Article IV
DIRECTORS

Section 1. GENERAL POWERS. The business and affairs of the Cooperative shall be managed by a Board of seven Directors which shall exercise all of the powers of the Cooperative except such as are by law, the Articles of Incorporation or these Bylaws conferred upon or reserved to the members.  Beginning on August 19, 2009 the number of directors shall be decreased from nine to seven through attrition.

Section 2. QUALIFICATIONS AND TENURE. The persons named as directors in the Articles of Conversion shall compose the Board of Directors until the first annual meeting or until their successors shall have been elected and shall have qualified. If the election of directors shall not be held on the day designated herein for the annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the members as soon thereafter as conveniently may be. At the Annual Meeting in 1989, two directors shall be elected by ballot by and from the members for a term of three years, or until their successors shall have been elected and shall have qualified; also at the Annual Meeting in 1989, two directors shall be elected by ballot by and from the members for a term of two years, or until their successors shall have been elected and shall have qualified. At the Annual Meeting in 1990, three directors shall be elected by ballot by and from the members for a term of three years, or until their successors shall have been elected and qualified; also at the Annual Meeting of 1990, one director shall be elected by and from the members for a term of two years, or until his or her successor shall have been elected and shall have qualified; also at the Annual Meeting of 1990, one director shall be elected by ballot by and from the members, for a term of one year, or until his or her successor shall have been elected and shall have qualified. At the Annual Meetings beginning with the year 1991, directors shall be elected by ballot by and from the members to succeed those directors whose term of office has expired, to serve for a term of three years or until their successors shall have been elected and shall have qualified, 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 member and bona-fide resident in the area served by the Cooperative; or,
(b) is in any way employed by or financially interested in a competing enterprise or a business selling electric
energy or supplies to the Cooperative, or a business primarily engaged in selling electrical or plumbing
appliances, fixtures, or supplies to the members of the Cooperative; or,
(c) in the case of a director, fails to attend two-thirds of
directors’ meetings in a twelve month term commencing in August of any year or is absent four consecutive meetings, unless excused by action of the Board of Directors upon good cause shown.

Upon establishment of the fact that a director is holding office in violation of any of the foregoing provisions, it shall immediately become incumbent upon the Board of Directors to 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 3. NOMINATIONS. It shall be the duty of the Board of Directors to appoint, not less than thirty days nor more than seventy-five days before the date of a meeting of the members at which directors are to be elected, a committee on nominations and elections consisting of five members who shall be selected from different sections of the project area so as to insure equitable representation. No member of the Board of Directors may serve on such committee. The committee, keeping in mind the principle of equitable representation, shall review, certify and post at the principal office of the Cooperative at least twenty days before the meeting a list of nominations for directors. Any fifteen or more members acting together shall make nominations by petition not less than seventy-five days prior to the meeting. In the event adequate nominations are not received and certified, the nominations and elections committee will have the authority to appoint nominees. The Secretary shall be responsible for mailing with the notice of the meeting or separately, but at least ten days before the date of the meeting, a statement of the number of directors to be elected and the names and addresses of the certified candidates.

Section 4. REMOVAL OF DIRECTORS BY MEMBERS. Any member may bring charges against a director by filing such charges in writing with the Secretary, together with a petition signed by at least ten per centum of the members and request the removal of such director by reason thereof. The director against whom such charges have been brought shall be informed in writing of the charges at least five days prior to the meeting at which the charges are to be considered and shall have an opportunity at the meeting to be heard in person or by counsel and to present evidence in respect of the charges; and the person or persons bringing the charges against him shall have the same opportunity. The question of the removal of such director shall be considered and voted upon at the next regular or special meeting of the members and any vacancy created by such removal may be filled by vote of the members at such meeting without compliance with the foregoing provisions with respect to nominations.

Section 5. VACANCIES. Subject to the provisions of these Bylaws with respect to Article IV Section 1 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 of the directors in respect of whom the vacancy occurs.

Section 6. COMPENSATION. Directors as such, shall not receive any salary for their services. However, by resolution of the Board of Directors, a fixed sum may be paid for each day or portion thereof spent on Cooperative business, such as attendance at meetings, conferences and training programs or performing committee assignments as authorized by the Board. If authorized by the Board, directors may also be reimbursed for expenses actually and necessarily incurred in carrying out such Cooperative business or granted a reasonable per diem allowance by the Board in lieu of detailed accounting for some of their expenses. No director shall receive compensation for serving the Cooperative in any other capacity, nor shall any close relative of a director receive compensation for serving the Cooperative, unless the payment of compensation shall be specifically authorized by a vote of members or the service by such directors or close relative shall have been certified by the Board of Directors as an emergency measure.