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

Name and Identification. The name of this organization shall be COALITION OF OAK RIDGE RETIRED EMPLOYEES, INC. (the "Corporation").

Principal Office. The principal office of this Corporation shall be located in the State of Tennessee at 107 Antioch Drive, Oak Ridge, Tennessee, or such other localities as may be determined from time to time by the Board of Directors.

The signature of the President of this Corporation, duly attested to by the Secretary, shall be used in lieu of a seal.

The Corporation will not engage in any transaction or do or permit any act or omit any act which will operate to deprive it of its tax-exempt status under Section 501(c)(5) of the Code.

ARTICLE IV — BOARD OF DIRECTORS

Authority. The business, property, and affairs of the Corporation shall be managed and controlled by its Board of Directors, and such Board may exercise all powers of the Corporation and do such lawful acts and things as are permitted by statute, by the Charter or by these Bylaws. The Board of Directors has the power to delegate any of the powers of the Board to any committee, officer, or agent.

Number and Qualifications. The affairs and business of the Corporation will be managed by its Board of Directors, not to exceed twenty-two (22) in number, who shall be nominated and elected as follows:

Seven (7) Directors will consist of the following officers: President, First Vice President, Second Vice President, Secretary, Treasurer, Communications Director, and Immediate Past President. The same person may, if willing and qualified, serve as Secretary and as Treasurer. These officers shall also serve as the Executive Committee of the Board, and be responsible for performing certain administrative duties for the Board.

Other Directors will consist of at least eight (8) but no more than fifteen (15) Active Members who have the expertise, contacts, and skills necessary to help achieve the goals of CORRE. These Directors shall be nominated by the nominating committee and elected at the Annual Membership Meeting of CORRE, as set forth in Article V.B hereof.

Terms of Office. Beginning January 1, 2002, each Director (except the Immediate Past President) shall be elected for a term of two (2) years. No Board Member shall serve more than three (3) consecutive terms.

Advisory Committee. There may be an advisory committee (consultants), which shall serve at the pleasure of the Board. The President, with the concurrence of the Board, shall make appointments to this committee. Persons with special expertise, skills, and/or contacts may consult with the Board, advise and make recommendations, but shall not be required to regularly attend meetings of the Board and shall not be voting members of the Board. The Board of Directors may at any time remove any advisory or other committee member as it shall deem necessary.

Quorum. A majority of the Board of Directors shall constitute a quorum, and may conduct all of the business which the Board is empowered to conduct, subject to a minimum quorum at all times of fifty-one percent (51%) of the Board of Directors.

Meetings. Meetings of the Board of Directors shall be held at a date, place, and time to be determined by the Executive Committee of the Board of Directors. Special meetings of the Board of Directors may be called by the President or by a majority of the Executive Committee. The Secretary, or his/her designee, shall be responsible for notifying the Board Members of all regular meetings at least seven (7) calendar days in advance of such meetings. Written or printed notice shall be delivered by electronic mail or first class mall to each Director.

Minutes. The board of Directors shall keep a record of each proceeding, which shall be verified by the signature of the Secretary of the meeting. The Board of Directors will also cause regular and correct books of accounts to be kept for the Corporation.

Voting.

Each Director shall have one (1) vote at meetings of the Board of Directors.

A Director who is present at a meeting of the Board of Directors when corporate action is taken shall be deemed to have assented to the action taken unless:

The Director objects at the beginning of the meeting (or promptly upon the Director’s arrival) to holding it or transacting business at the meeting;

The Director’s dissent or abstention from the action taken is entered in the minutes of the meeting; or

The Director delivers written notice of the Director’s dissent or abstention to the presiding officer of the meeting before its adjournment or to the Corporation immediately after adjournment of the meeting. The right of dissent or abstention shall not be available to a Director who votes in favor of the action taken.

Vacancies. Whenever any Director vacancy shall occur, whether by reason of death, resignation, removal or otherwise, the same may be filled by the Board of Directors of CORRE. The person so chosen shall be an Active Member and succeed to the vacated Board position, and shall serve the balance of the unexpired term. Service of the unexpired term shall not be considered when applying the limitation set forth for Directors under Article IV.C.

Compensation. Directors will not receive any compensation for their services rendered to or on behalf of the Corporation as Directors, but by resolution of the Board of Directors, may be reimbursed reasonable expenses incurred in furtherance of the business of the Corporation.

Action by Written Consent. Any action required or permitted to be taken at any meeting of the Board of Directors or any Committee designated by the Board of Directors may be taken without a meeting, if a consent in writing setting forth the action to be taken will be signed (or original or facsimile signature) by all members of the Board of Directors or of the Committee, and the consent will have the same force and effect as the unanimous vote at a meeting of the Board of Directors.

Duties of Directors. The Board of Directors will have the control and general management of the affairs and business of the Corporation. Such Directors will in all cases act as a Board, regularly convened, by a majority (unless otherwise specified), and they may adopt such rules and regulations for the conduct of their meetings and the management of the Corporation, as they may deem proper, not inconsistent with these Bylaws, the laws of the State of Tennessee, and the stated purpose of this Corporation to qualify under Code Section 501(c)(5). The general duties and responsibilities of the Board of Directors will be:

To coordinate, manage, and control the financial and administrative affairs of the Corporation;

To provide control of expenditures;

To regularly review the corporation’s Bylaws and advise the Board of Directors of CORRE regarding suggestions for revisions, if any; and

To avoid conflict of interest.

Other Committees. Other committees not having and exercising the authority of the Board of Directors may be designated by a resolution adopted by a majority of the Directors present at a meeting at which a quorum is present. Except as may be otherwise provided in such resolution, the President of the Corporation will appoint the members thereof, and each such committee will have at least one (1) member who is either a Director or officer of the Corporation. Any member thereof may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interest of the Corporation will be served by such removal.

ARTICLE V — MEMBERSHIP

Classes. There shall be two classes of Membership.

General Members shall be retirees and others receiving pension benefits from the pension fund of the U. S. Department of Energy (DOE) contractor-managed facilities — Oak Ridge National Laboratory (ORNL), Oak Ridge Gaseous Diffusion Plant (K-25), Oak Ridge Y-12 Plant (Y-12) — at Oak Ridge, Tennessee.

Active Members shall be any general members who support the purpose of CORRE, and who have at some time contributed twenty dollars ($20.00) to the support of its work.

Annual Membership Meeting. There shall be at least one meeting of the Members each calendar year for the purpose of electing officers of CORRE and Directors to the Board of the Corporation. The Annual Membership Meeting shall be held at such time and place as specified in a notice published no less than one week prior to the meeting. Notice to Members of CORRE’s Annual Membership Meeting shall be given via the CORRE Website, the ORNL and Y-12 Retiree Newsletters, Minutes of CORRE Board Meetings, and newspapers.

Special Membership Meetings. Special meetings of the Active Members may be called by a simple majority of the Executive Committee, and shall be held at such time and place as specified in a notice, as set forth in Article V.B hereof, published no less than one week prior to the meetings. Each Active Member present at a meeting shall have one (1) vote. There shall be no proxy votes. Issues shall be decided by simple majority vote of the Active Members present.

Nominating Committee. The Nominating Committee shall consist of not more than seven Active Members. The Nominating Committee and its chair shall be proposed by the President and approved by the Board at the July meeting of the Board of Directors. The Nominating Committee shall propose the slate of Officers and other Board members to be voted on at the annual meeting of Members. In proposing a slate, the Nominating Committee will endeavor to enlist persons who have the expertise, contacts, and skills needed to achieve the CORRE purpose stated herein.

The report of the Nominating Committee shall be communicated to the Members at least two weeks prior to the Annual Meeting of Members. Additional nominations may be made from the floor at the annual meeting with the consent of the nominee.

ARTICLE VI — POWER AND DUTIES OF OFFICERS

Officers of CORRE. The officers of the Corporation shall be a President, First Vice President, Second Vice President, Secretary, Treasurer, Communications Director, and Immediate Past President. All officers (except the Immediate Past President) shall be elected at the Annual Membership Meeting.

President. The President shall preside at all meetings of the Active Membership, the Board of Directors, and the Executive Committee; and shall perform all duties incident to the office of President, including: call all meetings as provided by these Bylaws, act as ex-officio member of all committees; and serve as CORRE’s official representative in discussions with the pension fund corporate management, with the Department of Energy, and with all other interested parties.

Vice Presidents. The Vice Presidents shall assist the President with administrative matters. The First Vice President shall assume the duties and powers of the President in his/her absence or disability, with the Second Vice President assuming that role if the First is not available.

Secretary. The Secretary shall keep an accurate record of all meetings of the Board of Directors, the Executive Committee, and the membership, including attendance at those meetings. The Secretary shall carry out the normal duties of the office, including sending or publishing notices of all meetings of the Board of Directors, the Executive Committee, and the CORRE active membership; send correspondence as directed by the President; and perform all other duties incident to the office.

Treasurer. The Treasurer shall be responsible for the receipt and disbursement of all funds, and shall establish and maintain CORRE’s books of account and also the official list of Active Members in good standing. Reports of the accounts shall be presented at all regular meetings of the Board of Directors and at the CORRE Annual Meeting. The Treasurer’s accounts shall be audited, pursuant to Tennessee statutory requirements, at the end of each calendar year by an auditor appointed by the President, and a report filed with the Board of Directors.

Communications Director. The Communications Director shall be responsible for preparing press releases, for contacts with the media, and for the CORRE Web site.

Removal of Directors. Any Director may be removed from office, whenever, in the judgment of the Board of Directors, the best interest of the Corporation will be served thereby. Failure of a Director to attend at least a majority of Board meetings shall be a cause for removal. Election or appointment of a Director shall not of itself create any contract rights. Any vacancy which may occur in any office shall be filled by the Board of Directors. Any Director, officer, or agent, elected or appointed by the Board of Directors, may resign by filing with the President or with the Chairperson of the Board of Directors a written resignation, which shall take effect on being so filed or at the time specified therein.

ARTICLE VII — CONTRACTS, GIFTS, BOOKS, AND RECORDS

Contracts, Checks, and Other Instruments. The Board of Directors may authorize any officer or officers or such other persons as shall be designated by the Board, in the name of, or on behalf of the Corporation, to enter into any contract or to execute and deliver any instrument, or to sign checks, drafts, endorsements, notes or other evidences of indebtedness of the Corporation, and such authority may be general or confined to specific instances; and unless so authorized by the Board or these Bylaws, no officer or other person shall have power or authority to bind the Corporation by any contract or engagements or to render it pecuniarily libel for any purpose or for any amount. The Board of Directors shall have discretion to reject any grant, gift or bequest, the conditions of which might conflict with or jeopardize the Corporation’s non-profit status. The Board shall have final authority over the making of all grants and all other charitable expenditures, and nothing in this Article VII shall constitute any restriction or limitation of any powers of the Board conferred by applicable law or by these Bylaws.

Gifts. The Board of Directors of the corporation may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Corporation.

Books and Records. The Corporation will keep correct and complete books and records of account, and will also keep minutes of proceedings of the Board of Directors and will keep at the registered or principal office of record of the Corporation the names and addresses of the directors entitled to vote.

This Corporation’s initial year shall begin on the date of its incorporation and end on December 31 of the year of its incorporation. Thereafter, said calendar year for the Corporation shall begin on January 1 and end on December 31 of each successive year.

The Corporation may affiliate with other organizations so long as the purpose of such affiliation is approved by the Board of Directors of CORRE, and is consistent with the objectives of the Corporation as a supporting organization of CORRE.

ARTICLE XI — NON-PROFIT, TAX-EXEMPT STATUS

Compliance. The Corporation shall not possess or exercise any power or authority, either expressly, by interpretation, or by operation of law, that will or might prevent it at any time from qualifying, and continuing to qualify, as a corporation described in section 501(a) of the Code, contributions to which are deductible for federal income tax purposes; nor shall it engage directly or indirectly in any activity which might cause the loss of such qualification.

Asset Restriction. No part of the assets or net earnings of the Corporation shall ever be used, nor shall the Corporation ever be organized or operated, for purposes that are not exclusively compatible within the meaning of section 501(c)(5) of the Code.

Operational Limits. The Corporation shall never be operated for the primary purpose of carrying on a trade or business for profit.

Political Limitation. No substantial part of the activities of the corporation shall consist of carrying on propaganda or otherwise attempting to influence legislation; nor shall it participate or intervene in any manner, or to any extent, in any political campaign on behalf of any candidate for public office, whether by publishing or distributing statements, or otherwise.

Distribution Limitation. No compensation, loan, or other payment shall be paid or made to any officer, board member, creator, or organizer of this Corporation, or substantial contributor to it, except as reasonable compensation for services rendered and/or as a reasonable allowance for authorized expenditures incurred on behalf of the Corporation; and no part of the assets or net earnings, current or accumulated, of the Corporation shall ever be distributed to or divided among such persons, or inure, be used for, accrue to or benefit any such person or private individual (pursuant to the prohibition contained in section 501(c)(5) of the Code).

Solicitation Limitation. No solicitation of contributions to the Corporation shall be made, and no gift, bequest, or devise to the Corporation shall be accepted, upon any condition or limitation which, in the opinion of the corporation, may cause the corporation to lose its federal income tax Law exemption.

Liquidating Distribution. 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 the Internal Revenue 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.