Article IV

ARTICLE IV – TRUSTEES

Section 4.01 – Number and General Powers. The business and affairs of the cooperative shall be managed by a Board of Trustees consisting of seven (7) members. The Board shall exercise all of the powers of the cooperative except such as are by law or by the cooperative's Articles of Incorporation or Bylaws conferred upon or reserved to the members.

Section 4.02 – Qualifications. No person shall be eligible to become or remain a trustee of the cooperative who is a close relative of an incumbent trustee or of any employee of the cooperative, or who is not a member of the cooperative and receiving service therefrom at his/her primary residential abode. No person shall be eligible to become or remain a trustee, or to hold any other position of trust in the cooperative who is not at least 18 years of age or is in any way employed by or financially interested in a competing enterprise, or a business selling electric energy or supplies to the cooperative which could create a conflict of interest as determined by the Board of Trustees, or who has been employed by the cooperative within the preceding three (3) years. Upon establishment of the fact that a nominee for trustee lacks eligibility under this Section or as may be provided elsewhere in these Bylaws, it shall be the duty of the chairperson presiding at the meeting at which such nominee would otherwise be voted upon to disqualify such nominee. Upon the establishment of the fact that any person being considered for, or already holding a trusteeship or other position of trust in the cooperative lacks eligibility under this section, it shall be the duty of the Board of Trustees to withhold such position from such person, or to cause said person to be removed therefrom, as the case may be—EXCEPT that any trustee who was otherwise qualified when elected and becomes disqualified solely as a result of a realignment of the service areas assigned to trustee positions shall remain eligible to complete his or her current term. Nothing contained in this section shall or shall be construed to, affect in any manner whatsoever the validity of any action taken at any meeting of the Board of Trustees, unless such action is taken with respect to a matter which is affected by the provisions of this section and in which one or more of the trustees have an interest adverse to that of the cooperative.

Section 4.03 – Election. At each annual meeting, trustees shall be elected by secret ballot by the members who are present in person at said meeting. Drawing by lot shall resolve, where necessary, any tie votes.

Section 4.04 – Tenure. Trustees shall be so nominated and elected that one trustee from or with respect to Trustee Positions 1 and 4 shall be elected for a three year term at an annual meeting; one trustee each from or with respect to Trustee Positions 3 and 6 shall be elected for a three year term at the next succeeding annual member meeting; and one trustee each from or with respect to Trustee Positions 2, 5 and 7 shall be elected for a three year term at the next succeeding annual member meeting, and so forth. Upon their election, trustees shall, subject to the provisions of these Bylaws with respect to the removal of trustees, serve until the annual meeting of the members of the year in which their terms expire or until their successors shall have been elected and shall have been qualified. If for any reason an election of trustees shall not be held at any annual meeting of the members duly fixed and called pursuant to these Bylaws, such election may be held at an adjournment of such meeting or at a subsequently held special or the next annual meeting of the members. Failure of an election for a given year shall allow the incumbents whose trusteeships would have been voted on to hold over only until the next member meeting at which a quorum is present. Members of the Board of Trustees elected or re-elected at the annual meeting of the members held in the year 2010 and subsequent years may be elected or re-elected for four (4) consecutive three (3) year terms. A member of the Board of Trustees, after having served four (4) three (3) year terms shall not be eligible to be again appointed or elected to the office of Trustee until the expiration of one (1) three (3) year term.

Section 4.05 – Trustee Positions. The territory served by the cooperative shall be divided into seven (7) Trustee positions, any number of which may be At-Large positions. Each position shall be held by one trustee. Descriptions of these positions shall be attached to these Bylaws.

Section 4.06 – Nominations. The nominating committee elected by the members at the preceding annual meeting, a majority of which shall constitute a quorum, shall prepare and post at the principal office of the cooperative at least thirty (30) days prior to the date of a meeting of the members at which Trustees are to be elected, a list of nominations for Trustees to be elected, listing separately the nominee for each trustee position from or with respect to which a trustee must, pursuant to this Article, be elected at the meeting. The committee shall include at least two candidates for each trustee position to be elected to succeed the trustees whose terms expire at the annual meeting. Any fifteen (15) or more members of the cooperative, acting together, may make additional nominations in writing over their signatures, listing their nominees in like manner, not less than twenty (20) days prior to the annual meeting and the Secretary shall post such nominations at the same place where the list of nominations made by the committee is posted. The Secretary shall mail to the members with a notice of the annual meeting, or separately, but at least ten (10) days prior to the date of the annual meeting, a statement of the names and address of all nominees from or with respect to each trustee position for which trustees must be elected, showing clearly those nominated by the committee and those nominated by petition, if any. The chairperson at such annual meeting, after all nominations so made have been duly announced, shall call for additional nominations made from the floor and shall ascertain and announce, after any nominations made from the floor, the particular trustee position from or with respect to which additional candidates have been nominated. Notwithstanding the provisions contained in this section, failure to comply with any such provisions shall not affect in any manner whatsoever the validity of any action taken by the Board of Trustees after the election of trustees. The nominating committee, in addition to preparing and posting a list of nominations for trustees, shall also nominate a nominating committee for the next succeeding annual meeting of the members at which trustees are to be elected. There shall be one nominee and an alternate nominee for each of the seven (7) trustee positions and one additional nominee for each trustee position from or with respect to which a trustee is to be elected. The Secretary shall be responsible for mailing with the notice of the annual meeting or separately, but at least ten (10) days prior to the date of the annual meeting the names and addresses of the nominees and alternate nominees. Additional nominations to the nominating committee may be made from the floor at the meeting of the members. The members of the nominating committee for the next succeeding annual meeting may be elected by a plurality vote of the members present and voting. No existing employee, agent, officer, trustee, known candidates for trustees, close relative of members of the same household of the foregoing shall serve on the nominating committee.

Section 4.07 – Voting for Trustees: Validity of Board Action. In the election of trustees, each member shall be entitled to cast the number of votes (but not cumulatively) which corresponds to the total number of trustees to be elected, but no member may vote for more than one nominee for or with respect to any particular trustee position. Ballots marked in violation of the foregoing restriction with respect to one or more trustee positions shall be invalid and shall not be counted with respect to such position or positions. Notwithstanding the provisions contained in this section, failure to comply with any of such provisions shall not affect in any manner whatsoever the validity of any action taken by the Board of Trustees after the election of trustees.

Section 4.08 – Removal of Trustee by Members. Any member may bring one or more charge(s) for cause against any one or more trustee(s) and may request the removal of such trustee(s) by reason thereof by filing with the Secretary such charge(s) in writing together with a petition signed by not less than ten percent (10%) of the total membership of the cooperative, which petition calls for a special meeting thereon and specifies the place, time and date thereof not less than forty (40) days after filing of such petition, or which requests that the matter be acted upon at the subsequent annual member meeting if such meeting will be held no sooner than forty (40) days after the filing of such petition. 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) and the verbatim statement of such charge(s) and the name(s) of the trustee against whom such charge(s) is/are being made. The petition shall be signed by each member in the same name as he/she is billed by the cooperative and shall state the signatory's address as the same that appears on such billings. Notice of such charge(s) verbatim, of the trustee(s) against whom the charge(s) have been made and of the member(s) filing the charge(s) shall be contained in the notice of the meeting, or separately mailed to the members not less than ten (10) days prior to the member meeting at which the matter will be acted upon. Such trustee(s) shall be informed in writing of the charge(s) 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. The question of the removal of such trustee(s) shall, separately for each if more than one has been charged, be considered and voted upon by secret written ballot at such meeting, any vacancy created by such removal shall be filled by secret written ballot of the members at such meeting without compliance with the foregoing provisions with respect to nominations, except the nominations shall be made from the floor. A newly elected trustee shall be from or with respect to the same trustee position as was the trustee whose office he/she succeeds and shall serve the unexpired portion of the removed trustee's term.

Section 4.09 – Vacancies. A vacancy occurring in the Board of Trustees, other than a vacancy caused by the removal of a trustee by the members, shall be filled by the Board of Trustees. A trustee thus elected shall serve out the unexpired term of the trustee whose office was originally vacated and until a successor is elected and qualified: PROVIDED, that such a trustee shall be from or with respect to the same trustee position as was the trustee whose office was vacated.

Section 4.10 – Compensation: Expense. Trustees shall, as determined by resolution of the Board of Trustees, receive on a per diem basis, a fixed fee for attending Board of Trustees' meetings and may receive on a per diem basis, the same or a different fixed fee for their duly authorized attendance at other types of meetings or for the performance of other trustee duties. They shall also receive advancement or reimbursement of any travel and out-of-pocket expenses actually, necessarily and reasonably incurred in attending Board of Trustees meetings and in performance of other authorized cooperative business, or a reasonable per diem allowance fixed by the Board in lieu of detailed accounting for some of these expenses. No trustee or close relative of a trustee 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 unanimous vote of the remaining trustees with respect to an emergency: PROVIDED, that a trustee who is also an officer of the Board, and who as such officer performs regular or periodic duties of a substantial nature in such amount as shall be fixed and authorized in advance of such service by the unanimous vote of the remaining trustees. The cooperative may, in conformity with rules of general application, contribute to insurance benefits for trustees and former trustees. Past practices with reference to insurance benefits for trustees and former trustees are hereby ratified and confirmed.

Section 4.11 – Rules, Regulations, Rate Schedules and Contracts. The Board of Trustees shall have power to make, adopt, amend, abolish and promulgate such rules, regulations, rate schedules, contracts, security deposits and any other types of deposits, payments or charges, including contributions in aid of construction, not inconsistent with law or the cooperative's Articles of Incorporation or Bylaws, as it may deem advisable for the management, administration and regulation of the business and affairs of the cooperative.

Section 4.12 – Accounting System and Reports. The Board of Trustees shall cause to be established and maintained a complete accounting system of the cooperative's financial operations and condition, and shall, after the close of each fiscal year, cause to be made a full, complete and independent audit of the cooperative's accounts, books and records reflecting financial operations during, and financial condition as of the end of such year. A full and accurate summary of such audit reports shall be submitted to the members at or prior to the succeeding annual meeting of the members. The Board of Trustees may authorize special audits, complete or partial, at any time and for any specified period of time.

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