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5 <br /> Adopted by the 11NRBA Board of Directors Feb. 16,2011 <br /> II <br /> UPPER NEUSE RIVER BASIN ASSOCIATION,INC. BYLAWS <br /> ARTICLE I--IDENTITY <br /> These are the Bylaws of the Upper Neuse River Basin Association, Inc. ("Bylaws"), a North <br /> Carolina non-profit corporation hereinafter referred to as the "Association", the Articles of <br /> Incorporation ("Articles") of which have been filed with the North Carolina Secretary of State. The <br /> Upper Neuse River Basin Association, Inc. also operates under the assumed name of the Falls Lake <br /> Watershed Association. <br /> ARTICLE II—OFFICES <br /> The initial principal office of the Association shall be located at 4307 Emperor Boulevard, Suite <br /> 100, Durham, North Carolina 27703. The Association may have such other offices, either within or <br /> without the State of North Carolina, as the Board of Directors may designate or as the business of the <br /> Association may require from time to time. <br /> The registered office of the Association required by the North Carolina Nonprofit Corporation <br /> Act (the "Nonprofit Act") to be maintained in the State of North Carolina may be, but need not be, <br /> identical with the principal office of the Association, and the address of the registered office may be <br /> changed from time to time by the Association. <br /> ARTICLE III—ORGANIZATION <br /> The Association shall be a nonprofit organization (1) established and operated in accordance with <br /> the provisions of 26 U.S.C. (the "Internal Revenue Code") Section 501(c)(3) and the regulations <br /> thereunder, and (ii) incorporated under the Nonprofit Act. The Association shall be an independent and <br /> autonomous organization. Its period of duration shall be perpetual unless terminated in accordance with <br /> Article XIII below. <br /> ARTICLE IV--PURPOSES <br /> The purposes for which the Association is established and shall operate are as follows: <br /> I. The Association is organized and shall be operated exclusively for purposes within the meaning of <br /> Section 501(c)(3) of the Internal Revenue Code; provided, however, that no part of the net earnings <br /> thereof shall inure to the benefit of any private shareholder or individual. Notwithstanding any other <br /> provision of these Bylaws, the Association shall not carry on any activities not permitted to be <br /> carried on by an organization described in Internal Revenue Code Sections 501(c)(3). <br /> 2. The Association is organized and shall operate exclusively as a non-profit corporation to assist its <br /> member local governments in their efforts to jointly address issues of concern to the member local <br /> governments relating to water quality and waste water management in the Upper Neuse River Basin <br /> and the Falls Lake Watershed. As set out in North Carolina General Statutes §§77-119 through 77- <br /> 121, the purposes of the Association include, but are not limited to: (a) providing a forum for <br /> sharing information in order to assist local governments in complying with State and Federal laws <br /> that pertain to the water quality in the Falls Lake Watershed; (b) providing a mechanism for <br /> 1 <br />