BYLAWS OF BRUNSWICK DEVELOPMENT CORPORATION ADOPTED: February 22, 1995 AMENDED: December 18, 2013 ARTICLE I GENERAL Section 1.1. Name.

The name of the Corporation shall be the Brunswick Development Corporation. Section 1.2. Location of Corporation. The Corporation shall have its principal place of business at Brunswick, Maine. Section 1.3. Purposes. The Corporation is organized and shall be operated on a nonprofit basis to foster, encourage, assist, support, and promote the development, establishment, settlement, or resettlement within the Town of Brunswick, Maine, of industrial, manufacturing, fishing, agricultural, recreational, or other business enterprises for purposes of stimulating economic growth in the Town in part by providing support incentives for businesses to construct and expand facilities, incorporating new techniques, combating community deterioration, lessening the burdens of government, providing for increased tax base within the Town; and the Corporation shall constitute a "local development corporation" pursuant to 5 M.R.S.A. §13081(6). ARTICLE II BOARD OF DIRECTORS Section 2.1. Management by Board. The affairs of the Corporation shall be managed by its Board of Directors, which may exercise all powers of the Corporation and do all lawful acts and things necessary or appropriate to carry out the purposes of the Corporation. Section 2.2. Number of Directors. The Board of Directors shall be comprised of not less than five (5) members and not more than seven (7) members. It is the intent of these Bylaws that the Corporation maintain seven (7) members of the Board of Directors as outlined in Section 2.3 as consistently as is reasonably practical. Section 2.3 Directors. The persons holding the Town of Brunswick position of Town Manager shall be an ex-officio Director of the Board of Directors so long as the person remains in such position. The Town Council of Brunswick shall appoint two (2) members of the Town Council as Town Council Directors, whose terms shall expire annually on December 31st. For avoidance of doubt, this right of the Town Council of Brunswick is in no way limited by the Articles of Incorporation or Section 6.2 of these Bylaws. No Town Council Director shall serve more than six (6) consecutive one-year terms. The Board of Directors shall appoint four (4) Public Directors, at-large. Each of the Public Directors shall have demonstrated education or experience in one of the following areas: law, finance, accounting, business, banking, or economic development. Public Directors’ terms shall expire on December 31st. Public Directors shall be appointed for two (2) year terms with staggered terms such that no more than two (2) Public Directors’ terms shall expire at once. No Public Director shall serve more than three
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consecutive two-year terms. No Town Council Director or Public Director of the Board of Directors shall serve in any capacity on any other economic development corporation. All Directors are voting members of the Board of Directors. Section 2.4. Vacancies. Any vacancy occurring in the Board of Directors shall be filled by the vote of a majority of the remaining Directors even if there is less than a quorum of the Board of Directors as soon as reasonably practical following the occurrence of such vacancy. A person appointed to fill a vacancy which occurs, other than by reason of an increase in the number of Directors, shall serve until expiration of the term that would have been served had the vacancy not occurred. Section 2.5. Removal of Directors. The Board of Directors may suspend or remove a Director at any time with cause by a vote of the majority of the Board of Directors other than the Director whose suspension or removal is sought. Any Director proposed to be suspended or removed shall be entitled to written notice at least five days in advance of the meeting at which such suspension or removal is to be voted upon, and shall be entitled to appear and be heard prior to any vote. Section 2.6. Quorum. At all meetings of the Board of Directors, no less than five (5) Directors shall be sufficient to constitute a quorum for the transaction of business. Section 2.7. Conflict of Interest. Each Director of the Board of Directors shall sign the Conflict of Interest Policy and Code of Ethics at the Annual Meeting or Special Meeting. Furthermore, no Director, state elected official, or Brunswick Town Councilor shall apply to or be eligible to receive from the Corporation, financial assistance in the form of a loan or grant while in office and for a period of one (1) year after leaving office. Further reference is made to Article IX of these Bylaws. ARTICLE III MEETINGS Section 3.1. Annual Meeting. The Board of Directors shall hold an annual meeting at such date, time and place as the Board shall designate. Section 3.2. Regular Meetings. Regular meetings of the Board of Directors may be held at such date, time and place as the Board shall designate. Notice of regular meetings shall be provided in accordance with Maine law. Section 3.3. Special Meetings. Special meetings of the Board of Directors may be called by the President of the Corporation on his or her own motion or upon written request of a majority of the Directors, and noticed in accordance with Maine laws. Section 3.4. Notice of Meetings. Attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends 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 or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting unless required by law, or these Bylaws.
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Section 3.5. Telephonic Participation in Meetings. There shall be no telephonic participation in any meetings of the Corporation. ARTICLE IV NOTICE Section 4.1. General. Whenever under the provisions of the statutes, Articles of Incorporation, or these Bylaws, notice is required to be given to any Director, such notice must be given in writing by personal delivery, by mail, or by telephone, addressed to such Director at his address as it appears on the records of the corporation, with postage or other delivery fees prepaid, or at his telephone number as it appears on the records of the corporation. Notice by mail shall be deemed to be given at the time it is deposited in the United States Mail. Section 4.2. Waiver. Whenever under the provisions of the statutes, Articles of Incorporation, or these Bylaws, notice is required to be given to any Director, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time state therein, shall be deemed equivalent to the giving of such notice. Attendance at a meeting of a person entitled to notice shall constitute a waiver of notice of the meeting unless he or she attends for the express purpose of objecting to the transaction of business on the grounds that the meeting was not lawfully called. ARTICLE V OFFICERS AND AGENTS Section 5.1. Officers. The officers of the Corporation shall be a President, a Vice President, a Treasurer, and a Secretary, and such officers as the Board of Directors may from time to time designate. Section 5.2. Election of Officers. The Board of Directors shall choose annually the officers of the Corporation who shall be Directors of the Corporation. A Director may hold more than one office. Section 5.3. Other Officers and Agents. The Board of Directors may appoint such other officers and agents as it shall deem necessary. Such officers and agents shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors. Section 5.4. Compensation. There will be no compensation, for any or all officers of the Corporation, except for reimbursement of expenses and for provision of a meal during a Board of Directors meeting. Section 5.5. Term of Officers. The officers of the Corporation shall hold office until their successors have been elected and qualified. Any officer elected or appointed by the Board of Directors may be removed with or without cause at any time by an affirmative vote of a majority of the Board of Directors. Any vacancy in any office of the Corporation shall be filled by vote of the Directors. Section 5.6. President of the Corporation. The President of the Corporation shall, when present, chair all meetings of the Board of Directors. He or she shall inform himself or herself concerning all affairs of the Corporation and see that the duties of the officers and employees of the Corporation are properly discharged; that the Bylaws of the Corporation are observed; and that all statements and returns required by law are made; and, he or she shall assume such share in the management of the business as the directors
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may determine. The President of the Corporation shall appoint such committees as he or she deems necessary, subject to the approval of the Directors. Section 5.7. Vice President. The Vice President shall perform such duties as are assigned to him or her by the President and the Board. In the absence of the President he or she shall perform the duties of that office. Section 5.8. Treasurer. The Treasurer shall have the custody of the corporate funds and securities, shall keep full and accurate accounts of receipts and disbursements, and books belonging to the Corporation, and shall deposit all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors at its regular meetings or when the Directors shall require, an account of all his or her transactions as Treasurer and of the financial condition of the corporation. Section 5.9 Secretary. The Secretary shall record all of the proceedings of the Board of Directors. In the absence of the Secretary at a meeting of the Board of Directors, the President shall designate a Director to perform the functions of the Secretary. He or she may give, or cause to be given, notice of all Directors’ meetings and shall perform such other duties as may be prescribed by the Board of Directors or by the President. The Secretary may certify all votes, resolutions, and actions of the Board of Directors. ARTICLE VI MEMBERSHIP Section 6.1. Membership. The Town of Brunswick, Maine, shall be the sole Member of the Corporation with all rights and obligations of membership provided by the Articles of Incorporation and Bylaws. Section 6.2. Voting Rights. The Member shall have no voting rights. ARTICLE VII FINANCES Section 7.1 Checks. All checks or demands for money and notes of the Corporation shall be signed by the Treasurer and such other officers or persons as the Board of Directors may from time to time designate. Section 7.2. Fiscal Year. The fiscal year of the corporation shall end on June 30 unless otherwise fixed by resolution of the Board of Directors. ARTICLE VIII AMENDMENTS These Bylaws may be amended or repealed or new Bylaws adopted by the Directors at an annual or special meeting.

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ARTICLE IX CONFLICTS OF INTEREST Section 9.1. Loans. No loans shall be made by the Corporation to its Directors or officers. Any Director or officer who assents to or participates in the making of any such loan shall be liable to the Corporation for the amount of the loan until the repayment thereof. Section 9.2. Conflicts of Interest Policy. The Corporation hereby sets forth its policy on conflicts of interest applying such standards to all Directors officers and employees of the Corporation. Further reference is made to Section 2.7 of these Bylaws. This Section and Section 2.7 of these Bylaws are supplemented by the Conflict of Interest Policy and Code of Ethics to be signed each year by all Directors. Each officer and Director shall notify the Board of Trustees if he or she has a voting interest or an equity interest in, or serves as an officer, director, general partner, supervisor or manager of, any business in which the Corporation proposes to invest or co-invest, to which the Corporation proposes to lend money, or with which the Corporation proposes to contract. For the purpose of the following subsection 4.b., the term “Director” shall include any director officer or any other person entitled by the bylaws or statute to attend or participate in a meeting of the Board of Director of the Corporation. 1. In General A. Duty to Disclose. When a Director has a conflicting interest (as defined below) with respect to a transaction which the Board of Director is considering, the Director shall disclose to the Board (i) the existence and nature of the Director’s conflicting interest and (ii) except as set forth in Section 1 (B) below, all facts known to the Director respecting the subject matter of the transaction that an ordinary prudent person would reasonably believe to be material to a judgment about whether or not to proceed with the transaction. B. Duty of Confidentiality. If a Director has a conflicting interest with respect to a transaction, but neither the Director nor a Related Person of the Director (as defined below) is a party to the transaction, and if the Director has a duty under law or professional canon, or a duty of confidentiality to another person, respecting information relating to the transaction such that the Director may not make the disclosure described in Section 1 (A) (ii) above, then disclosure is sufficient for purposes of this Section 1 if the Director: 1. Discloses to the Directors voting on the transaction the existence and nature of the Director’s conflicting interest and informs them of the character and limitations imposed by that duty before their vote on the transaction, and 2. Plays no part, directly or indirectly, in their deliberations or vote. C. No Conflicting Interest. A transaction effected or proposed to be effected by the Corporation (or any entity for which the Corporation serves as manager or otherwise controls) with respect to which no Director has a conflicting interest shall not be enjoined, set aside, or give rise to an award of damages or other
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sanctions because a Director, or any person with whom or which the Director has a personal, economic or other association, has an interest in the transaction. 2. Quorum. A Director with a conflicting interest may be counted in determining the presence of a quorum at a meeting of the Board of Director which authorizes, approves or ratifies a transaction. 3. Conflicting Interest. As used in this policy, a “conflicting interest” means the interest a Director has with respect to a transaction effected or proposed to be effected by the Corporation (or any entity for which the Corporation serves as manager or otherwise controls) if: A. Whether or not the transaction is brought before the Board of Directors for action, the Director knows at the time of commitment (as defined below) that the Director or a Related Person (i) is a party to the transaction or (ii) has a beneficial financial interest in or is so closely linked to the transaction and of such financial significance to the Director or Related Person that the interest would reasonably be expected to exert an influence on the Director’s judgment if the Director were called upon to vote on the transaction; or B. The transaction is brought (or is of such character and significance to the Corporation that it would be, in the normal course, brought) before the Corporation’s Board of Directors for action, and the Director knows at the time of commitment that any of the following persons is either a party to the transaction or has a beneficial interest in or is so closely linked to the transaction and of such financial significance to the person that the interest would reasonably be expected to exert an influence on the Director’s judgment if the Director were called upon to vote on the transaction: 1. An entity, other than the Corporation , of which the Director is a director, general partner, agent, consultant or employee; 2. A person that controls one or more of the entities specified in subsection (1) or an entity controlled by, or under common control with, one or more of the entities specified in subsection (1); or 3. An individual who is a general partner, co-principal or employer of the Director. 4. Related Person. Related Person of the Director means: A. The Director’s spouse (or a parent or sibling of spouse); the Director’s child, grandchild, sibling or parent (or the spouse of that child, grandchild, sibling or parent); an individual having the same home as the Director; or a trust or estate of which an individual specified in this paragraph is a substantial beneficiary; or

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B. A trust, estate, incapacitated person, conservatee or minor for which the Director is a fiduciary. 5. Time of Commitment. “Time of commitment” with respect to a transaction means the time when the transaction is consummated or, if made pursuant to contract, the time when the Corporation (or any entity for which the Corporation serves as manager or otherwise controls) becomes contractually obligated so that its unilateral withdrawal from the transaction would entail significant loss, liability or other damage. 6. Conflicting – Interest Transactions; Safe Harbors. A Director’s conflicting interest transaction shall not be enjoined, set aside or give rise to an award of damages or other sanctions because the Trustee, or any person with whom or which the Director has a personal, economic or other association , has an interest in the transaction, if; A. A Director’s action respecting transaction was at any time taken in compliance with the provisions of these Bylaws; or B. The transaction, judged according to the circumstances at the time of commitment, is established to have been fair to the Corporation. 7. Conflicting-Interest Transactions; Action by Qualified Directors A. Majority Vote. A Director’s action with respect to a transaction is effective for purposes of these Bylaws if the transaction received the affirmative vote of a majority (but no fewer than 2) of those Qualified Director’s on the Corporation’s Board of Directors who voted on the transaction after disclosure to them (to the extent the information was not known by them) as described in these Bylaws. B. Quorum. A majority (but no fewer than 2) of all the Qualified Directors on the Corporation’s Board of Directors constitutes a quorum for purposes of action that complies with this section. A Director’s action that otherwise complies with this section is not affected by the presence or vote of a Director who is not a Qualified Director. C. Qualified Director. For purposes of this Section, “Qualified Director” means, with respect to a Director’s conflicting interest transaction, any Director who does not have either: i. A conflicting interest with respect to the transaction; or

ii. A familial, financial, professional or employment relationship with a second Director who does have a conflicting interest with respect to the transaction, when that relationship would, in the circumstances, reasonably be expected to exert an influence on the Director’s judgment when voting on the transaction.
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ARTICLE X LIABILITY AND INDEMNIFICATION POLICY REGARDING DIRECTORS AND OFFICERS Section 10.1. Directors and Agents. The individual property of the Directors or officers of the Corporation shall not be held liable for the debts of the Corporation. Section 10.2. General. Subject to Article IX of these Bylaws, the Corporation shall indemnify any person who was or is a party (or is threatened to be made a party) to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she (i) is or was a Director or officer of the Corporation; or (ii) while a Director or officer, is or was serving at the request of the Corporation as a director, officer, fiduciary or agent of another domestic or foreign corporation, limited liability company, employee benefit plan or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement to the extent actually and reasonably incurred by that person in connection with such action, suit or proceeding; provided that the person to be indemnified acted in good faith and did not reasonably believe (A) in the case of conduct in the individual’s capacity as a director or officer, that his or her conduct was not in the best interests of the Corporation; (B) in all other cases, that his or her conduct was not in or not opposed to the best interests of the Corporation; and (C) in the case of any criminal action or proceeding, that his or her act was unlawful. The termination of a proceeding by judgment, order, settlement or conviction or upon a plea of nolo contendere or its equivalent is not of itself determinative that the Director or officer did not meet the relevant standard of conduct described in this section. Section 10.3. Indemnification Prohibited. Unless ordered by a court of competent jurisdiction, the Corporation may not indemnify a Director or officer (i) in connection with a proceeding by or on behalf of the Corporation, except for reasonable expenses incurred in connection with the proceeding, if it is determined that the Director or officer has not met the relevant standard of conduct under Section 1; or (ii) in connection with any proceeding with respect to conduct for which the Director or officer was adjudged liable on the basis that he or she received a financial benefit to which he or she was not entitled, whether or not involving action in the Director’s or officer’s official capacity. Section 10.4. Mandatory Indemnification in Certain Cases. The Corporation shall indemnify a Director or officer who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the Director or officer was a party because he or she was a Director or officer of the Corporation against reasonable expenses, including attorneys’ fees, incurred by him or her in connection with the proceeding. The right to indemnification granted by this subsection may be enforced by a separate action against the Corporation, if an order for indemnification is not entered by a court in the action, suit or proceeding wherein that Director or officer was successful on the merits or otherwise. Section 10.5. Determination in Specific Cases. Any indemnification under Section 1 shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the Director or officer is consistent with Maine law. Such determination shall be made as follows:

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A. If there are two or more disinterested Directors, the Corporation’s Board of Directors by a majority vote of all the disinterested Directors, a majority of whom for this purpose constitutes a quorum, or by a majority of the members of a committee of two or more disinterested Directors appointed by a majority of all disinterested Directors; or B. By special legal counsel: 1. Selected in the manner prescribed in Paragraph A; or 2. If there are fewer than two disinterested trustees, selected by the Board of Directors in which selection Directors who did not qualify as disinterested may participate. Section 10.6. Advancement of Expenses. The Corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse the reasonable expenses incurred by a Director or officer who is a party to a proceeding because the person is a Director or officer of the Corporation if the Director or officer delivers to the Corporation: A. A written affirmation of the Director’s or officer’s good faith belief that he or she has met the relevant standard of conduct described in these Bylaws, or that the proceeding involves conduct for which liability has been eliminated under a provision of the Corporation’s Articles of Incorporation as permitted under Maine law; and B. A written undertaking by the Director or officer to repay any funds advanced if the director or officer is not entitled to mandatory indemnification under these Bylaws and it is ultimately determined that the director or officer has not met the relevant standard of conduct set forth in Section 1. The undertaking required by Paragraph B shall be an unlimited general obligation of the person seeking the advance, but need not be secured and may be accepted without reference to financial ability to make the repayment. Section 10.7. Scope and Application. It is intended that this Indemnification Policy be construed so as to maximize the indemnification of the persons covered hereby and shall inure to the benefit of the heirs and personal representatives of such persons. The indemnification and entitlement to advances of expenses provided herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under Maine law or pursuant to the provisions of the Corporation’s Articles of Incorporation. A right to indemnification required herein may be enforced by a separate action against the Corporation, if an order for indemnification has not been entered by a court in any action, suit or proceeding in respect to which indemnification is sought. Section 10.8. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer or is or was serving at the request of the Corporation as a director, officer, fiduciary or agent of another corporation, limited liability company, employee benefit plan or other enterprise against any liability asserted against that person and incurred by that person in any such capacity, or arising out

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of that person’s status as such, whether or not the Corporation would have the power to indemnify that person against such liability under this section. Section 10.9. Amendment. Any amendment, modification or repeal of this policy shall not deny, diminish or otherwise limit the rights of any person to indemnification or advance hereunder with respect to any action, suit or proceeding arising out of any conduct, act or omission occurring or allegedly occurring at any time prior to the date of such amendment, modification or repeal.

Adopted: December 18, 2013

_________________________ William D. Morrell, Secretary

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