Bylaws

BYLAWS OF

SOUTHWEST TEXAS ELECTRIC COOPERATIVE, INC.

It shall be the aim of Southwest Texas Electric Cooperative, Inc., (hereinafter called the Cooperative) to make electric energy available to its members at the lowest cost consistent with sound economy and good management.

ARTICLE I

RIGHTS AND LIABILITIES OF MEMBERS

SECTION 1. Qualifications and Obligations.

Any eligible natural person, firm, association, corporation, business trust, partnership, limited liability company, federal agency, state or political subdivision thereof, or any body politic (collectively, "Person") may become a member of the Cooperative if qualified by law and by:

(a) making a written application for membership therein;

(b) paying the membership fee hereinafter specified;

(d) agreeing to comply with and be bound by the Articles of Incorporation and Bylaws of the Cooperative and any amendments thereto and such rules and regulations as may from time to time be adopted by the Board of Directors.

No Person may own more than one (1) membership in the Cooperative, and no membership in the Cooperative shall be transferable.

SECTION 2. Membership Fee.

The membership fee shall be specified in the tariff of the Cooperative, as approved by the Board of Directors. Upon the payment of such fee, as well as other fees, contributions, and deposits required by the tariff of the Cooperative, as well as acceptance of the membership as provided above, the member shall be eligible for service connection.

SECTION 3. Purchase of Electric Energy.

Each member shall, as soon as electric energy shall be available, purchase from the Cooperative all electric energy purchased for use on the premises specified in his Application for Membership, and shall pay therefore monthly rates which shall, from time to time, be fixed by the Board of Directors. Production or use of electric energy on such premises regardless of the source, thereof, by means of facilities which shall be interconnected with the Cooperative's facilities, shall be subject to the appropriate regulation as shall be fixed from time to time by the Cooperative.

It is expressly understood that amounts paid for electric service in excess of the cost of service are furnished by members as capital and each member shall be credited with the capital so furnished as provided in these Bylaws. Each member shall pay to the Cooperative such minimum amounts per month, regardless of the amount of electricity consumed, as shall be fixed by the Board of Directors from time to time. Each member shall also pay all amounts owed by him to the Cooperative as and when the same shall become due and payable. When the member has more than one (1) service connection from the Cooperative, any payment by him for service from the Cooperative shall be deemed to be allocated and credited on a pro rata basis to his outstanding account for all such service connections, not withstanding that the Cooperative's actual accounting procedures do not reflect such allocation and prorations.

SECTION 4. Non-Liability for Debts of the Cooperative.

The private property of the members of the Cooperative shall be exempt from execution for the debts of the Cooperative and no member shall be individually liable or responsible for any debts or liabilities of the Cooperative.

SECTION 5. Suspension, Termination and Expulsion of Members.

(a) Upon his failure, after the expiration of the time when a member's utility service may be disconnected and after notice to him to pay any amounts due the Cooperative or to cease any other non-compliance of his membership obligations, a member's membership shall automatically be suspended. During such suspension the member shall not be entitled to receive electric service from the Cooperative or to cast a vote at any meeting of the members. Payment of all amounts due the Cooperative, including any additional charges required for such reinstatement and/or cessation of any non-compliance of his membership obligations, shall automatically reinstate the membership.

(b) Any member may withdraw from membership upon compliance with such uniform terms and conditions as the Board of Directors may prescribe. The Board of Directors of the Cooperative may, by the affirmative vote of not less than two-thirds (2/3) of the members thereof, expel any member who shall have violated or refused to comply with any of the provisions of the Articles of Incorporation of the Cooperative or these Bylaws, or any amendment thereto or any rules or regulations adopted from time to time by the Board of Directors. Any member so expelled may be reinstated as a member by a vote of the members at any annual or special meeting of the members. Such vote by the members to determine reinstatement shall occur only upon written application by such expelled member filed with the Secretary of the Cooperative not later than ten (10) days prior to such meeting of the members at which reinstatement is to be considered. The action of the members with respect to any such reinstatement shall be final. The membership of a member who, for a period of six (6) months after service is available to him, has not purchased electric energy from the Cooperative may be canceled by Resolution of the Board of Directors.

(c) Membership in the Cooperative and a Certificate representing the same shall not be transferable and upon the withdrawal, death cessation or existence or expulsion of a member, the membership of such member shall thereupon terminate, and the Membership Certificate of such member shall be surrendered forth with to the Cooperative. Termination of Membership in any manner shall not release a member or his estate from any debts due the Cooperative.

(d) In case of withdrawal or termination of membership in any manner, the Cooperative shall repay to the member the amount of the Membership Fee paid by him, provided however, that the Cooperative shall deduct from the amount of the Membership Fee the amount of any debt or obligations owing from the member to the Cooperative.

(e) Upon discovery that the Cooperative has been furnishing electric service to any Person other than a member, it shall cease furnishing such service unless such Person applies for, and the Board of Directors approves membership retroactively to the date on which such Person first began receiving such service, in which event the Cooperative, to the extent practical, shall correct its membership and all related records accordingly.

SECTION 6. Joint Membership.

A husband and wife may apply for joint membership and, subject to their compliance with the requirements set forth in Section 1 of this Article, may be accepted for such membership. The term "member" as used in these Bylaws shall be deemed to include a husband and wife holding a joint membership and any provisions relating to the rights and liabilities of membership shall apply equally with respect to the holders of a joint membership. Without limiting the generality of the foregoing, the effect of the hereinafter specified actions by, or in respect to, the holders of a joint membership shall be as follows:

(a) the presence at any meeting of either or both shall be regarded as the presence of one (1) member and shall constitute a joint waiver of notice of the meeting;

(b) the vote of either separately or jointly shall constitute one (1) joint waiver;

(d) notice to either shall constitute notice to both;

(e) expulsion of either shall terminate the joint membership;

(f) withdrawal of either shall terminate the joint membership;

(g) either, but not both concurrently, may be elected or appointed as an Officer or Director, provided that both meet the qualifications for such office;

(h) divorce between spouses shall terminate joint membership; provided, however, neither former spouse shall be released from any debts due the Cooperative.

SECTION 7. Conversion of Membership.

(a) A membership may be converted to a joint membership upon the written request of the holder thereof and the agreement by such holder and his or her spouse to comply with the Articles of Incorporation and Bylaws of the Cooperative and any amendments made thereto, and rules and regulations adopted by the Board of Directors. The outstanding Membership Certificate shall be surrendered and shall be reissued by the Cooperative in such manner as shall indicate the changed membership status.

(b) Upon the death of either spouse who is a party to the joint membership, such membership shall be held solely by the survivor. The outstanding Membership Certificate shall be surrendered and shall be reissued in such manner as shall indicate the changed membership status, provided however, that the estate of the deceased shall not be released from any debts due the Cooperative.

SECTION 8. Organizational Memberships.

A non-natural entity or organization may apply or continue membership in the Cooperative pursuant to the requirements for membership specified in Section 1 of this Article. Any such non-natural Person accepted for membership, or continuing membership, must designate to the Cooperative an individual to represent its voting interests in any meeting of members, or in otherwise representation of that membership interests.

ARTICLE II

MEETING OF MEMBERS

SECTION 1. Annual Meeting.

The Annual Meeting of the members shall be held at such time and place and shall be designated by the Board of Directors for the purpose of electing Directors, hearing and passing upon reports covering the previous year and transacting such other business as may properly come before the meeting. It shall be the responsibility of the Board of Directors to make adequate plans and preparations for the Annual Meeting. Failure to hold the Annual Meeting at the designated time shall not work a forfeiture or dissolution of the Cooperative.

SECTION 2. Special Meeting.

Special meetings of the members may be called by the President, by the Board of Directors, or a majority thereof, or by a Petition signed by not less than ten percent (10%) of all members and received by the Secretary, and it shall be the duty of the Secretary to cause notices of such meetings to be given as hereinafter provided. Special meetings of the members shall be held at such places as designated by the Board of Directors as specified in the Notice of the Special Meeting.

SECTION 3. Notice of Meeting of Members.

Written or printed Notice stating the place, day and hour of the meeting and, in case of Special Meeting or an Annual Meeting at which business requiring special notice is to be transacted, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) days nor more than thirty (30) days before the date of the meeting, either personally or by mail, by or at the direction of the Secretary, or upon a default in duty by the Secretary, by the Person calling the meeting, to each member.

If mailed, such Notice shall be deemed to be delivered when deposited in the United States mail, addressed to the member at his address as it appears on the records of the Cooperative, with postage thereon prepaid. The incidental and non-intended failure of any member to receive a Notice deposited in the mail addressed to the member at his address as shown on the Cooperative's books shall not invalidate any action which may be taken by the members at any such meeting, and the attendance in person of a member at any meeting of the members shall constitute a Waiver of Notice of such meeting unless such attendance shall be for the express purpose of objecting to the transaction of any business, or one (1) or more items of business on the grounds that the meeting shall not have been lawfully called or convened. Any member attending any meeting for the purpose of making such objections shall notify the Secretary prior to or at the beginning of the meeting of his objection.

SECTION 4. Quorum.

At least fifty (50) or five percent (5%) of the members present in person, whichever shall be the larger, shall constitute a quorum for the transaction of business at all meetings of the members. If less than a quorum is present at any meeting, a majority of those present, in person, may adjourn the meeting from time to time without further notice.

SECTION 5. Voting.

Each member who is not in a status or suspension as provided for in Article 1, Section 5, shall be entitled to only one (1) vote on each matter submitted to a vote at any meeting of the members. Voting by members other than members who are natural persons shall be allowed upon the presentation to the Cooperative, prior to or upon registration at each member meeting, of satisfactory evidence entitling the Person presenting the same to vote. At all meetings of the members, all questions shall be decided by a majority of the members voting thereon, except as otherwise provided by law or by the Cooperative's Articles of Incorporation and these Bylaws as may be amended hereafter. Members may not cumulate their votes or vote by proxy or by mail. In no event shall any individual, utilizing any combination of that individual’s single membership, or as a representative of a non-natural personal entity, be entitled to cast more than three (3) votes on any issue submitted to a vote at a meeting of the members.

SECTION 6. Order of Business.

The order of business at the Annual Meeting of the members and, insofar as practicable or desirable, at all other meetings of the members shall include, except as otherwise determined by the members at such meeting, the following items:

1. Report the number of members present in person to determine the existence of a quorum.

2. Reading of the Notice of the Meeting and proof of the due publication or mailing thereof, or the Waiver or Waivers of Notice of the Meeting, as the case may be.

3. Reading the unapproved Minutes of previous meetings of the members and the taking of necessary action thereon.

4. Presentation and consideration of reports of officers, directors and commit tees.

5. Election of Directors.

6. Unfinished Business.

7. New Business.

8. Adjournment.

SECTION 7. Credentials and Election Committee.

The Board of Directors shall, at least ten (10) days before any meeting of the members, appoint a Credentials and Election Committee. The Committee shall consist of an uneven number of members not less than five (5) nor more than seven (7) who are not members of the Nominating Committee or existing Cooperative employees, agents or officers, directors or known candidates for director and who are not Close Relatives (as hereinafter defined) or members of the same household of members of the Nominating Committee or existing Cooperative employees, agents, officers, directors or known candidates for Director. In appointing the Committee, the Board shall have regard for the equitable representation of the several areas served by the Cooperative.

The Committee shall elect its own Chairman and Secretary prior to the member meeting. It shall be the responsibility of the Committee to establish or approve the manner of conducting member registration, and any ballot or other voting, to pass upon all questions that may arise with respect to the registration of members, to count all ballots or other votes cast in any election or in any other matter, to rule upon the effect of any ballots or other vote irregularly or indecisively marked or cast, to rule upon all other questions that may arise relating to member voting and the election of Directors (including but not limited to the validity of Petitions of Nominations or the qualifications of candidates and the regularity of nomination and election of Directors), and to pass upon any protest or objection filed with respect to any election or to conduct affecting the results of any election. In the exercise of its responsibility, the Committee shall have available to it the advice of counsel provided by the Cooperative.

In the event a protest or objection is filed concerning any election, such protest or objection must be filed during, or within three (3) business days following the adjournment of the meeting in which the voting is conducted. The Committee shall thereupon be reconvened, upon Notice from its Chairman, not less than seven (7) days after such protest or objection is filed. The Committee shall hear such evidence as is presented by the protester(s) or objector(s), who may be heard in person, by counsel, or both, and any opposing evidence; and the Committee by a vote of a majority of those present and voting, shall, within a reasonable time, but not later than thirty (30) days after such hearing, render its decision, the result of which may be to affirm the election, to change the outcome thereof, or to set it aside.

The committee may not affirmatively act on any matter unless a majority of the Committee is present. The Committee's decision (as reflected by a majority of those actually present and voting) on all matters covered by this Section shall be final.

ARTICLE III

DIRECTORS

SECTION 1. General Powers.

The business and affairs of the Cooperative shall be managed by a board of seven (7) Directors which shall exercise all of the powers of the Cooperative except such as are by law or by the Articles of Incorporation of the Cooperative or by these Bylaws or as hereinafter amended, conferred upon or reserved to the members.

SECTION 2. Tenure.

The Directors of the Cooperative shall be divided into three (3) classes. Two (2) Directors shall constitute Class 1; three (3) Directors shall constitute Class II; and two (2) Directors shall constitute Class III. Directors shall be so nominated and elected so that Directors from Class I shall be elected for three (3) year terms at the next annual member meeting; Directors from Class II shall be elected for three (3) year terms at the next succeeding annual member meeting, and Directors from Class III shall be elected for three (3) year terms at the second succeeding annual member meeting, and the elections continuing thereafter in that order. Upon their election, Directors shall, subject to the provisions of the Bylaws with respect to the removal of Directors, 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 qualified.

If for any reason an election of Directors shall not be held at an 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 meeting or the next annual meeting of the members. Failure of an election for a given year shall allow the incumbents whose directorship would have been voted on to hold over only until the next member meeting at which a quorum is present.

SECTION 3. Director Qualifications.

A Director or director candidate must comply with this Bylaw.

(a) General Director Qualifications. To become and remain a Director, a Person must comply with the following general qualifications:

(1) be an individual;

(2) not have been previously removed or disqualified as a Director;

(3) while a Director, and during the five (5) years immediately before becoming a Director, not be convicted of, or plead guilty to, a felony or two (2) misdemeanors; or found guilty of any offense involving moral turpitude;

(4) not become an employee of the Cooperative for at least ten (10) years after termination of the director position;

(5) except as otherwise provided by the Board for good cause, attend at least two-thirds (2/3) of all Board Meetings during each twelve (12) month period; and

(6) not be an incumbent of an elected public office in connection with which a salary is paid.

(b) Membership Director Qualifications. To become and remain a Director, an individual must comply with the following membership qualifications:

(1) while a Director and during the one (1) year immediately before becoming a Director:

(A) be an unsuspended Member; and

(B) take service provided by the Cooperative within the cooperative service area.

(c) Independent Director Qualifications. To become and remain a Director, an individual must comply with the following independent qualifications:

(1) while a Director and during the ten (10) years immediately before becoming a Director, not be an employee of the Cooperative or an employee of an entity controlled by the Cooperative or in which the Cooperative owns a majority interest;

(2) while a Director, not be a close relative of a cooperative official, Director or cooperative employee;

(3) while a Director, not engage in any behavior, actions or activities that (i) subject either the Director or the Cooperative to ridicule or embarrassment; (ii) adversely affect the Director’s or the Cooperative’s reputation; (iii) interfere with or diminish the Director’s standing as a Cooperative ambassador and representative; or (iv) are contrary to the best interests of the Cooperative and its employees.

No person shall be eligible to become or remain a Director of, or to hold any other position of trust in the Cooperative who is under a legal disability as defined by law or is in any way employed by or financially interested in a competing enterprise or in business selling electric energy or supplies to the Cooperative.

(d) Director Disqualification. After being elected, designated, or appointed, if a Director does not comply with all general director qualifications, membership director qualifications, and independent director qualifications (collectively, “Director Qualifications”) existing when the Director was elected, designated, or appointed, then, except as otherwise provided by the Board for good cause, the Board shall disqualify the Director and the individual is no longer a Director if:

(1) the Board notifies the Director in writing of the basis for, and provides the Director an opportunity to comment regarding, the Board’s proposed disqualification; and

(2) within twenty (20) days after the Board notifies the Director of the proposed disqualification, the Director neither complies with nor meets the director qualification.

If a majority of Directors authorized by these Bylaws complies with the director qualifications and approves a Board action, then the failure of a Director to comply with the director qualifications does not affect the Board action.

SECTION 4. Vacancies.

Subject to the provisions of these Bylaws with respect to the filling of vacancies caused by the removal of Directors by the members when a quorum of the Board of Directors no longer remains, a vacancy occurring in the Board of Directors shall be filled by the affirmative vote of a majority of the remaining Board members for the unexpired portion of the term. The Director so elected by the Board must be a member in good standing and must possess the qualifications for Director specified in Section 3 of Article III of these Bylaws.

SECTION 5. Compensation.

Directors shall not receive any salary for their services as such, except that the Board of Directors may by resolution authorize Director's insurance coverage and a fixed sum for each day, or a portion thereof, spent on Cooperative business such as attendance at Director's meetings, authorized conferences, training programs or performing committee assignments. If authorized by the Board, Directors may also be reimbursed for expenses actually and necessarily incurred in attending to such Cooperative business. 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 and amount of compensation shall be specifically authorized by a vote of the members or the service by the Board member or his close relative shall have been certified by the Board as an emergency measure.

SECTION 6. Rules and Regulations.

The Board of Directors shall have the power to make and adopt such rules and regulations, not inconsistent with law, the Articles of Incorporation of the Cooperative, or these Bylaws, as it may deem advisable for the management, administration and regulation of the business and affairs of the Cooperative.

SECTION 7. Accounting System and Reports.

The Board of Directors shall cause to be established and maintained a complete accounting system, which, among other things, subject to applicable laws and rules and regulations of any jurisdictional regulatory body, shall conform to the electric utility generally accepted accounting principles. The Board of Directors shall, as soon as practical after the close of each fiscal year, cause to be made a full and complete audit of the accounts, books and financial condition of the Cooperative as of the end of such fiscal year. Such audit report shall be submitted to the members at the following Annual Meeting.

SECTION 8. Nominations.

It shall be the duty of the Board of Directors to appoint, not less than thirty (30) days nor more than one hundred and twenty (120) days before the date of the meeting of the members at which Directors are to be elected, a Committee on nominations consisting of not less than three (3) nor more than nine (9) members who shall be selected so as to give equitable representation on the Committee to the geographical areas served or to be served by the Cooperative. No officer or member of the Board of Directors shall be appointed a member of such Committee.

The Committee shall prepare and post at the principal office of the Cooperative at least twenty (20) days before the meeting a list of nominations for Director which may include a greater number of candidates than are to be elected. Such nominees at the time of nomination must be members in good standing and must possess the qualifications for Directors specified in Section 3 of Article III of these Bylaws.

Any fifteen (15) or more members may make other nominations in writing over their signatures not less than fifteen (15) days prior to the meeting and the Secretary shall post the same at the same place where the list of nominations made by the Committee is posted. Such nominees by petition must at the time of nomination be members in good standing and must possess the qualifications for Director specified in Section 3, Article III of these Bylaws.

The Secretary shall mail with the Notice of the meeting a statement of the number of Directors to be elected and showing separately the nominations made by the Committee on nominations and the nominations made by petition, if any.

SECTION 9. Election of Directors.

At each annual meeting of the members, Directors shall be elected by secret ballot by the members and, except as provided in the provision of Section 3 of Article III of these Bylaws, from among those members who are natural persons; PROVIDED, that, when the number of nominees does not exceed the number of Directors to be elected, secret balloting may be dispensed with respect to the election and voting may be conducted in any other proper manner. Directors shall be elected by a plurality of the votes cast unless the members in advance of any balloting resolve that a majority of the votes cast shall be required to elect, and this Bylaw provision shall be drawn to the attention of the members and explained to them prior to any balloting. Drawing by lot shall resolve, where necessary, any tie votes.

SECTION 10. Removal of Directors by Members.

Any member may bring one (1) or more charge(s) for cause against any one (1) or more Director(s) and may request the removal of such Director(s) by reason thereof by filing with the Secretary such charge(s) in writing together with a petition signed within sixty (60) days of the date of the petition by not less than two hundred (200) members or ten percent (10%) of all members, whichever shall be the greater, which petition calls for a special member meeting, the stated purpose of which shall be to hear and act on such charges. "Cause" for removal shall mean that the director is alleged to have committed an act or omission adversely affecting the business and affairs of the Cooperative and amounting to gross negligence, fraud or criminal conduct. Notwithstanding anything contained in these Bylaws, no more than three (3) Directors may be considered for removal within any twelve (12) month period.

Each page of the petition shall, in the forepart thereof, state the name(s) and the address(es) of the member(s) filing such charge(s), a verbatim statement of such charge(s) and the name(s) of the Director(s) against whom such charge(s) is (are) being made. If more than one (1) Director is sought to be removed, individual charges for removal shall be specific for each Director. 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 appears on such billings and shall state the date the member signed the petition.

If the Board of Directors determines that the petition complies with the requirements of these Bylaws and only if the Secretary certifies the authenticity and required number of signatures of the members, the charge(s) against the Director(s) shall be heard and considered by a panel of five (5) members appointed by the Board. The panel of members shall investigate such charge(s) and determine if such charges(s), if true, constitute cause for removal of the Director(s), as defined in these Bylaws. In the event a majority of the panel determines that such charge(s), if true, would constitute cause for removal, then the notice of the meeting of members at which such charges are to be considered shall be given. In the event a majority of the panel should fail to determine that the charge(s) constitute cause for removal, but at least two (2) members determine and so indicate by written ballot that such charge(s), if true, constitute cause for removal, then, upon the written request of the member(s) making the charge(s), such charge(s) shall be reconsidered by another panel of five (5) members appointed by the Board of Directors. If a majority of the members of the second panel finds the charge(s), if true, constitute cause for removal then the notice of the meeting of the members at which such charge(s) are to be considered shall be given. If a majority of the second panel fails to find that the charge(s), if true, constitute cause for removal, the charge(s) shall be dismissed.

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 the purpose of the meeting shall be contained in the Notice of the meeting to the members not less than ten (10) days nor more than thirty (30) days to the member meeting at which the charge(s) shall be considered; provided, that the Notice shall set forth only ten (10) of the names (in alphabetical order) of the member(s) filing one (1) or more charges, if ten (10) or more members file the same charge(s) against the same Director(s). Such Director(s) shall be informed in writing of the charge(s) after they have been determined to have been validly filed and at least thirty (30) days prior to the meeting of members at which the charge(s) are to be considered.

If charge(s) against Directors are determined by a panel to constitute cause for removal if true, a meeting of members to consider such charge(s) shall be called not less than sixty (60) nor more than ninety (90) days following such panel's determination. At such meeting of the members, Director(s) so charged shall have the opportunity to be heard in person, by witnesses, by counsel, or any combination of such, and to present evidence in respect of the charge(s). The person(s) bringing the charge(s) shall have the same opportunities, but must be heard first.

The question of removal of such Director(s) shall, separately for each if more than one(1) had been charged, be considered and voted upon at such meeting.

PROVIDED however, 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 presentation, documents, or otherwise. Any vacancy created by removal of such Director(s) shall be filled at the next regular or special board meeting as set forth in Article III, Section 4.

In the event after removal of Director(s) at such meeting a quorum of Directors fails to remain, any vacancy will then be filled by election by members at a special member meeting to be called not less than sixty (60) days nor more than seventy-five (75) days after such removal with nominations being made pursuant to the procedures for nominations set forth in Section 9 of Article III of these Bylaws.

Nothing contained herein, however, shall affect in any manner whatsoever the validity of any action taken at any meeting of the Board of Directors.

SECTION 11. "Close Relative" Defined.

As used in these Bylaws, "Close Relative" means a person who, by blood, or in law, including half, foster, step and adoptive kin is either a spouse, child, grandchild, parent, grandparent, brother or sister of the principal.

SECTION 12. Suspension of Directors.

Any Director absent for any three (3) consecutive regular meetings of the Board of Directors without legitimate excuses acceptable to the majority of the remaining Directors shall be automatically suspended from serving on the Board of Directors subject to reinstatement by unanimous consent of the remaining Directors, provided however such reinstatement is effective before a new Director shall have been appointed or elected.

SECTION 13. Catastrophic Loss of Board Members and Quorum During Catastrophe.

The loss of five (5) or more Board members arising from an event of natural or human origin shall be deemed a catastrophic loss of Board members. In the event of a catastrophic loss of Board members, the remaining Board members shall appoint, within one hundred twenty (120) days, individuals qualified to serve as Board members pursuant to Article 3, Section 3 hereof from each of the director positions which suffered a loss of a Board member, keeping in mind the principle of equitable geographic representation. Board members so appointed shall serve until the next annual meeting of the membership, at which time all Board positions appointed under this Section shall stand for election. In the event of a catastrophic loss wherein two (2) or less Board members remain, the remaining Board member(s), or if no Board remains, the highest ranking Cooperative staff member, shall call a special meeting of the membership within ninety (90) days of the occurrence of the vacancy to elect the applicable number of Board members to fill the vacant positions in accordance with all provisions of these Bylaws wherein these specially elected Board member(s) shall serve until the next regularly scheduled annual meeting of the membership at which time all such appointed positions shall stand for election.

In the event of a catastrophic loss as defined within this Section, the traditional quorum requirements are simplified pending the appointment of new Board members, in order to allow the remaining Board members to meet and conduct business. All action of the Board during this time period, shall stand for ratification at the next Board meeting wherein a traditional quorum is present.

ARTICLE IV

MEETINGS OF DIRECTORS

SECTION 1. Regular Meetings.

A regular monthly meeting of the Board of Directors shall be held at the date, time and place as the Board of Directors may provide by Resolution. Such regular monthly meetings may be held without notice other than such Resolutions fixing the date, time and place thereof except when business to be transacted thereat shall require special notice; provided, that if a policy therefore is established by the Board, the President may change the date, time or place of a regular monthly meeting for a good cause and upon not less than five (5) days notice to all Directors.

SECTION 2. Special Meetings.

Special meetings of the Board of Directors may be called by the President, Board Resolution, or by any three (3) Directors, and it shall be the duty of the Secretary to cause Notice of such meeting to be given as hereinafter provided. The Board, the President, or the Directors calling the meeting shall fix the date, time and place for the meeting. Special meetings, upon proper notice as otherwise provided in Article IV, Section 3 of these Bylaws may be also held via telephone conference call without regard to the actual location of the Directors at the time of such telephone conference meeting, if all of the Directors consent thereto.

SECTION 3. Notice of Directors’ Meetings.

Written notice of the date, time, place (or telephone conference call) of any special meeting of the Board and, when the business to be transacted thereat shall require such, of any regular meeting of the Board, shall be delivered to each Director not less than five (5) days prior thereto personally or by mail, electronic facsimile telephone transmission, or electronic transmission, including e-mail and text messaging, by or at the direction of the Secretary or, upon a default in this duty by the Secretary, by him or those calling it in the case of a special meeting or by any Director in the case of a meeting whose date, time and place have already been fixed by Board Resolution. If mailed, such Notice shall be deemed delivered when deposited in the United States mail, addressed to the Director at his residence as it appears on the records of the Cooperative, with first class postage thereon prepaid, and postmarked at least five (5) days prior to the meeting date. If sent by electronic facsimile telephone transmission or electronic transmission such as e-mail or text messaging, such Notice shall be deemed delivered when transmission is physically and mechanically initiated, sent to the Director via his contact information as it appears on the records of the Cooperative, at least five (5) days prior to the meeting date.

SECTION 4. Quorum.

The presence in person of a majority of the Directors shall be required for the transaction of business and the affirmative vote of a majority of the Directors present shall be required for any action to be taken except as otherwise provided by law, the Articles of Incorporation, or these Bylaws, or as may be amended. If less than a quorum is present at the meeting, a majority of the Directors present may adjourn the meeting from time to time, but shall cause the absent Directors to be duly and timely notified of the date, time and place of such adjourned meeting.

SECTION 5. Telephonic or Electronic Participation in Board Meeting.

For good cause and with the approval of the Board of Directors, a Regular Board Meeting, Special Board Meeting, or meeting of members of any committee designated by the Board (each a “Board Meeting”), may be conducted with one or more Directors participating but not physically present, through a means of communication by which all Directors participating in the Board Meeting may simultaneously hear, reasonably and verifiably identify themselves, and generally simultaneously and instantaneously communicate with each other. Participation in a meeting pursuant to this Section shall constitute ‘presence in person’ of the Director for all purposes, including the ability to deliberate and vote on all matters presented during such meeting.

When deemed appropriate and with the consent of the Board of Directors, telephonic or electronic participation in a Board Meeting is exempt from the notice requirements specified in this Article.

ARTICLE V

OFFICERS

SECTION 1. Number and Title.

The officers of the Cooperative shall be a President, Vice-President, Secretary, and Treasurer, and such other officers as may from time to time be determined by the Board of Directors. The offices of the Secretary and Treasurer may be held by the same person.

SECTION 2. Election and Term of Office.

The officers named in Section 1 above shall be elected by majority vote, secret written ballot, annually, and without prior nomination, by and from the Board of Directors at the first meeting of the Board held after the annual meeting of the members. If the election of such officers shall not be held at such meeting, it shall be held as soon thereafter as conveniently may be. Each such officer shall hold office until the meeting of the Board first held after the next succeeding annual meeting of the members or until his successor shall have been duly elected and shall have qualified, subject to the provisions of the Bylaws with respect to the removal of Directors and to the removal of officers by the Board of Directors.

SECTION 3. Removal of Officers and Agents.

Any officer, agent or employee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interest of the Cooperative will thereby be served.

SECTION 4. Vacancies.

A vacancy in any office elected or appointed by the Board of Directors shall be filled by the Board of Directors for the unexpired portion of the term.

SECTION 5. President.

The President shall:

(a) be the principal executive officer of the Cooperative and shall preside at all meetings of the Board of Directors, and unless determined otherwise by the Board of Directors, at all meetings of the members;

(b) sign, with the Secretary, Certificates of Membership, the issue of which shall have been authorized by resolution of the Board of Directors and may sign any deed, mortgage, deeds of trust, notes, bonds, contracts, or other instruments authorized by the Board of Directors to be executed, except in cases in which the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Cooperative, or shall be required by law to be otherwise signed or executed; and

(c) in general, performs all duties incident to the office of the President and such other duties as may be subscribed by the Board of Directors from time to time.

SECTION 6. Vice-President.

In the absence of the President, or in the event of his inability or refusal to act, the Vice-President shall perform the duties of President, and when so acting shall have all the powers of and be subject to all restrictions upon the President and shall perform such other duties as from time to time may be assigned to him by the Board of Directors.

SECTION 7. Secretary.

The Secretary shall:

(a) keep, or cause to be kept, the minutes of meetings of members and of the Board of Directors in one (1) or more books provided for that purpose;

(b) see that all notices are duly given in accordance with these Bylaws or as required by law;

(c) be the custodian of the Corporate Records and of the seal of the Cooperative and see that the seal of the Cooperative is affixed to all Certificates of Membership prior to the issue thereof and to all documents, the execution of which on behalf of the Cooperative under its seal, is duly authorized in accordance with the provisions of these Bylaws or is required by law;

(d) keep, or cause to be kept, a Register of the name and post office address of each member, which address shall be furnished to the Cooperative by such member;

(e) sign, with the President, Certificates of Membership, the issue of which shall have been authorized by the Board of Directors;

(f) have general charge of the books of the Cooperative in which a record of the members is kept;

(g) keep on file at all times a complete copy of the Cooperative's Articles of Incorporation and Bylaws, together with all amendments thereto, which copies shall always be open to the inspection of any member; and

(h) in general, performs all duties incident to the office of the Secretary and such other duties as from time to time may be assigned to him by the Board of Directors.

SECTION 8. Treasurer.

The Treasurer shall:

(a) have charge and custody of and be responsible for all funds and securities of the Cooperative;

(b) receive and give receipts for monies due and payable to the Cooperative from any source whatsoever and deposit or invest all such monies in the name of the Cooperative in such bank or banks or in such financial institutions or securities as shall be selected in accordance with the provisions of these Bylaws; and

(c) in general, performs all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board of Directors.

SECTION 9. Delegation of Secretary and Treasurer Responsibilities.

Notwithstanding the duties, responsibilities, and authorities of the Secretary and the Treasurer herein before provided in Sections 7 and 8 of Article V, the Board of Directors by Resolution may, except as otherwise limited by law, dele2ate, wholly or in part, the responsibility and authority for and the regular and routine administration of one (1) or more of each of such officer's duties to one

(1) or more agents, other officers or employees of the Cooperative who are not Directors. To the extent that the Board does so delegate with respect to any such officer, that officer as such shall be released from such duties, responsibilities and authorities.

SECTION 10. General Manager.

The Board of Directors may appoint a Manager who may be, but who shall not be required to be, a member of the Cooperative. The Manager shall perform such duties as the Board of Directors may, from time to time, require of him and shall have such authority as the Board of Directors may, from time to time, vest in him. The Board may, in its discretion, from time to time, amend or provide additional titles to the Manager to more accurately reflect his/her duties and/or responsibilities.

SECTION 11. Bonds.

The Board of Directors shall require the Treasurer and any other officer, agent, or employee of the Cooperative charged with the responsibility for the custody of any of its funds or property to give bonds in such sums and with such surety as the Board of Directors shall determine. The Board of Directors, in its discretion, may also require any other officer, agent or employee of the Cooperative to give bonds in such amounts and with such surety as it shall determine. The cost of all such bonds shall be borne by the Cooperative.

SECTION 12. Compensation and Indemnification.

The compensation of officers, agents and employees shall be fixed or a plan therefore approved by the Board of Directors subject to the provisions of these Bylaws with respect to the compensation of Directors and close relatives of Directors. The Cooperative shall indemnify present and former Directors, officers, general managers, agents, and employees against liability to the extent that their acts or omissions constituting the grounds for alleged liability where performed in their official capacity and, if actionable at all, were based upon good faith business judgments in the belief that the acts or omissions were in the best interest of the Cooperative or were not against the best interest of the Cooperative. The Cooperative may purchase insurance to cover such indemnification.

SECTION 13. Reports.

The officers of the Cooperative shall submit, at each Annual Meeting of the members, reports covering the business of the Cooperative for the previous fiscal year and showing the condition of the Cooperative at the close of such fiscal year.

ARTICLE VI

FINANCIAL TRANSACTIONS

SECTION 1. Contracts.

Except as otherwise provided in these Bylaws, The Articles of Incorporation or by statute, the Board of Directors may authorize any officer or officers, agent or agents, to enter into contracts to execute and deliver any instrument in the name and on behalf of the Cooperative and such authority may be general or confined to specific instances.

SECTION 2. Checks, Drafts and Other Documents.

All checks, drafts or other orders for the payment of money, and all notes, bonds or other evidences of indebtedness issued in the name of the Cooperative, shall be signed or countersigned by such officer or officers, agent or agents, employee or employees of the Cooperative and in such manner as shall, from time-to-time, be determined by Resolution of the Board of Directors.

SECTION 3. Deposits and Investments.

All funds of the Cooperative shall be deposited or invested from time to time to the credit of the Cooperative in such bank or banks or in such financial securities or institutions as the Board of Directors may select.

ARTICLE VII

MEMBERSHIP CERTIFICATES

SECTION 1. Certificates of Membership.

Membership in the Cooperative shall be evidenced by a Certificate of Membership which shall be in such form and shall contain such provisions as shall be determined by the Board of Directors

not contrary to, or inconsistent with the Articles of Incorporation or these Bylaws. Such Certificates may be signed by the President and by the Secretary of the Cooperative, and may be delivered by electronic transmission.

SECTION 2. Issue of Membership Certificates.

No Membership Certificate shall be issued for less than the membership fee fixed by the Board of Directors nor until such membership fee, any required service security deposits, facilities extension deposits, service connection fees, or contributions-in-aid of construction have been fully paid.

SECTION 3. Lost Certificates.

In case of a lost, destroyed or mutilated Certificate, a new Certificate may be issued therefore upon such terms and such indemnity to the Cooperative as the Board of Directors may prescribe.

ARTICLE VIII

REVENUES AND RECEIPTS

SECTION 1. Interest or Dividends on Capital Prohibited.

The Cooperative shall, at all times, be operated on a cooperative, non-profit basis for the mutual benefit of its patrons. No interest or dividends shall be paid or payable by the Cooperative on any capital furnished by its patrons.

SECTION 2. Patronage Capital in Connection with Furnishing Electric Energy.

In the furnishing of electric energy, the Cooperative's operations shall be so conducted that all patrons will, through their patronage, furnish capital for the Cooperative. In order to induce patronage and to assure that the Cooperative will operate on a non-profit basis, the Cooperative is obligated to account on a patronage basis to all its patrons for all amounts received and receivable from the furnishing of electric energy in excess of operating costs and expenses properly chargeable against the furnishing of electric energy. All such amounts in excess of operating costs and expenses at the moment of receipt by the Cooperative are received with the understanding that they are furnished by the patrons as capital. The Cooperative is obligated to pay by credits to a capital account for each patron all such amounts in excess of operating costs and expenses. The books and records of the Cooperative shall be set up and kept in such manner that at the end of each fiscal year the amount of capital, if any, so furnished by each patron is clearly reflected and credited in an appropriate record to the capital account of each patron, and the Cooperative shall, within a reasonable time after the close of the fiscal year, notify each patron of the amount of capital so credited to his account with respect to such fiscal year. All such amounts credited to the capital account of any patron shall have the same status as though they had been paid to the patron in cash in pursuance of a legal obligation to do so and the patron had then furnished the Cooperative corresponding amounts for capital.

Margins from Non-patronage Business: All other amounts received by the Cooperative from its operations in excess of costs and expenses shall, insofar as permitted by law, be first determined by the Board of Directors as to the nature of the income as to whether it is patronage-related, or from non-patrons, and be

(a) used to offset any losses incurred during the current or any prior fiscal year

(b) retained as capital not assignable to the members except in the event of dissolution, or

(c) to the extent not needed for such purposes, allocated to its patrons on a patronage basis, at the discretion of the Board of Directors, and any amount so allocated shall be included as a part of the capital credited to the accounts of patrons as herein provided.

In the event of dissolution or liquidation of the Cooperative, after all outstanding indebtedness of the Cooperative shall have been paid, outstanding capital credits shall be retired without priority on a pro rata basis before any payments are made on account of property rights of members. If, at any time prior to the dissolution or liquidation of the Cooperative, the Board of Directors shall determine that the financial condition of the Cooperative will not be impaired thereby, then, subject only to such rules, regulations or restrictions imposed upon the Cooperative with respect thereto by the Internal Revenue Service, or by the National Rural Utilities Cooperative Finance Corporation, the capital then credited to patrons' accounts for any one (1) or more fiscal years of the Cooperative may be retired in full or in part. After January 1, 1988, the Board of Directors shall determine the method, basis, priority and order of retirement, if any, for all amounts heretofore and hereafter furnished as capital.

The Cooperative, before retiring any capital credited to any patron's account, shall deduct therefrom any amount owing by such patron to the Cooperative, together with interest thereon at the Texas legal rate on judgments in effect when such amount became overdue.

Capital credited to the account of such patron shall be assignable only on the books of the Cooperative pursuant to written instructions from the assignor and only to successors in interest, or successors in occupancy, in all or a part of such patrons' premises serviced by the Cooperative unless the Board of Directors acting under policies of general application, shall determine otherwise.

The patrons of the Cooperative, by dealing with the Cooperative, acknowledge that the terms and provisions of the Articles of Incorporation and Bylaws, and as such may be hereinafter amended, shall constitute and be a contract between the Cooperative and each patron, and both the Cooperative and the patron are bound by such contract, as fully as though each patron had individually signed a separate instrument containing such terms and provisions. The provisions of this Article of the Bylaws shall be called to the attention of each patron of the Cooperative by posting in a conspicuous place in the Cooperative's office.

SECTION 3. Assignment of Capital.

Any such retirements of capital shall be made in order of priority as may be determined by the Board of Directors. Any attempt to assign or transfer the capital credited to the account of a patron pursuant to state or federal law is subject to a right of first refusal vested in the Cooperative for a period of sixty (60) days following notice to the Cooperative of a proposed transfer of such capital to the extent the Cooperative meets any compensation terms of the proposed transfer.

SECTION 4. Capital/Debt Offset.

The Cooperative before retiring any capital credits to any patron’s account, shall deduct therefrom any amount owing by such patron to the Cooperative, together with interest therefor at the Texas legal rate on judgments in effect, when such amounts became past due, compounded annually.

ARTICLE IX

WAIVER OF NOTICE

Any member or Director may waive in writing any notice of a meeting required to be given by these Bylaws. The attendance of a member or a Director at any meeting shall constitute a Waiver of Notice of such meeting by such member or Director, except in case a member or Director shall attend a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting has not been lawfully called or convened.

ARTICLE X

DISPOSITION OF PROPERTY

The Cooperative may not sell, mortgage, lease or otherwise dispose of or encumber any of its property other than;

(a) property which in the judgment of the Board of Directors neither is nor will be necessary nor useful in operating and maintaining the Cooperative system and facilities; provided, however, that all sales of such property shall not in any one (1) fiscal year exceed in value ten percentum (10%) of the value of all of the property of the Cooperative;

(b) services of all kinds, including electric energy; and

(c) personal property acquired for resale, unless such sale, mortgage, lease or other disposition of encumbrances is authorized at a meeting of the members of the Cooperative and the Notice of such proposed sale, mortgage, lease or other disposition or encumbrance shall have been contained in the Notice of the meeting and is approved by the affirmative vote of at least twothirds (2/3rds) of the total members of the Cooperative; provided, however, that notwithstanding anything herein contained, the Board of Directors, without further authorization by the members shall have full power and authority to borrow money from the United States of America or any agency or instrumentality thereof, and any national financing institution, organized on a Cooperative plan for the purpose of financing its members; programs, projects and any undertakings, in which the corporation holds membership, or from any other financing or lending entities, and in connection with which such borrowing to authorize the making and issuance of bonds, notes or other evidences of indebtedness and, to secure the payment thereof, to authorize the execution and delivery of a mortgage or mortgages, or a deed or deeds of trust upon, or the pledging or encumbrancing of any or all of the property, assets, rights, privileges, licenses, franchises and permits of the corporation, wherever situated, all upon such terms and conditions as the Board of Directors shall determine.

In the event such proposed sale, mortgage, lease as Lessor, lease-sale, consolidation pursuant to Article 161.201, Texas Utilities Code or other disposition or encumbrance is deemed by a two-thirds vote of the entire Board of Directors of the Cooperative as favorable and not adverse or hostile, and such transaction is to be with one or more electric cooperatives organized and operating under Texas Electric Cooperative Corporation Act who have not previously adopted a conversion plan for converting to a "for-profit" status, the number or percentage of the Cooperative's members who must affirmatively vote for the transaction in order to authorize it shall be a simple majority of the members present in person at the meeting where the transaction's approval is brought to a vote or as may be specified in Section 161.2,01 of the Texas Utilities Code, if applicable. Otherwise, such transaction must be approved by the affirmative vote of two-thirds of the total members of the Cooperative or as set out in Section 161.201, Texas Utility Code, if applicable.

Except as hereinafter provided, in addition to the provisions contained in (a), (b), and (c) above, no sale, lease, lease-sale exchange or other disposition of all or a substantial portion of the Cooperative's assets to any other entity shall be authorized except in conformity with the following:

1. If the Board of Directors looks with favor upon any proposal for such sale, lease, lease-sale, exchange or other disposition, it shall first cause three (3) independent appraisers, expert in such matters, to render their individual opinions as to the value of the Cooperative with respect to such a sale, lease, lease-sale, exchange or other disposition and as to any other terms and conditions which should be considered. The three (3) such appraisers shall be designated by a District Court Judge for the Judicial District in Texas in which the Cooperative's headquarters are located. If such Judge refuses to make such designation, they shall be made by the Board of Directors.

2. If the Board of Directors, after receiving such appraisals (and other terms and conditions which are recommended, if any) determines that the proposal should be submitted for consideration by the members, it shall first give every other electric cooperative corporation cited and operating in the State of Texas (which has not made such an offer for such sale, lease, lease-sale, exchange or other disposition) an opportunity to submit competing proposals. Such an opportunity shall be in the form of a written Notice to such electric Cooperatives, which Notice shall be attached to a copy of the proposal which the Cooperative has already received and a copy of the reports of the three (3) appraisers. Such electric cooperative corporation shall be given not less than thirty (30) days during which to submit competing proposals, and the actual minimum period within which proposals are to be submitted shall be stated in the written notice given to them.

3. If the Board then determines that favorable consideration should be given to the initial or any subsequent proposal which has been submitted to it, it shall notify the members, expressing in detail each of any such proposals, and shall call a special meeting of the members for consideration thereof, which meeting shall not be held sooner than ninety (90) days after the giving of such Notice to the members; provided, that consideration thereof by the members may be given at the next annual member meeting if the Board so determines and if such annual meeting is not held sooner than ninety (90) days after the giving of such Notice.

4. Any fifty (50) or more members, by so petitioning the Board not less than thirty (30) days prior to the date of such special or annual meeting, may cause the Cooperative, with the cost to be borne by the Cooperative, to mail to all members any opposing or alternative positions which they may have to the proposals that have been submitted or any recommendations that the Board has made.

Provided, however, the foregoing provision contained in (1), (2), (3) and (4) above shall not apply to a sale, lease, lease-sale, exchange or other disposition or consolidation to or with one or more electric cooperative corporations operating under the Electric Cooperative Corporation Act of Texas, who have not previously adopted a conversion plan for converting to a "for profit" status and such transaction has been deemed by an affirmative vote of at least two-thirds (2/3) of the Board of Directors as favorable and not adverse or hostile, if the substantive effect thereof is to merge or consolidate with one or more of such electric cooperative corporations.

ARTICLE XI

FISCAL YEAR

The fiscal year of the Cooperative shall begin the first day of January of each year and end on the thirty-first day of December of the same year.

ARTICLE XII

MEMBERSHIP IN OTHER ORGANIZATIONS

The Directors shall have full power and authority to authorize the Cooperative to purchase stock in or to become a member of any corporation or cooperative for the purpose of engaging in or furthering the cause of rural electrification or in any other organization which is believed to be in the best interest of the Cooperative.

ARTICLE XIII

SEAL

The corporate seal of the Cooperative shall be in the form of a circle and shall have inscribed thereon the name of the Cooperative and the words "CORPORATE SEAL, TEXAS.”

ARTICLE XIV

AMENDMENTS

The Bylaws may be altered, amended or repealed by not less than the affirmative vote of twothirds (2/3) of all of the Board of Directors at any regular or special meeting provided the Notice of such meeting shall have contained a copy of the proposed alteration, amendment or repeal.

ARTICLE XV

RULES OF ORDER

Parliamentary procedure at all meetings of the members, of the Board of Directors, of any committee provided for in these Bylaws, and of any other committee of the members or the Board of Directors, which may from time to time be duly established, shall be governed by the most recent edition of Robert's Rules of Order, except to the extent such procedure is otherwise determined by law or by the Cooperative's Articles of Incorporation or Bylaws. As an aid, the presiding officer of any such meeting may refer to the newest edition of Parliamentary Procedure At A Glance, by O. Garfield Jones. However in the event of conflicting rules or procedure, if any, the most recent edition of Robert’s Rules of Order shall be controlling.

Re-adopted ...9/17/70

Amended…. .5/22/74 Deletion of Article VII, Section 4,

Estate of Deceased Patrons.

Amended……3/19/76 Article IV, Section 3. To change

The time of appointment of Nominating Committee.

Amended …..6-22-77 General clean-up of language.

Amended..….4-26-78 Article IV, Section 2.

Qualification for Directors.

Article VI, Section 13. Delegation of Secretary's and Treasurer's responsibilities.

Amended …..8-27-80 Article IV, Section 2, Paragraph 2.

Election of Directors by plurality vote.

Article VII, Section 2, Paragraph 2. Payment of Capital Credits

Amended .….7-28-82 Article IV, Section 3,

Qualifications for Nominations.

Amended …..1-16-83 Article IV, Section 3,

Qualifications for Nominations.

Amended .….4-01-86 Revision

Amended ….12-1-87 Article VIII, Section 2. Patronage Capital

Article V, Section 7, Secretary.

Article V, Section 8, Treasurer.

Amended .….9-05-89 Article III, Section 9, Nominations.

Amended .….6-07-94 Article III, Section 3,

Qualifications of Directors.

Amended …..2-07-95 Introduction

Article II, Section 5, Voting

Article III, Section 10, Election of

Directors

Article III, Section 11, Removal of

Directors by Members

Amended.…12-02-97 Article II, Section 6, Order of

Business

Article III, Section 7, Accounting

System and Reports

Article III, Section 8, Change in

Rates (delete)

Article III, Section 9, 10, 11, 12 and 13 (re- number)

Article VIII, Section 2, Patronage Capital

Article XII, Membership in Other Organizations

Amended….12-05-00 Article 1, Section 1, Qualifications and Obligations

Article 1, Section 5 (a) and 5 (c)

Suspension, Termination and

Expulsion of Members

Article X, Disposition of Property

Amended…...11-04-08 Article XV, Rules of Order

Amended ……6-5-12 Revision

Amended…….5-2-19 Article VIII, Section 2, Patronage Capital in Connection with Furnishing Electric Energy

Amended…….3-7-23 Article IV, Added Section 5

Amended…….6-6-23 Article III, Section 8 – removed reference to nominations from the floor

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