ARTICLE IV

SECTION 1. General Powers

The business and affairs of the Cooperative shall be managed by a board of nine directors which shall exercise all the powers of the Cooperative except such as are by law, the articles of conversion or these bylaws conferred upon or reserved to the members.

SECTION 2. Election and Tenure of Office

The persons serving as directors on the day of the adoption of this amendment shall compose the Board of Directors until the first annual meeting following the adoption of the amendment of this article to be submitted to the membership on June 8, 1976, or until their successors have been elected and shall have qualified. Beginning with the annual meeting held in the year 1977, the directors of the Cooperative shall be divided into nine districts numbered 1, 2, 3, 4, 5, 6, 7, 8 and 9. The terms of office of the directors of Districts 1, 2 and 3 shall be for a term of three (3) years and they shall be elected at the annual meeting in 1977 and shall expire at the annual meeting in 1980; the terms of office of the directors serving in Districts 4, 5 and 6 shall be for a term of three (3) years and they shall be elected at the annual meeting in 1978 and shall expire at the annual meeting in 1981. The terms of office of the directors of Districts 7, 8 and 9 shall be for a term of three (3) years and they shall be elected at the annual meeting in 1979 and shall expire at the annual meeting held in the year 1982. At each annual meeting after the annual meeting held in 1979, three directors shall be elected by ballot for a term of three years, such directors to be elected from the districts served by those directors whose terms are expiring, or until their successors shall have been elected and shall have been qualified for a three year term in the order and sequence above set forth as to the nine numbered districts.

If an election of directors shall not be held on the date designated herein for the annual meeting or any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the members or as soon thereafter as practical.

SECTION 3. Qualifications

No person shall be eligible to become or remain a director or to hold any position of trust in the Cooperative who:

(a). is not a bona fide resident member of the Cooperative for one year and bona fide resident in the area designated as a district to be served by such directors which he is to represent; or

(b). is in any way employed by or financially interested in a business selling electric energy in competition with the Cooperative.

(c). is the father, father-in-law, mother, mother-in-law, brother, brother-in-law, sister, sister-in-law, child or the spouse of any employee or director of the Cooperative, provided this provision shall not apply to any director serving as of the effective date of this section, June 12, 1984, as to any relationship between that director and any employee or other director of the Cooperative existing at that time.

Upon establishment of the fact that a director is holding office in violation of any of the foregoing provisions, the Board of Directors shall remove such director from office. Nothing contained in this section shall affect in any manner whatsoever the validity of any action taken at any meeting of the Board of Directors.

SECTION 4. Nomination and voting

Not later than sixty (60) days prior to the annual meeting it shall be the duty of the Secretary to prepare or cause to be prepared and mailed to each member residing in the districts in which vacancies will exist at the annual meeting a form of nominating petition. The nominating petition shall inform the members that a vacancy will exist in their district at the annual meeting, the name of that incumbent and whether the incumbent intends to seek reelection. Within twenty days following the mailing of the nominating petitions any qualified member may be nominated as a candidate for election to the office of director in any district in which the candidate resides and a vacancy will exist at the forthcoming annual meeting. The nominating petition shall state the date upon which the nominating process will close, which date shall be the twentieth day following the mailing of nominating petitions to the members.

A qualified member shall be nominated when a petition naming that member is timely delivered to the office of the Cooperative signed by fifteen (15) members residing in the district in which the vacancy will exist. No member shall sign more than one nominating petition. In the event two (2) or more petitions contain the signature or signatures of members who have signed petitions previously submitted to the Cooperative, the signature shall not be counted on any petition after the first petition bearing the same signature has been submitted.

Following closure of the nominating process, no further nominations shall be received, and in those districts in which two (2) or more persons have been nominated it shall be the duty of the Secretary to prepare and mail or cause to be prepared and mailed along with the notice of meeting as described in Article III, Section 3, the official ballot as described in Article III, Section 5. The ballot may be mailed, in accordance with Article III, Section 7, or voted in person at the membership meeting in accordance with Article III, Section 6. Only those members residing in districts in which vacancies on the board will exist at the annual meeting shall be mailed part one of the ballot. Part two of the ballot, if there shall be a part two, shall be mailed to all members. If only one (1) person is nominated for the position of director in any district, ballots shall not be mailed and the person nominated shall be deemed elected at the annual meeting of the members. Any director elected without opposition shall commence serving immediately after the election results are announced at the annual meeting of the members.

Each properly nominated candidate shall be entitled to submit to the Cooperative a biographical sketch and position paper which shall be included with the notice of meeting. The biographical sketch and position paper shall not exceed five hundred (500) words in length. The Cooperative shall be entitled to delete from the materials submitted by a candidate any statements which may be deemed obscene or defamatory of any other candidate. The Cooperative shall have absolute discretion in determining whether the statement contains obscenities or defamation.

Each member of the Cooperative voting by mail or in person shall be entitled to vote only for one candidate residing in the same district as that member. No member shall be entitled to vote in any district election in which the member does not reside. The candidate from each district receiving the highest number of votes cast by mail and in person shall be elected to the board representing the district in which he resides even though such candidate may not receive the majority of votes cast for candidates from that district. Ties between two or more candidates shall be resolved by a coin toss or tosses.

SECTION 5. Voting Districts

The territory served or to be served by the Cooperative shall be divided into nine (9) districts, each of which shall contain as nearly as possible the same number of members. Each district shall be represented by one board member. The nine districts shall be as follows:

Not less than sixty (60) days before any meeting of the members at which board members are to be elected, the board shall review the composition of the several districts and, if it should find any inequalities in representation, which could be corrected by redelineation of districts, the board shall reconstitute the districts so that each shall contain as nearly as possible the same number of members.

SECTION 6. Removal of Directors by Members

Any member may bring one or more charges for cause against any one or more directors and may request the removal of such director (s) by reason thereof by filing with the Board of Directors such charge (s) in writing together with a petition signed by not less than ten (10%) percent of the total membership of the Cooperative which shall include twenty (20%) percent of those members residing in the district represented by the director whose removal is sought. The petition shall call for a special member meeting the stated purpose of which shall be to hear and act on such charges and, if one or more directors are recalled, to elect their successors. The petition shall be submitted to the Board of Directors at its regular monthly meeting. Upon receipt of the petition the Board shall, at the same meeting, appoint a committee of five (5) members who shall not be employees or directors to validate the signatures on the petition. The validation committee shall complete the validation process within twenty (20) days following its appointment and shall deliver its written report to the President of the Board. Each page of the petition shall, in the forepart thereof, state the name(s) and address(es) of the member(s) filing such charge(s), a verbatim statement of such charge(s), the name(s) of the director(s) and the district(s) served by the director(s) against whom such charge(s) is (are) being made. The petition shall be signed by each member in the same name as he is billed by the Cooperative and shall state the signatory's address as the same appears on such billings. Notice of such charge(s) verbatim, of the director(s) against whom the charge(s) have been made, of the member(s) filing the charge(s) and of the purpose of the meeting shall be contained in the notice of the meeting, as provided in Section 2 of Article III, or separately noticed to the members not less than fifteen (15) days prior to the member meeting at which the matter will be acted upon; PROVIDED, that the percentage of members whose signatures are required to call a special meeting for the removal of the director(s) under this Section shall be ten (10%) percent of the total membership rather than twenty (20%) percent which is required for all other special meetings under Article III, Section 2. Such director(s) shall be informed in writing of the charges after they have been validly filed and at least twenty (20) days prior to the meeting of the members at which the charge(s) are to be considered, and shall have an opportunity at the meeting to be heard in person, by witnesses, by counsel or any combination of such, and to present evidence in respect of the charge(s); and the person(s) bringing the charge(s) shall have the same opportunity, but must be heard first. No person charged or bringing charges under this section shall chair any meeting of the membership conducted pursuant to this section. The question of the removal of such director(s) shall, separately for each if more than one has been charged, be considered and voted upon by the total membership of the cooperative at such meeting, and any vacancy created by such removal shall be filled by vote of the total membership of the Cooperative at such meeting without compliance with the foregoing provisions with respect to nominations, PROVIDED, that the question of the removal of a director shall not be voted upon at all unless some evidence in support of the charge(s) against him shall have been presented during the meeting through oral statements, documents or otherwise. A newly elected temporary director shall be from or with respect to the same Directorate District as was the director whose office he succeeds and shall serve until the next annual meeting of the members, unless the next annual meeting is held within sixty (60) days following the special meeting. If the next annual meeting is within sixty (60) days following the special meeting then the director elected at the special meeting shall serve until the next annual meeting following the first such annual meeting after the special meeting. At the annual meeting at which the temporary director's term expires, the office(s) of director shall again be deemed vacant and a permanent replacement director shall be elected pursuant to the election procedure set out in Articles III and IV. The permanent replacement director(s) so elected shall serve the balance of the unexpired term of any director(s) removed under this Section.

SECTION 7. Vacancies

Subject to the provisions of these bylaws with respect to the filling of vacancies caused by the removal of directors by the members, a vacancy occurring in the Board of Directors shall be filled by the affirmative vote of a majority of the remaining directors for the unexpired portion of the term.

SECTION 8. Compensation

Directors shall, as determined by resolution of the Board of Directors, receive, on a per diem basis a fixed fee, which may include insurance benefits, (a) for attending the Board of Directors meeting and (b) for the performance of other Cooperative business when such has had prior approval of the Board of Directors. Directors shall also receive advancement or reimbursement of any travel and out‑of‑pocket expenses actually, necessarily and reasonably incurred, in attending Board of Director meetings and in the performance of other authorized Cooperative business. No director shall receive compensation for serving the Cooperative in any other capacity unless the payment and amount of such compensation shall be specifically authorized by a vote of the members or such payment and amount shall be specifically authorized by the Board of Directors upon their certification of such as an emergency measure: PROVIDED, that a director who is also an officer of the Board, and who as such officer performs regular or periodic duties of a substantial nature for the Cooperative in its fiscal affairs, may be compensated in such amount as shall be fixed and authorized in advance of such service by the Board of Directors.

SECTION 9. Purchase of Services or Materials by a Director or Employee

No service or materials shall be offered to a Director or employee of the Cooperative which is not also offered, and advertised as being available, to all other members of the Cooperative upon the same terms and conditions.

SECTION 10. Prohibition Against Electioneering

No Director or employee of the Cooperative shall use any Cooperative facility or property for the purpose of advancing the candidacy of any person for the office of Director of the Cooperative except as otherwise authorized by these bylaws.