August 1996

BY-LAWS

OHIO RIVER BASIN CONSORTIUM FOR RESEARCH AND EDUCATION FOUNDATION, INC.

I. GOAL

The goal of the Ohio River Basin Consortium for Research and Education Foundation, herein referred to as the ORBCRE FOUNDATION, is to receive endowments and related monies and to solicit monies in the form of gifts and/or grants from industry, governmental agencies and selected private entities to provide funding in the form of grants for the promotion of inter-institutional research and education in water-related concerns and other environmental issues in the Ohio River Basin.

II. OBJECTIVES

1. Provide funding for cooperative, inter-institutional research studies and/or educational projects that address environmental and water-related resource problems and needs in the Ohio River Basin.

2. Provide funding for pilot projects that will stimulate new research directions and areas for additional research funding by institutional, agency, and industrial groups throughout the Ohio River Basin.

3. Provide funding for educational and/or research activities such as workshops, symposia and/or related mechanisms to identify areas that merit new research and support in the Ohio River Basin with the goal to encourage cooperation in environmental research, education and related activities among institutions, agencies and industries throughout the basin.

III. QUALIFYING PROJECTS AND ORGANIZATIONS

1. Qualifying studies and projects are those designed to research pollution status (including sources prevalence and resulting impacts), document extent of use impairments, characterize ecosystem conditions, and determine, where indicated, potential for recovery through remediation, and to assess benefits and costs.

2. Qualifying studies and projects will foster collaborations, opportunities and response to needs for multi-institutional research/education on various matters of water quality, the environment, and environmental health in the Ohio River Basin.

3. Qualifying educational projects are environmental education projects designed to characterize or disseminate practices, methods or techniques through educational institutions and citizen groups.

4. Qualifying organizations are non-profit institutions, government agencies and private entities such as chartered non-profit citizen groups within the Ohio River Basin. For-profit organizations may participate in qualifying studies and projects as sub-contractors and collaborative team members with non-profit institutions, agencies and chartered groups but not as grant recipients.

5. Grants will be awarded based on the recommendations of a review panel made up of researchers and educators with experience and recognized attainment of expertise and educational background in the environment and ecosystems. Such a review panel will be made up of a wide array of individuals as appropriate but primarily university and college researchers and educators. From time to time, corporate and consultant scientists and engineers as well as lay individuals with pertinent expertise are expected to be included in such panels.

IV. GOVERNANCE

1. Board of Trustees

The Board of Trustees for the ORBCRE FOUNDATION will be comprised of the members of the Ohio River Basin Consortium for Research and Education Executive Committee, which is composed of six members elected by the Board Trustees of the Ohio River Basin Consortium for Research and Education (ORBCRE). The Executive Director of ORBCRE is the Executive Director of the ORBCRE FOUNDATION and will be a non-voting member of the ORBCRE FOUNDATION Board of Trustees. The Board of Trustees will approve research and education funding priorities for the ORBCRE FOUNDATION and prepare announcements and requests for proposals for funding. The Board of Trustees will establish review and approval procedures. The Board of Trustees will appoint external review committees composed of experts, as described in Article III, Section 4, to provide reviews of proposals for merit and to make recommendations to the Board of Trustees for proposal funding. The Board of Trustees will meet annually at the Annual Scientific Symposium of the ORBCRE; other meetings of the Board of Trustees may be called by the President or a majority of the members of the Board of Trustees. A simple majority of the entire Board of Trustees constitutes a quorum. All actions of the Board of Trustees shall be consistent with the status of the ORBCRE Foundation as a 501 (c) 3 tax exempt organization.

B. Executive Director

The Executive Director of the ORBCRE FOUNDATION shall be the chief operating officer and shall be responsible to the Board of Trustees. The Executive Director will conduct the day-to-day affairs of the ORBCRE FOUNDATION with the authority to execute legal documents for the ORBCRE FOUNDATION. The Executive Director shall prepare agendas for meetings of the Board of Trustees and provide information to the Board members prior to the meetings. With the approval of the Board of Trustees, the Executive Director may hire additional staff as may be necessary to carry out the functions of the ORBCRE FOUNDATION.

C. President

The Board of Trustees of the ORBCRE FOUNDATION shall elect a President from its membership. The President will act as the chair of the Board of Trustees.

D. Secretary -Treasurer

The Board of Trustees of the ORBCRE FOUNDATION will appoint a Secretary and a Treasurer who will assist the Executive Director in the conduct of the business of the ORBCRE FOUNDATION. The Secretary -Treasurer may be separate or joint appointments at the discretion of the Board of Trustees.

V. USES OF FUNDS BY THE FOUNDATION

1. A portion of endowment contributions and funds received by the ORBCRE FOUNDATION may be used for administrative expenses. The Executive Director will prepare and submit to the Board of Trustees a budget for operation and administrative expenses, which must be approved by a majority vote of the Board of Trustees.

2. No part of the funds of the of the ORBCRE FOUNDATION or net earning thereof shall incur to the benefit of any member, trustee or officer of the ORBCRE FOUNDATION or any private person (except that reasonable compensation may be paid, following approval by a majority vote of the Board of Trustees, to or for the ORBCRE FOUNDATION affecting one or more purposes).

VI. RESULTS OF FUNDED PROJECTS

1. Results of funded projects will be reported by the awardees to the ORBCRE FOUNDATION in a timely manner.

2. Results of funded projects will be placed in the public domain and, for example, cannot be patented.

VII. COMMITTEES

The Board of Trustees will approve the establishment and membership of necessary committees and/or committee chairs to carry out the functions of the ORBCRE FOUNDATION. Recommendations for these committees can come from any of the Board members or from the Executive Director.

VIII. AMENDMENT OF BY-LAWS

No amendment of these By-Laws shall be valid except upon unanimous approval of the Board of Trustees through a vote.

August 1996