Bylaws of Class 4 Winds, Inc.

ARTICLE I: NAME, LOCATION AND OFFICES
1.01 Name. The name of this Corporation is Class 4 Winds, Inc.

1.02 Principal Office. The principal office of the Corporation is located in Amarillo, Texas, with the initial registered office of the Corporation being 500 S. Taylor Street, Suite 1200, LB 233, Amarillo, Texas 79101. For the purpose of these Bylaws, any reference to the "principal office" of the Corporation shall be deemed to refer to such location as may be determined by the Board of Directors and set forth in a resolution duly adopted. The Corporation may have such other offices, either within or outside the State of Texas, as the business of the Corporation may require and the Board of Directors may determine.

ARTICLE 2: MEMBERS
2.01 Classes of Members. The Corporation will have multiple levels of membership as determined by the Board of Directors. Membership in the Corporation is not transferable or assignable. A member has no interest in specific property of the Corporation, and each member waives the right to require partition of all or part of the Corporation's property.

2.02 Admitting Members. The Board of Directors may adopt and amend application procedures and qualifications for membership in the Corporation. Payment of all required fees or dues and an affirmative vote of the majority of the Directors present and voting is required for admitting any applicant who meets the membership qualifications then in effect. A member may renew membership by paying all required fees and dues.

2.03 Membership Fees and Dues. The Board of Directors may set and change the amount of a membership fee, if any, and the annual dues payable to the Corporation by members. Dues are payable in the manner specified by the Board of Directors.

2.04 Certificates of Membership. The Board may provide for issuing certificates evidencing membership in the Corporation. When a member is admitted and has paid any required fees and dues, the Corporation may issue a membership certificate to the member. Such certificates, if any, will be signed by the appropriate officers. Membership certificates will be numbered consecutively. If a certificate is lost, mutilated, or destroyed, a new one may be issued.

2.05 Voting Rights. Each member is entitled to one vote on each matter submitted to a vote of the members.

2.08 Resignation. Any member may resign from the Corporation by submitting a written resignation to the Secretary. The resignation need not be accepted by the Corporation to be effective. A member's resignation will not relieve him or her or it of any obligations to pay any dues, assessments, or other charges that had accrued and/or unpaid before the effective date of the resignation.

ARTICLE I: NO SEAL
3.01 Seal. No corporate seal shall be required.

ARTICLE IV: BUSINESS OF THE CORPORATION
4.01 Purposes. The purpose or purposes for which the Corporation is organized are as follows:

  1. The Corporation is organized for charitable, religious, scientific, literary, or educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 (the "Code"), and the Texas Tax Code, Section 11.18. In particular the Corporation shall promote the development of the wind industry in the Texas Panhandle and surrounding area, including without limitation providing communications and outreach to local/regional people and groups, promoting the Corporation to serve a synergistic role in the development of wind energy in the region, and serving as a point of contact and resource for educational information; and
  2. At all times and within such purposes, to operate exclusively for charitable, educational and scientific purposes, within the meaning of Section 501(c)(3) of the Internal Revenue Code (the "Code") and the Texas Tax Code, Section 11.18.

4.02 Powers, Duties and Restrictions.

  1. The Corporation shall possess all corporate powers provided by the Texas Non-Profit Corporation Act and shall be entitled to engage in any legitimate pursuit not in contravention of the laws of the State of Texas and permitted corporations exempt from tax under Section 501(c)(3) of the Code.
  2. The Board of Directors shall have the authority to accept or reject property offered to the Corporation as gifts or donations.
  3. To the extent practicable and consistent with the purpose of the Corporation, all gifts accepted by the Corporation shall be used only in accordance with any directions, restrictions or designations from the donor which accompany the gift.
  4. Unless otherwise required by the provisions of the preceding subparagraph 3.02.C., income produced by each property held by the Corporation, or a reasonable percentage per year of the fair market value of a property held by the Corporation in lieu of income, both as determined by the Board of Directors, shall be distributable by the Corporation in furtherance of its purposes.

ARTICLE V: BOARD OF DIRECTORS
5.01 Powers and Duties. The business and affairs of the Corporation shall be managed by its Board of Directors. The Board of Directors may adopt such rules and regulations for the conduct of their meetings and management of the business and affairs of the Corporation as they may deem proper, not inconsistent with the laws of the State of Texas, the Articles of Incorporation of this Corporation or these Bylaws. The Board of Directors shall adopt policies which are in accordance with the purposes of the Corporation for the management and investment of all properties held by the Corporation and for the granting of funds available for distribution, and shall see to the execution of such policies.

5.02 Election, Number and Qualification. The number of Directors of the Corporation shall be no less than three (3) nor more than thirty-five (35). Directors shall be elected at the annual meeting for a term of three (3) years with positions being staggered with approximately one-third (1/3) of the Directors being elected each year. No decrease in the number of Directors shall have the effect of shortening the term of any incumbent director. The University Research Alliance Director for West Texas A&M University shall at all times occupy one of the seats as a member of the Board of Directors and shall not be subject to being elected.

5.03 Annual Meeting. The annual meeting of the Board of Directors of the Corporation shall be held each year, beginning with the year 2009, for the purpose of electing the officers of the Corporation and for the transaction of such other business as may come before the meeting. The Board of Directors may provide, by resolution, the time and place, either within or outside the State of Texas, for the holding of additional regular meetings without other notice than such resolutions.

5.04 Special Meetings. Special meetings of the Board of Directors may be called at the request of the Chair or any two (2) Directors. The Chair may fix any place, either within or outside the State of Texas, as the place for holding any special meeting of the board of Directors called.

5.05 Telephonic Meetings. The Directors and any committee of the Corporation may attend any meeting by telephone conference-call procedures or other electronic means of communication allowing interaction and participation in the meeting.

5.06 Notice. Notice of the annual or any special meeting shall be given at least ten (10) days prior thereto by written notice, facsimile, or email, delivered personally or mailed to each Director at his or her business address. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If notice be given by facsimile or email, such notice shall be deemed to be delivered when the transmission is received by the Director. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular meeting or special meeting of the Board of Directors need be specified in the notice or waiver notice of such meeting.

5.07 Quorum. A simple majority of the Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, provided, that if less than a majority of such number of Directors are present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.

5.08 Manner of Acting. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. There shall be no voting by proxy.

5.09 Informal Action by Directors. Unless specifically prohibited by the Articles of Incorporation or these Bylaws, any action required to be taken at a meeting of the Board of Directors, or any other action which may be taken at such a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by a sufficient number of Directors as would be necessary to take that action at a meeting at which all of the Directors entitled to vote with respect to the subject matter thereof were present and voted. Any such consent signed by the Directors shall have the same effect as a unanimous vote at a meeting, and may be stated as such in any document filed.

5.10 Vacancies. Any vacancy occurring in the Board of Directors by reason of the resignation, removal or death of a Director shall be filled by majority vote of the remaining Board of Directors. A Director so elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.

5.11 Compensation. The Directors shall not receive any stated salaries or other compensation for services rendered to the Corporation in their capacity as Directors, but nothing herein shall be construed to preclude any Director from being reimbursed for documented expenses and serving the Corporation in any other capacity and receiving compensation for such service.

5.12 Presumption of Assent. A Director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be conclusively presumed to have assented to the action taken unless his or her dissent shall be entered in the minutes of the meeting or unless he or she shall file his or her written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.

5.13 Term. At the first annual meeting and at each annual meeting thereafter, the holders of members entitled to vote in the election of directors shall elect directors to hold office as provided in Section 5.02.

5.14 Removal of Directors. Any Director may be removed by vote of not less than 60% of the members of the Board of Directors, with or without cause, whenever in its judgment the best interests of the Corporation would be served thereby. Such removal shall be effective upon mailing of written notice of any action in this regard undertaken by the Board, to the Director to be removed.

ARTICLE VI: OFFICERS
6.01 Number. The officers of the Corporation shall be an Executive Director, a Chair, one or more Vice-Chairs (the number thereof to be determined by the Board of Directors), a Treasurer, and a Secretary, and such assistant treasurers, assistant secretaries or other officers as may be elected or appointed by the Board of Directors. Any two or more offices may be held by the same person, except the offices of Chair and Secretary.

6.02 Executive Director. The Board of Directors, or a committee at the direction of the Board of Directors, shall have authority to hire and fire an executive director of the Corporation, to establish the duties of this employee, and to determine the compensation of this employee. No applicant for the position of Executive Director may be submitted to the Board of Directors for approval and hiring unless such applicant has been approved by the University Research Alliance Director for West Texas A&M University.The Executive Director shall not be a member of the Board of Directors.

6.03 Election and Term of Office. The officers of the Corporation other than the executive director shall be elected annually by the Board of Directors from among the Directors of the Corporation at the annual meeting of the Board of Directors. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Vacancies may be filled or new offices filled at any meeting of the Board of Directors. Each officer shall hold office until his or her successor shall have been duly elected and shall have qualified or until his or her death or until he or she shall resign or shall have been removed in the manner hereinafter set forth for that purpose. Election or appointment of an officer or agent shall not of itself create contract rights.

6.04 Removal. Any officer or agent elected or appointed by the Board of Directors may be removed, with or without cause, by vote of not less than 60% of the entire Board of Directors whenever in its judgment the best interests of the Corporation would be served thereby.

6.05 Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise shall be filled by the Board of Directors for the unexpired portion of the term.

6.06 Chair. The Chair shall call and preside over meetings of the Board of Directors and shall exercise such powers as may be delegated to him or her by the Board of Directors and shall in general supervise and control all of the business and affairs of the Corporation. He or she may sign, with the Secretary or any other proper officer of the Corporation thereunto authorized by the Board of Directors, any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of Chair of the Board of Directors and such other duties as may be prescribed by the Board of Directors from time to time.

6.07 Vice-Chair. In the absence of the Chair or in the event of his or her inability or refusal to act, the Vice-Chair (in the event there be more than one vice-Chair, the vice-chairs in the order designated, or in the absence of any designation, then in the order of their election) shall perform the duties of the Chair, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chair. Any vice-Chair may sign, with the Secretary or any assistant secretary; and shall perform such other duties as from time to time may be assigned to him or her by the Chair or by the Board of Directors.

6.08 Treasurer. The Treasurer shall:

  1. Have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article VI of these Bylaws; and
  2. In general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the Chair or by the Board of Directors.

6.09 Secretary. The Secretary shall:

  1. Keep the minutes of the meetings of the Board of Directors in one or more books provided for that purpose;
  2. See that all notices are duly given in accordance with the provisions of these Bylaws, or as required by law;
  3. Be custodian of the Corporation records; and
  4. In general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the Chair or by the Board of Directors.

6.10 Salaries. The officers of the Corporation other than the executive director shall not receive a salary or other compensation by reason of their service on behalf of the Corporation.

ARTICLE VII: CONTRACTS, LOANS, CHECKS AND DEPOSITS
7.01 Contracts. Any contract which is executed on behalf of the Corporation shall first be authorized by the Board of Directors and shall be signed by the Chair of the Corporation. The Board of Directors may authorize by resolution any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument which is in the ordinary course of business in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

7.02 Loans. No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

7.03 Checks and Drafts. All payments from corporate funds in excess of $500.00 shall be made by check to be signed by two officers of the Corporation.

7.04 Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.

ARTICLE VIII: COMMITTEES
8.01 Membership. The Board of Directors, by resolution adopted by it at a regularly scheduled meeting, may designate one (1) or more committees, each of which shall have and may exercise all of the authority delegated to it by the Board in such resolution. Each committee so designated shall consist of three (3) or more persons, a majority of whom are Directors of the Corporation. The remaining members of the committee need not be Directors. The designation of such committees and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed upon it by law.

8.02 Creation of Other Committees. The Board of Directors may also create other committees not having and exercising any delegated authority of the Board in the management of the Corporation. In this case, membership on such committees may, but need not be limited to Directors, however, at least one Director shall serve on each committee.

8.03 Term of Office. Each member of a committee shall continue as such until the next annual meeting of the Directors of the Corporation and until his or her successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.

8.04 Chair. One member of each committee shall be appointed chair by the person or persons authorized to appoint the members thereof.

8.05 Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.

8.06 Quorum. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

8.07 Rules. Each committee may adopt rules for its own governance not inconsistent with these Bylaws or with rules adopted by the Board of Directors.

ARTICLE IX: INDEMNIFICATION OF DIRECTORS AND OFFICERS
9.01 Right to Indemnification. The Corporation shall indemnify any person who was, is, or is threatened to be named defendant or respondent in a proceeding, whether civil, criminal, administrative, arbitrative, or investigative, including all appeals, by reason of the fact that the person is or was a Director, officer, employee, or agent of the Corporation. Indemnification shall be against all reasonable expenses, including without limitation, attorneys’ fees, court costs, expert witness fees, judgments, decrees, fines, penalties, and reasonable expenses actually incurred by the person in connection with the proceeding, except that if the person is found liable to the corporation or is found liable to the Corporation or is found liable on the basis that he or she improperly received personal benefit, indemnification shall be limited to reasonable expenses actually incurred by the person in connection with the proceeding, and shall not be made in respect of any proceeding in which the person shall have been found liable for willful or intentional misconduct in the performance of his or her duty to the Corporation.

9.02 Limitations on Indemnification.

  1. No indemnification shall be made for obligations resulting from a proceeding in which the person is found liable on the basis that personal benefit was improperly received by him or her, or from a proceeding in which the person is found liable to the Corporation.
  2. Indemnification under this Bylaw shall be available only after a determination has been made that the person acted in good faith and:
    1. In the case of conduct in an official capacity, reasonably believed his or her conduct to be in the best interests of the Corporation, or
    2. In all other cases, reasonably believed his or her conduct to be at least not opposed to the best interests of the Corporation.

    The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or on a plea of nolo contendere or its equivalent, shall not of itself be determinative that the person failed to act in accordance with these requirements. A person shall be deemed to have been found liable in respect of any claim, issue, or matter only after the person shall have been so adjudged by a court of competent jurisdiction after exhaustion of all appeals from the judgment.

  3. The determination of indemnification required by Paragraph (B) above, must be made:
    1. By majority vote a quorum of directors not named as defendants or respondent in the proceeding; or
    2. If such a quorum cannot be obtained, by a majority vote of a committee of the Board of Directors, designated by majority vote of all Directors, consisting of two or more Directors not named defendants or respondents in the proceeding; or
    3. By special legal counsel selected by the Board of Directors or by a committee of the Board by vote as set forth in Subparagraphs (1) or (2) above, or if such a quorum cannot be obtained and such a committee cannot be established, by a majority vote of all Directors.

    Authorization of indemnification and determination of reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination that indemnification is permissible is made by special legal counsel, authorization of indemnification and determination of reasonableness of expenses shall be made in the manner specified in subparagraph (3) above, for the selection of special legal counsel.

9.03 Indemnity for Successful Defense. In spite of any limitations set forth in Paragraphs 9.01 and 9.02, above, to the extent that any person has been wholly successful on the merits or otherwise in defense of any proceeding referred to in those paragraphs, that person shall be indemnified against all reasonable expenses incurred by him or her, including without limitation, attorneys’ fees, court costs, and expert witness fees.

9.04 Advancement of Expenses. Reasonable expenses incurred by a Director, officer, employee, or agent of the Corporation who was, is, or is threatened to be made a named defendant or respondent in an action, suit, or proceeding may be paid or reimbursed by the Corporation in advance of the final disposition as authorized by the Board of Directors. Before authorizing the advance, the Board of Directors must determine that under the facts then known, indemnification would not be precluded under these Bylaws. In addition, the Board must receive:

  1. A written affirmation by the Director, officer, employee, or agent involved of that person’s good faith belief that he or she had met the standard of conduct necessary under these bylaws for indemnification; and
  2. A written undertaking by or on behalf of the Director, officer, or employee involved to repay the expenses if it is ultimately determined that he or she had not met the standard of conduct necessary under these Bylaws for indemnification.

9.05 Indemnification Not Exclusive. The indemnification provided by this Article shall not be deemed to be exclusive of any other rights to which any person indemnified may be entitled under any regulation, agreement, vote of the disinterested Directors or otherwise. The indemnification provided by this Article shall not be deemed exclusive of any other power to indemnify or right to indemnification that the Corporation or any person referred to in this Article may have or acquire under the laws of the state of Texas. Indemnification shall continue and inure to the benefit of the heirs, executors, and administrators of any person entitled to indemnification under this Article.

9.06 Insurance. The Corporation may purchase and maintain insurance or another arrangement on behalf of any person who is or was a Director, officer, employee, or designated agent of the Corporation or who is or was serving at the request of the Corporation as a Director, officer, partner, venturer, proprietor, employee, agent, or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise, against any liability asserted against and incurred by that person in his or her status as such, whether or not the Corporation would have the power to indemnify him or her under the provisions of this Article. If the insurance or other arrangement is with a person or entity that is not regularly engaged in the business of insurance coverage, the insurance or arrangement may provide for payment of a liability with respect to which the Corporation would not have the power to indemnify the person only if including coverage for the additional liability has been approved by the Directors. Without limiting the Corporation’s power to procure or maintain any kind of insurance of other arrangement, the Corporation, for the benefit of persons it has indemnified, may (1) create a trust fund; (2) establish any form of self-insurance; (3) secure its indemnity obligation by grant of a security interest or other lien on the Corporation’s assets; or (4) establish a letter of credit, guaranty, or surety arrangement. The insurance or other arrangement may be procured, maintained, or established within the Corporation or with any insurer or other person deemed appropriate by the Board of Directors regardless of whether all or part of the stock or other securities of the insurer other person are owned in whole or in part by the Corporation. In the absence of fraud, the judgment of the Board of Directors as to the terms and conditions of the insurance or other arrangements and the identity of the insurer or other person participating in an arrangement shall be conclusive, and the insurance or arrangement shall not be voidable and shall not subject the Directors approving the insurance or arrangement to liability, on any ground, regardless of whether Directors participating in the approval are beneficiaries of the insurance or arrangement.

ARTICLE X: FISCAL YEAR
10.01 Fiscal Year. The fiscal year of the Corporation shall end on the last day of each calendar year.

ARTICLE XI: AMENDMENTS
11.01 Amendments. These Bylaws may be altered, amended or repealed and new Bylaws adopted at any meeting of the Directors of the Corporation by a majority vote of the Directors present at the meeting; provided, however, that in the case of a special meeting, notice of the proposed changes shall have been given in the notice of such special meeting.

DATED this 26th day of February, 2008.

I, Gary Pitner, Secretary of the said Corporation, do hereby certify that the foregoing is a true and correct copy of the Bylaws of the Corporation duly adopted by the Board of Directors as of the date so stated.