Charter of the

Corporate Governance and Community Relations Committee

of the Board of Directors of

Corning Natural Gas Corporation

Purpose

•     Develop corporate governance principles, procedures and practices for Corning,

•     Consider any corporate governance issues that may arise from time to time,

•     Administer Corning’s related person transaction policy,

•   Assist the board of directors in overseeing and monitoring Corning’s compliance with our Code of Business Conduct and Ethics, and

•   Perform any other activities consistent with this charter, Corning’s bylaws and governing law, as the board may assign the committee from time to time.

Membership

The committee shall be comprised of three or more directors, each of whom is independent as defined by the applicable rules and regulations and the listing standards of the New York Stock Exchange. The members of the committee are to be elected by the board annually to serve until their successors are duly elected and qualified or until their earlier resignation or removal by the board.

Duties and Responsibilities

•     Oversee the goals and objectives of Corning’s Code of Business Conduct and Ethics,

•   Develop and periodically review the Corporate Governance Guidelines adopted by the board to assure the guidelines are appropriate for Corning and recommend to the board any changes to the guidelines if the committee deems appropriate,

•   Consider corporate governance issues that may arise from time to time and make any recommendations to the board regarding these issues,

•   Administer Corning’s related person transaction policy, pursuant to which the committee or the board will review and approve or ratify any transactions with related persons that is, or may be, required to be disclosed under the rules and regulations of the Securities and Exchange Commission.  Any member of the committee or board that is a related person with respect to a transaction will not participate in the review and approval or ratification of the transaction,

•   Review and make recommendations to the board regarding stockholder proposals that related to business conduct, environmental, charitable, or philanthropic matters, or other matters relating to social, political and public policy, and

•     Review and make recommendations to the board regarding

o   significant stockholder relations,

o   philanthropic activities and charitable contributions and

o   significant equal opportunity claims.

Resources and Authority

The committee will have the resources and authority appropriate to discharge its duties and responsibilities including the authority to select, retain and terminate special consultants or other experts and advisors as it deems necessary and appropriate.

The committee will request and receive appropriate funding, as determined by the board, from Corning for payment of compensation of any outside experts and advisors employed by the committee and ordinary administrative expenses necessary or appropriate in carrying out its duties. 

Structure and Operation

•   Two members of the committee will constitute a quorum. When more than two members are present, the act of a majority of the members present at a meeting at which a quorum is present will be the act of the committee and when two members are present, the unanimous vote of the two members will constitute the act of the committee.

•     The secretary of the committee will take all minutes of the meeting of the committee.

•   The committee will meet in person or telephonically at such times and places deemed necessary or desirable by the chairperson of the committee. The chairman or two or more members of the committee will be entitled to call a meeting of the committee.

•   The committee may request that any directors, officers, employees or advisors of Corning, or other persons whose advice and counsel are sought by the committee, attend any meeting of the committee to provide such information as the committee requests.

•   The chairman of the committee will report to the board of directors the deliberations, actions and recommendations of the committee since the last board meeting, if any.