. Notice of Meetings. Notice of all annual, regular and special meetings of the members of the Corporation shall be sent to all members at least ten (10) days prior to the date thereof, specifying the time and place. Notices of special meetings shall state the purpose thereof. Notice of the exact date and place of each annual meeting of the Corporation shall be given to all members not less than twenty (20) days prior to the date of such meeting. Notice of all Board of Directors meetings shall be sent to all Board members at least ten (10) days prior to the date thereof, specifying the time and place. Meetings of the Executive Committee shall be preceded by the giving of informal notice in such manner as the Executive Committee may determine to be reasonable, provided that all members of the Executive Committee shall be given notice. Section 7. Quorums. The members present in person or by proxy at any annual, regular or special meeting of the Corporation shall constitute a quorum. At the meetings of the Board of Directors forty percent (40%) of the entire Board of Directors shall constitute a quorum for the transaction of business. A majority of the entire Executive Committee shall constitute a quorum for the transaction of business by the Executive Committee. A majority vote of the members present at such meeting at which a quorum is present shall be necessary for any action of the Board of Directors or the Executive Committee, as the case may be. Section 8. Voting. Only paid-up members of the Corporation shall be entitled to vote at the annual meeting of the Corporation. Each member shall have one vote regardless of its dues classification. Proxy voting shall be allowed at meetings of the members, as well as at meetings of the Board of Directors or Executive Committee. Voting at Board of Directors and Executive Committee meetings may be by telephone conference call. Section 9. Action of Members Other Than at a Meeting. Any action required or permitted to be taken at any meeting of the members may be taken without a meeting if written consent to such action is signed by a majority of all the members, and such written consent is filed in lieu of minutes of such meeting. 8

ARTICLE IX Fiscal Year Section 1. Fiscal Year. The fiscal year of the Corporation shall be from January 1 through December 31 of each calendar year. ARTICLE X Contractual Obligations; Books and Records; Miscellaneous Section 1. Contracts, Checks, Notes, Etc. All checks, drafts, notes, bonds, bills of exchange, and orders for payment of money, as well as contracts and agreements, shall, unless otherwise required by laws or permitted by these Bylaws, be signed by the President and CEO or by such officer or officers or agents as the Board of Directors may from time to time designate. Section 2. Books and Records. Correct and adequate books and records of accounts and transaction and minutes of the proceedings of the Board of Directors shall be kept by the Corporation. The Chairperson of the Corporation shall cause to be prepared annually a full and correct statement of the affairs of the Corporation, including a balance sheet and financial statements of operation for the preceding fiscal year, and filed within one hundred twenty (120) days thereafter with the Secretary of the Corporation. Section 3. Indemnification. Each officer, Director and employee of the Corporation shall be indemnified by such funds as are available in the Corporation against expenses reasonably incurred by such person in connection with any action, suit or proceeding, to which such person may be made a party solely by reason of being, or having been, an officer, a Director, or employee of the Corporation except in relation to matters as to which final judgment in such action, suit or proceeding, holds such person to have been derelict in the performance of the duties of the position held by such person and the foregoing right of indemnification shall not be exclusive of other rights to which such person may be entitled as a matter of law. ARTICLE XI Amendment of Bylaws Section 1. Authority to Amend Bylaws. These Bylaws may be amended or repealed at any annual, regular or special meeting of the Corporation by affirmative vote of a majority of the members present at such meeting including those represented by signed proxy. A Bylaw change may be presented to the members as aforesaid by either: (a) action by the Board of Directors of the Corporation or (b) upon the petition of ten (10) members setting forth the suggested change and presented to the Corporation office at least forty-five (45) days before the meeting of the Corporation. In such cases, the Board of Directors may submit its position on such amendment to the membership. 9

Section 2. Notice to Amend Bylaws. These Bylaws may be altered or amended by two-thirds (2/3) of votes of the entire Board of Directors at any annual, regular or special meeting duly convened after notice of that purpose, subject to the powers of the members to change such action. Section 3. Additional Rules. The Board of Directors shall be authorized to adopt additional rules for the government and operation of the Corporation, provided that such additional rules are not in conflict with the Charter or Bylaws. Such additional rules, when adopted, shall be sent to each of the members and shall be effective when adopted and unless revoked or amended by the members of the next regular or special meeting of the Corporation, following the adoption of such rules. 10