functions of, and to carry out the purposes of the towns of Cutler, Machias, Machiasport and East
Machias (the "Towns") within the meaning of Section 509(a)(3) of the Code' This Corporation
shall be empowered to conduct any and all activities which fall within the corporate purposes of
the Towns; provided that, in all events this Corporation: (i) shall at all times be operated
exclusively for the above enumerated purposes; (ii) shall be operated in connection with the
Towns; and (iii) shall not be controlled directly or indirectly by one or more disqualified persons
(as defined in Section 4946 of the Internal Revenue Code to include substantial contributors)
other than foundation managers and other than one or more public charities described in Section
509(a)(l) or 509(a)(2) of the Code.

Within the limitations of the aforesaid purposes, the purposes of the Corporation shall include
(but not by way of limitation) the following purposes:

(a)      To encourage, stimulate and promote local economic development, expansion and
diversification within the (so called) "Machias Bay area" composed of the
geographic area of the Towns and neighboring municipalities adjacent to Machias
Bay in Washington County, Maine;

(b)     To improve and encourage economic development in the Machias Bay area by
promoting business growth that supports small communities and maintains
environmental integrity;

(c)     To foster, encourage and assist the settlement or resettlement of industrial,
manufacturing, fishing, agricultural, recreational and other business enterprises
within the State of Maine and function as a "local development corporation"
within the meaning of Title 5, Section 13081(6), M.R.S.A.; and

(d)     To lessen the burden of government by creating a larger tax base, combating
community deterioration, alleviating unemployment and promoting social welfare
for the benefit of all residents of the area served by the Corporation.

In furtherance hereof, but not by way of limitation, the Corporation shall be organized and
empowered to do everything necessary, proper, advisable or convenient for the accomplishment
of the foregoing purposes, and to do all other things incidental to them, or connected with them,
that are not forbidden by law, the Articles of Incorporation, or these Corporate Bylaws; provided,
however, that the Corporation shall not engage in any transaction, or do or permit any act or
omission, which shall operate to deprive it of its tax exempt status as a Corporation described in
Section 501(c)(3) of the Code.

2.2    Tax-Exempt Purpose: It is intended that the Corporation shall have the status of a
Corporation (i) which is exempt from Federal income taxation under Section 501(c)(3) of the
Code, (ii) contributions to which are deductible under Section 170(c)(2), 2055(a)(2) or
2522(a)(2) of the Code and (iii) which is "other than a private foundation" as defined in Section
509(a) of the Code. The Articles of Incorporation and these Corporate Bylaws shall be construed
accordingly and all powers and activities of the Corporation shall be limited accordingly. In this


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