Draft - 22 August 2005

MONONGAHELA RIVER RECREATION & COMMERCE COMMITTEE
CHARTER & BYLAWS
ARTICLE I - PURPOSE

The Monongahela River Recreation & Commerce Committee ("MRR&CC") promotes the conservation of the Monongahela River and provides counsel to the public and the business community in their pursuits for both economic development and recreational activities that utilize the Monongahela River.

ARTICLE II - MEETING
A - Meetings

The MRR&CC meets regularly on the second (2 nd ) Friday of each month for a discussion on the issues presented by the Agenda, which shall be provided to committee Members prior to the Meeting.

B - Special Meetings

Special meeting of the MRR&CC may be called at any time by a majority of the Members or by any Chairmen.

C - Notice of Meetings

Written notice of each meeting of the MRR&CC, whether monthly or special, stating the date, time and location of the Meeting, shall be served by mail or email, upon each Member prior to the Meeting.

D - Voting

Except as otherwise provided, any action by the MRR&CC, shall be authorized by a majority of votes cast at a meeting of the MRR&CC and each Member shall be entitled to one vote.

E - Proxy Voting

Any Member who will be absent from a meeting shall be entitled to vote of express consent or dissent by proxy. However, any Member who is absent without excuse will not be entitled to vote by proxy.

ARTICLE III - MEMBERSHIP

Regular attendance to MRR&CC Meetings is required of all Members. Any Member who misses three (3) consecutive Meetings without an excuse for each absence may be removed at any time by a majority vote of the Members at either a monthly or special meeting.

ARTICLE IV - CHAIRMAN

A - Election

Chairmen shall be elected by a majority of the votes cast at a Meeting of the Members.

B - Authority

Chairmen shall be responsible for preparing an Agenda, facilitating the Meetings, and management of Committee affairs.

C - Committees

The MRR&CC, by resolution adopted by a majority of the Members, may from time to time designate from among its Members a committee or subcommittee and each such committee shall serve at the pleasure of the MRR&CC.

ARTICLE V - AMENDMENTS

All by-laws of the MRR&CC shall be subject to alteration, amendment or repeal, and new by-laws may be made at any time, by a majority vote of the Members at a Special or Monthly Meeting.

The undersigned Members certify that the foregoing by-laws have been adopted as the first by-laws of the MRR&CC.