SEC BYLAWS
BYLAWS OF THE SUBBITUMINOUS ENERGY COALITION
September 5, 2003

Section 1.01. Name. The name of the Corporation is Subbituminous Energy Coalition (hereinafter referred to as “SEC”).

Section 1.02. Offices. The principal office of SEC in the State of Wyoming shall be located at 365 N. 9th Street, Laramie, Wyoming. SEC may have such other offices, either within or outside the State of Wyoming, as the Officers of SEC may designate or as the business of SEC may require from time to time.

ARTICLE II: MEMBERSHIP

Section 2.01. Members. Membership in SEC is open to persons or entities from the utility industry, coal industry, or railroad industry that are involved in subbituminous energy generation, production or transportation or who are persons or entities from non-profit organizations that provide support services to the subbituminous energy industry who wish to support the purposes and objectives of SEC. Persons or entities that wish to become a Member shall submit an application for membership; each application for Membership shall be subject to a majority vote of the existing Membership. Groups of individuals, in attendance at a meeting of SEC, representing a single Member entity shall be entitled to vote only as a single Member of the quorum.

Complimentary memberships may be extended by the Officers of SEC to persons or entities whose work supports the SEC Mission Statement. Such entities include, but are not limited to local, state and federal agencies and other non-profit groups whose interests are directly related to SEC interests.

Section 2.02. Affiliates. Persons or entities who wish to support or to participate in SEC, but who are not eligible for membership may become Affiliates of SEC. Interested persons or entities shall submit an application for Affiliate status. Each application for Affiliate status shall be subject to a majority vote of the existing Membership. Affiliates may participate in meetings, serve on working groups and receive information and communications.

Section 2.03. Dues. Each Member and Affiliate shall pay such annual dues to SEC as are established by the Membership from time to time. Each Member and Affiliate shall pay the established amount of dues, except that government entities and educational institutions shall pay no dues.

Section 2.04. Compensation of Members. No Member shall be compensated on the basis of membership in SEC or the board of directors.

Section 2.05. Meetings. SEC shall hold no less than one meeting per year. If more than one meeting is held, the fall meeting shall be the annual meeting, for the purposes of electing officers, determining annual dues and transacting such other business as may come before the meeting. Each Member shall be entitled to one vote.

Section 2.06. Place of Meeting. The Officers of SEC may designate any place, either within or outside the State of Wyoming, as the place of meeting for any meeting. If no designation is made the place of meeting shall be the principal office of SEC.

Section 2.07. Notice of Meetings. Written or printed notice stating the place, day and hour of a meeting shall be delivered not less than ten or more than fifty days before the date of meeting, either personally or by mail, to each Member of SEC.

Section 2.08. Alternative Participation in Meetings. Members may participate in a meeting through the use of conference telephone, videoconference equipment or similar communication equipment, so long as all Members participating in such meeting can hear one another. Participation in a meeting pursuant to this section constitutes presence in person at such a meeting for purposes of meeting the quorum requirements set forth in Section 2.09 and for any other purposes under these Bylaws.

Section 2.09. Quorum. Fifty percent of the Members and Complimentary Members of SEC, and including at least one Officer of SEC, represented in person or by proxy, shall constitute a quorum at a meeting of the Members. If less than a quorum of the Members and Complimentary Members is represented at a meeting, a majority of the Members and Complimentary Members so represented may adjourn the meeting from time to time without further notice.

Section 2.10. Voting. At all meetings of the Members and Complimentary Members of SEC, a Member and Complimentary Member shall be entitled to vote either in person or by proxy. Each Member and Complimentary Member who is entitled to vote shall be entitled to cast one vote on each matter submitted for vote. If a quorum is present, the affirmative vote of the majority of the Members and Complimentary Members represented at the meeting shall be an act of the Members and Complimentary Members .

Section 2.11. Working Groups. The Members of SEC may create working groups to address specific issues or topics. Each working group will be chaired by one Member, or any person approved by the Officers of SEC and will be comprised of interested Members appointed by the Chairperson of the working group, as well as any other individuals or groups the Chairperson of the working group deems necessary to participate.

Section 2.12. Work Product Protection. Any and all documents and work products developed by SEC or specific subcommittees or working groups of SEC remain the property of SEC if funded by the SEC as a whole or of the specific subcommittee or working group which funded the development of the document or work product. Any and all documents or work products may only be released to the public or other organizations outside of SEC upon approval of the SEC as a whole or by the subcommittee or working group, which funded said document or work product.

ARTICLE III: BOARD OF DIRECTORS and OFFICERS

Section 3.01. Power of the Board of Directors. The Board of Directors shall manage the budget, property, affairs and concerns of the SEC. Each Director shall hold office until a successor has been elected and installed.

The Board of Directors, through its Officers, shall have the power and authority to engage the services of administrators, consultants, attorneys, accountants, and employees and in addition thereto, shall have the following powers:

A) To make and enter contracts.
B) To employ agents and employees.

Section 3.02. Composition of the Board. The Board of Directors for the SEC shall be composed of seven (7) members serving without compensation. Four (4) members of the Board of Directors shall be elected by the general membership as Officers of SEC. Additionally, one (1) Board member will be elected by the general membership to represent each of the following sector entities: fuel providers, electric utilities, and government agencies. Directors representing the three sectors shall be elected in a separate election following election of Officers.

Section 3.03. Terms of Office. Each director shall hold office for a period not to exceed three (3) years. Each year, during the annual meeting, one (1) new Board member will be elected from one of the three sector entities on a rotating basis. (Initial terms of sector Directors shall be determined by a “short straw” election among the sector Directors.) Each year, during the annual meeting, Officers will be elected by the general membership on a rotating basis as detailed in Sections 3.05, 3.06 and 3.07 below.

Section 3.04. Officers of the Board. The Officers of SEC shall serve as officers of the Board of Directors and shall be designated as the Chairperson, the Vice Chairperson, the Secretary and the Treasurer. Duties and responsibilities of the Officers of SEC are as designated by SEC Board of Directors which may consist of managing day to day affairs of SEC: making and entering into contracts, employing agents and employees, and coordinating and conducting meetings and other duties as described in section 3.01.

Section 3.05. Chairperson and Vice Chairperson. The general membership for SEC shall elect the Chairperson to serve a one-year term and the Vice Chairperson to serve a one-year term. Upon expiration of the term of the Chairperson, the Vice Chairperson shall become the Chairperson to serve a one-year term. The Members shall then elect the Vice Chairperson.

Section 3.06. Secretary. The Secretary shall be elected in odd numbered years to serve a two-year term.

Section 3.07. Treasurer. The Treasurer shall be elected in even numbered years to serve a two-year term.

Section 3.08. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by appointment by the Chairperson of SEC until the next election at the annual meeting. Directors and Officers can be removed from office with following a 2/3 majority vote of the Board of Directors.

Section 3.09. Frequency of Meetings. The Board of Directors shall meet annually to consider and determine strategy, approve the annual budget, evaluate dues schedules, and conduct evaluations of personnel and process. At other times, the Chairperson or Vice Chairperson can call a meeting of the Board of Directors on 30 days advance notice. The Officers will meet as required to conduct SEC business as defined in Sections 3.01 and 3.04.

ARTICLE IV: MISCELLANEOUS PROVISIONS

Section 4.01. Incorporation. SEC shall operate as a Corporation under the laws of incorporation of the State of Wyoming.

Section 4.02. Fiscal Year. The fiscal year of SEC shall begin the first day of January in each year and end on the last day of December.

Section 4.03. Amendments. These Bylaws may be amended or repealed by a two-thirds vote of the Members of SEC at any meeting wherein written notice and copy of the proposed change or changes have been given in the notice of the meeting or at a preceding meeting.