The undersigned, being qualified to act as an incorporator, adopts the following Charter for the purpose of organizing a not-for-profit corporation under the Tennessee Nonprofit Corporation Act, Tennessee Code Annotated Section 48-51-101, et seq.:

1. Name. The name of the Corporation is COALITION OF OAK RIDGE RETIRED EMPLOYEES, INC. (the "Corporation").

2. Public Benefit. The Corporation is a public benefit corporation.

3. Principal Office. The street address of the Corporation’s principal office is

107 Antioch Drive, Oak Ridge, Anderson County, Tennessee 37830.

4. Registered Office and Registered Agent. The street address of the Corporation’s registered office and its registered agent is 107 Antioch Drive, Oak Ridge, Anderson County, Tennessee 37830; and the name of the Corporation’s registered agent is W. CHARLES KUYKENDALL.

5. Incorporator. The name of the incorporator is Donald C. Wood, and his address is 12019 Butternut Lane, Knoxville, Tennessee 37922.

6. Non-Profit. The Corporation is not-for-profit; and it shall at all times comply with Tenn. Code Ann. Section 48-51-501, as it now exists, and may hereafter be amended.

7. Members. The Corporation shall have two classes of Membership:

1. General Members – Retirees and others receiving pension benefits from the pension fund of the U.S. Department of Energy contractor-managed facilities at Oak Ridge, Tennessee: Oak Ridge National Laboratory (ORNL), Oak Ridge Gaseous Diffusion Plant (K-25), Oak Ridge Y-12 Plant (Y-12) and all retirees from local DOE contractors (such as Wackenhut and Bechtel-Jacobs), who are under the same pension plan.

2. Active Members shall be any general members, who have at some time contributed twenty dollars ($20,00) to the support of its work.

8. Purpose. The Corporation is organized exclusively for charitable, religious, educational and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1986 (the "Code") (or the corresponding provision of any future United States Internal Revenue law).

9. No Private Inurement/Activities. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to any of its members, directors, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Paragraph 8 hereof. No member, director, officer of the Corporation or other private individual shall be entitled to share in the distribution of any of the corporate assets on dissolution of the Corporation. No substantial part of the activities of the Corporation shall involve the promotion of propaganda, or otherwise involve activities that attempt to influence legislation. Further, the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provisions of this Charter, the Corporation shall not carry on any other activities not permitted to be carried on:

(a) by a corporation exempt from federal income tax under § 501(c)(3) of the Code;

(b) by a corporation, contributions of which are deductible under § 170(c)(2) of the

Code; or

(c) by any other applicable federal, state or local laws.

10. Dissolution. Upon the dissolution or winding up of the Corporation, the Board of Directors shall, after paying or making provision for payment of all the liabilities of the Corporation, dispose of all of the assets of the Corporation exclusively for one (1) or more of the purposes of the Corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall, at the time, qualify as an exempt organization or organizations under § 501(c)(3) of the Code as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Chancery Court of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, as the court shall determine, which are organized and operated exclusively for such purposes.

11. Immunity from Suit. No director of the Corporation shall incur any personal liability to the Corporation for monetary damages for any breach of his or her fiduciary duty as a director, provided, however, that this provision shall not eliminate or limit the liability of a director:

(a) for any breach of the director’s duty of loyalty to the Corporation; and

(b) for acts or omissions not in good faith or which involve intentional misconduct or

a knowing violation of law; or

(c) for any unlawful distribution under Tenn. Code Ann. § 48-58-304.

12. Indemnification. Any director or officer shall be entitled to indemnification or to advancement of expenses incurred by him or her in connection with any proceeding to which he or she is a party because he or she is or was a director or an officer of the Corporation arising out of his or her status as a director or officer; provided, however, that no indemnification may be made to or on behalf of any director or officer if a judgment or other final adjudication adverse to the director or officer establishes his or her liability:

(a) for any breach of the duty of loyalty to the Corporation

(b) for acts or omissions not in good faith or which involve intentional misconduct

or a knowing violation of law: or

(c) for any unlawful distribution under Tenn. Code Ann. § 48-58-304.

It is intended that these provisions provide for indemnification and advancement of expenses of the director and officers to the fullest extent permitted by law.

13. Distributions. The Corporation shall distribute its income for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by § 4942 of the Code or corresponding provisions of any subsequent federal tax laws.

14. Self-Dealing. The Corporation shall not engage in any act of self-dealing as defined in § 4941(d) of the Code which would give rise to any liability for, or corresponding provisions of, any subsequent federal tax laws.

15. Excess Business Holdings. The Corporation shall not retain any excess business holdings as defined in § 4943 (c) of the Code or corresponding provisions of any subsequent federal tax laws.

16. Taxable Expenditures. The Corporation shall not make any taxable expenditures as defined in § 4945(d) of the Code or corresponding provisions of any subsequent federal tax laws.

17. Investments. The Corporation shall not make any investments in such manner as to subject it to tax under § 4944 of the Code or corresponding provisions of any subsequent federal tax laws.

18. Amendments. The provisions of the Charter are subject to amendment as provided under the laws of the State of Tennessee; provided that no provision shall be changed, modified, or repealed in such manner as to be inconsistent with the objects and purposes for which this Corporation is formed.

19. References to Internal Revenue Code. All general or specific references herein made to the Internal Revenue Code shall be deemed to refer to the Internal Revenue Code of 1986, as now in force or later amended, or the corresponding provisions of any future United States Internal Revenue law. Similarly, any general or specific references to the laws of the State of Tennessee shall be deemed to refer to the laws of the State of Tennessee as now in force or hereinafter amended.

DATED this 18th day of October, 2002.

_______________________________________

Donald C. Wood, Incorporator

Working for Fair, Equitable, and Competitive Benefits

for

13,000 Former K-25, Y-12, and ORNL Employees

Coalition of Oak Ridge Retired Employees P.O. Box 4266, Oak Ridge, Tennessee  37831-4366

Questions and comments may be sent to CORRE President