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Bylaws of Southwestern Electric Cooperative, Inc.
Greenville, Illinois
Amended September 11, 2004

SECTION 1: PREAMBLE, CONSTRUCTION AND DEFINITIONS
SECTION 2: MEMBERSHIP
SECTION 3: MEMBERSHIP TERMINATION AND SUSPENSION
SECTION 4: MEETINGS OF MEMBERS, VOTING AND ELECTIONS
SECTION 5: MEMBERS
SECTION 6: MEETINGS OF THE BOARD OF DIRECTORS
SECTION 7: OFFICERS
SECTION 8: NON-PROFIT, COOPERATIVE OPERATION, & NOTICE OF CONTRACT
SECTION 9: DISPOSITION AND PLEDGING OF ASSETS; DISTRIBUTION OF
SURPLUS ASSETS ON DISSOLUTION
SECTION 10: MISCELLANEOUS

SECTION 1: PREAMBLE, CONSTRUCTION AND DEFINITIONS:

A. Preamble: The corporate purpose and goal of Southwestern Electric

Cooperative, Inc., is, in accordance with and through the exercise of

authority granted by the laws of the State of Illinois, the Cooperative’s

Articles of Incorporation and these Bylaws, to provide energy and other

services to its Members at the lowest cost consistent with sound economy

and prudent management, and to operate on a cooperative, non-profit

basis for the benefit of its members. The Cooperative shall not be

operated for pecuniary profit either to itself or to its Members.

B. Rules of Construction:

1. Capitalized terms used in this Agreement shall have the meanings

specified in Section 1(C).

2. The singular shall include the plural and the masculine shall include

the feminine and neuter.

3. The term “day” shall mean calendar day, the term “month” shall mean

a calendar month, and the term “year” shall mean a calendar year,

unless specifically stated otherwise.

4. Any reference to a Member shall be deemed to exclude Associate

Members.

5. All accounting terms not specifically defined herein shall be construed

in accordance with generally accepted accounting principles in the

United States of America, consistently applied.

C. Definitions:

1. “Person” shall mean any natural person, firm, association,

corporation, trust, partnership, limited liability company, federal or

state agency, municipal corporation, political subdivision, body politic

or other similar entity.

2. “Natural Person” shall mean a human being.

3. “Board of Directors” shall mean a body of nine Natural Persons duly

qualified and elected by the Members to manage the business and

affairs of the Cooperative as provided for in Section 5 .

4. “Director” shall mean a Natural Person duly qualified and elected by

the Members to the Board of Directors.

5. “Member” shall mean any Person who has complied with the

provisions of Section 2A.

6. “Membership” shall mean the legal state of being a Member in the

Cooperative.

7. “Joint Membership” shall mean a Membership in the Cooperative held

by two or more Natural Persons, jointly and severally, in joint tenancy

together with the right of survivorship as recognized by the laws of the

State of Illinois.

8. “Individual Membership” shall mean any Membership in the

Cooperative held by a Person other than a Joint Membership.

9. “Cooperative” shall mean Southwestern Electric Cooperative, Inc.

10. “Bylaws” shall mean the Bylaws of the Cooperative as duly adopted

and amended, from time to time, by the Members.

11. “Articles of Incorporation” shall mean the Articles of Incorporation of

the Cooperative duly adopted and amended from time to time, by the

Members, and duly placed on file with the Illinois Secretary of State’s

Office.

12. “Close Relative” shall mean a Natural Person who, by blood or in law,

including step and adoptive kin, is either a spouse, child, grandchild,

parent, grandparent, brother, sister, aunt, uncle, nephew, or niece of a

Director, Officer, or employee of the Cooperative.

13. “Act” shall mean the Act, as amended from time to time.

SECTION 2: MEMBERSHIP

A. Qualifications: The Cooperative shall offer Membership in the

Cooperative pursuant to the laws of the State of Illinois, the Articles of

Incorporation, and the Bylaws.

1. Membership: A Person shall be a Member of the Cooperative and

shall be entitled to the rights and benefits of Membership in the

Cooperative if such Person:

a. shall have made written application for Membership in the

Cooperative in such form as the Board of Directors shall, from

time to time, prescribe;

b. shall have agreed to purchase energy or other services from the

Cooperative as sold or offered for sale by the Cooperative on a

cooperative basis;

c. shall have agreed to comply with and be bound by the Bylaws

and the Articles of Incorporation and any and all rules,

regulations, rates, and policies duly adopted by the Board of

Directors;

d. shall have paid any and all fees, deposits and contributions

required by the Cooperative pursuant to the Bylaws; and,

e. such Person’s application for Membership in the Cooperative

shall have been accepted by the Board of Directors.

2. Classes of Members: Members shall be divided into two classes:

a. “Members”: A “Member” is a Person who has been accepted

by the Board of Directors for Membership in the Cooperative.

Such Members shall receive energy and other services from the

Cooperative, shall be entitled to vote at any meeting of the

Members of the Cooperative, shall have capital credits allocated

to his Membership, and, if such Member is a Natural Person, shall

be entitled to be elected a Director of the Cooperative, subject to

compliance with the qualifications stated in Section 5.

b. “Associate Members”: An “Associate Member” is a Person

who has applied for an Associate Membership in the Cooperative

and has been accepted by the Board of Directors as such

Associate Member of the Cooperative. Associate Members

shall not be entitled to purchase and/or receive energy or other services from the Cooperative, shall not be entitled to vote at any

meeting of the Members of the Cooperative, shall not be entitled

to be elected as a Director of the Cooperative and shall not be

entitled to have capital credits allocated to his Membership.

3. Fees, Deposits and Contributions: Membership fees, security

deposits, service charges, connection fees, or contributions in aid to

construction for Members shall be determined from time to time by

the Board of Directors, and the same shall be paid by the Member as

a condition precedent to Membership in the Cooperative.

4. Acceptance by Board of Directors: Upon complying with the

requirements of the Bylaws, all applications for Membership in the

Cooperative shall be accepted by the Board of Directors, and such

Person filing such application shall be granted Membership in the

Cooperative consistent with the Bylaws, and the rules, regulations,

rates, and policies of the Cooperative; provided, however, that if the

Board of Directors determine that such Person is not willing or able to

satisfy and abide by the Cooperative’s terms and conditions of

Membership as stated in the Bylaws or in the rules, regulations, rates,

and policies of the Cooperative, or that such Person should otherwise

be rejected for other good cause, then the Board of Directors may

elect to reject such Person’s application and deny Membership in the

Cooperative to such Person. If any Person whose application has

been submitted to the Board of Directors but not approved within a

period of sixty (60) days after filing such application with the

Board of Directors, then such Person may file a written request with

the Board of Directors not later than thirty (30) days before the next

meeting of the Members of the Cooperative requesting that his

application be submitted to and approved or disapproved by the

majority vote of the Members at such meeting. The requesting Person

shall be entitled to be present and heard at such meeting of the

Members.

B. Joint Membership: All applications for Membership filed by two or more

Natural Persons shall be deemed applications for Joint Membership, or if

one of them is already a Member, then such Member may request the

conversion of such Membership into a Joint Membership. All provisions

relating to the rights, powers, terms, conditions, obligations,

responsibilities and liabilities of Membership shall apply equally, severally

and jointly to such Natural Persons holding a Joint Membership, without

limiting the generality of the foregoing:

1. the presence at a meeting of the Members of either or both such

Natural Persons shall constitute the presence of one Member or a

joint waiver of notice of such meeting, as the case may be; and,

2. notice to or waiver of notice signed by either or both such Natural

Persons shall constitute suspension or termination of the Joint

Membership; and

3. suspension or termination in any manner of either or both such

Natural Persons shall constitute suspension or termination of the

Joint Membership, and

4. either, but not both concurrently, shall be eligible to serve as a

Director of the Cooperative, but only if both meet the qualifications

required therefore; and,

5. neither will be permitted to have additional service connections

except through their one Joint Membership; and,

6. upon the death of either Natural Person who is a party to a Joint

Membership, all right, title, interest and power in and to such Joint

Membership shall vest in and to the surviving Natural Person

(surviving Joint Member); provided, however, that the estate of the

decedent shall not be released from any debts due the Cooperative

by the decedent.

C. Member Obligations: In consideration of Membership in the Cooperative,

any and all Members shall:

1. Purchase of Energy or Services: Purchase from the Cooperative

energy or other services sold or offered for sale by the Cooperative

on a non-profit, cooperative basis for use by the Member on the

Member’s premises identified on the Member’s application for

Membership, unless and except to the extent that the Board of

Directors may in writing waive such requirement, and such Member

shall pay therefore at the times, and in accordance with the rules,

regulations, and rate schedules (including any monthly minimum

amount that may be charged without regard to the amount of electric

power and energy actually used) established, from time to time, by the Board of Directors and, if in effect, in accordance with the

provisions of any supplemental contract that may have been entered

into as provided for in the Bylaws. Production or use of energy or

services on such premises, regardless of the source thereof, by

means of facilities which shall be interconnected with Cooperative

facilities, shall be subject to appropriate regulations as shall be

established, from time to time, by the Cooperative. Each Member

shall pay all other amounts owed by him to the Cooperative as and

when they become due and payable. When a Member has more than

one 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, notwithstanding that the Cooperative’s

actual accounting procedures may not reflect such allocation and

proration.

2. Grant of Easements: Each member shall, upon being requested to

do so by the Cooperative, execute and deliver to the Cooperative

such easements or rights-of-way over, on and under such lands

owned or leased by the Member in accordance with such reasonable

terms and conditions as the Cooperative shall require for the

furnishing of distribution service to such Member or to other Members.

Each member shall participate in any required program that may be

established by the Cooperative to enhance the services being

furnished.

3. Compliance with Electrical Standards: Cause all premises receiving

energy or services pursuant to his Membership to become and to

remain wired in accordance with the specifications of the rules of the

Illinois State Fire Marshall’s office, the National Electric Code, any

applicable state code or local government ordinances and of the

Cooperative. Each Member shall be responsible for, and shall

indemnify and hold harmless the Cooperative and its Directors,

officers, employees, agents and independent contractors against

death, injury, loss or damage resulting from any defect in or improper

use or maintenance of such premises and all wiring and apparatuses

connected thereto or used thereon. Each Member shall make

available to the Cooperative a suitable site, as determined by the

Cooperative, to place the Cooperative’s physical facilities for the

furnishing and metering of energy or other service and shall permit

the Cooperative’s authorized employees, agents and independent

contractors to have access thereto safely and without interference

from hostile dogs or any other hostile source, for meter reading and

bill collecting and for inspection, maintenance, replacement,

relocation, repair or disconnection of such facilities at all reasonable

times. As part of the consideration for such service, each Member

shall not interfere with, impair the operation of, or cause any damage

to such facilities, and shall use his best efforts to prevent others from

so doing. Each Member shall also provide such protective devices to

his premises, apparatuses or meter base as the Cooperative shall

from time to time require in order to protect the Cooperative’s physical

facilities and their operation and to prevent any interference with or

damage to such facilities. In the event such facilities are interfered

with, impaired in their operation or damaged by the Member, or by

any other person when the Member’s reasonable care and

surveillance should have prevented such, the Member shall indemnify

and hold harmless the Cooperative and its Directors, officers,

employees, agent and independent contractors against death, injury,

loss or damage resulting there from, including but not limited to the

Cooperative’s costs of repairing, replacing or relocating any such

facilities and its loss, if any, of revenues resulting from the failure or

defective functioning of its meter equipment. The Cooperative shall,

however, in accordance with its applicable service rules and

regulations indemnify the Member for any overcharges for service

that may result from a malfunctioning of its metering equipment or

any error occurring in the Cooperative’s billing procedures. In no

event shall the responsibility of the Cooperative for furnishing energy

or other service extend beyond the point of delivery.

4. Compliance with Cooperative Rules: Each Member, by applying for

Membership with the Cooperative, agrees to comply with the Bylaws

and the rules, regulations, rates, and policies of the Board of

Directors.

SECTION 3: MEMBERSHIP TERMINATION AND SUSPENSION:

A. Suspension of Membership: Upon a Member’s failure, after the

expiration of the initial time limit prescribed either in a specific notice to

him or in the Cooperative’s generally publicized applicable rules and

regulations, to pay any amounts due the Cooperative or to cease any

other non-compliance with his Membership obligations, a Person’s

Membership, shall automatically be suspended, and such Member shall

not during such suspension be entitled to receive energy of other service

from the Cooperative or any other of his Membership rights. Payment of

all amounts due the Cooperative, including any additional charges

required for such reinstatement and/or cessation of any other

noncompliance with his Membership obligations within the final time limit

provided in such notice or rules and regulations shall automatically

reinstate the Membership, in which event the Member shall thereafter be

entitled to receive service from the Cooperative and to all other of his

Membership rights.

B. Termination of Membership:

1. By Expulsion: Upon failure of a suspended Member to be

automatically reinstated to Membership, as provided in Section 2(A),

such Member may, without further notice, but only after due hearing if

such is requested by such Member, be expelled by resolution of the

Board of Directors at any subsequently held regular or special

meeting of the Board of Directors. Any person so expelled may, by

delivering written notice to that effect to the Cooperative at least ten

(10) days prior to the next meeting of the Members, appeal to and be

present and heard at such Member meeting, at which the Members

may vote to approve or disapprove such expulsion, in which latter

event such Member’s Membership shall be reinstated retroactively to

the date of his expulsion. After any finally effective expulsion of a

Member, such Member shall not again become a Member of the

Cooperative except upon new application therefore duly approved as

provided in Section 2 of the Bylaws. The Board of Directors, acting

upon principles of general application in such cases, may establish

such additional terms and conditions for renewed Membership as it

determines to be reasonably necessary to assure the applicant’s

compliance with all Membership obligations.

2. By Withdrawal of Resignation: A Member may withdraw from

Membership upon such generally applicable conditions as the Board

of Directors shall prescribe or upon either (a) ceasing to (or, with the

approval of the Board of Directors, resigning his Membership in favor

of a new applicant who also shall) own or directly occupy or use all

premises being furnished service pursuant to his Membership, or (b)

except when the Board of Directors specifically waives such

condition, abandoning totally and permanently the service on such

premises.

3. By Death or Cessation of Existence: Except in the case of a Joint

Membership, the death of a Member who is a Natural Person shall

automatically terminate his Membership. The cessation of the legal

existence of any other Member shall automatically terminate such

Membership; provided, however, that upon the dissolution for any

reason of a partnership, or upon the death, withdrawal or addition of

any individual partner, such Membership shall continue to be held by

such remaining and/or new partner or partners as continue to own or

directly to occupy or use the premises being furnished service

pursuant to such membership in the same manner and to the same

effect as though such Membership had never been held by different

partners; provided further, that neither a withdrawing partner nor his

estate shall be released from any debts of the partner, the partnership

or the estate that are due the Cooperative.

C. Effect of Divorce: Upon the dissolution of marriage recognized under the

laws of the State of Illinois, the husband and wife’s Joint Membership shall

not terminate, but shall be deemed to be converted to an Individual

Membership transferred to that spouse as directed in the order of

dissolution of marriage entered by such court of competent jurisdiction;

provided, however, that if such order of dissolution of marriage does not

address the issue of the Membership, then absent a written agreement

between the husband and wife and the Cooperative, the Membership

shall be deemed to be converted to an Individual Membership and

transferred without further action to that spouse who is awarded or

otherwise maintains possession of the premises which is served by the

Cooperative and all right, title, interest and power in and to the capital

credits allocated to such Membership shall be deemed to be transferred to

such spouse, and all future capital credits shall be allocated to such

spouse; provided further, however, that if neither spouse receives or

otherwise maintains possession of the premises which is served by the

Cooperative for any other reason and the Cooperative’s service to said

premises is discontinued, then the Cooperative shall divide all right, title,

interest and power in and to the capital credits to such Membership

equally between the husband and wife.

D. Effect of Termination: Upon the termination in any manner of a

Member’s Membership, he or his estate, as the case may be, shall be

entitled to refund of his service security deposit, if any, theretofore paid to

the Cooperative, less any amounts due the Cooperative; but neither he

nor his estate, as the case may be, shall be released from any debts or

other obligations then remaining due the Cooperative. Notwithstanding the

suspension or expulsion of a Member, as provided for herein, such

suspension or expulsion shall not, unless the Board of Directors shall

expressly so elect, constitute such release of such person from his

Membership obligations as to entitle him to purchase from any other

person any service he had been receiving for use at the premises to

which such service has theretofore been furnished by the Cooperative

pursuant to such Membership.

E. Board Acknowledgement: Upon the termination of a Member’s

Membership for any reason, the Board of Directors, as soon as practical

after such termination is made known to it, shall by appropriate resolution

formally acknowledge such termination, effective as of the date on which

the Cooperative ceased furnishing service to such person. Upon

discovery that the Cooperative has been furnishing 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 4: MEETINGS OF MEMBERS, VOTING AND ELECTIONS:

A. Annual Meeting: For the purposes of electing Directors, hearing and

voting on issues duly submitted to the Members for a vote, hearing and

passing upon reports covering the previous fiscal year, and transacting

such other business as may properly come before the Members in

attendance, the Annual Meeting of the Members of the Cooperative shall

be held each year on such date at such place in one of the counties in

Illinois within which the Cooperative serves, and beginning at such hour,

as the Board of Directors shall from time to time determine; provided,

however, that for cause sufficient to it, the Board of Directors may fix a

different date for such annual meeting not more than thirty (30) days prior

to the day otherwise established for such annual meeting. It shall be the

responsibility of the Board of Directors to make adequate plans and

preparations for, and to encourage Member attendance at the annual

meeting. Failure to hold the annual meeting at the designated time and

place shall not work a forfeiture or dissolution of the Cooperative.

1. Notice and Waiver of Notice: Written notice of the place, day and

hour of the annual meeting and, in the case of a special meeting or of

an annual meeting at which business requiring special notice is to be

transacted, the purpose or purposes of the meeting shall be delivered

to each member not less than fifteen (15) days nor more than sixty

(60) days prior to the date of such meeting, either personally or by

mail, by or at the direction of the President or the Secretary and, in

the case of a special meeting, at the direction of him or those calling

the meeting. Any such notice delivered by mail may be included with

member service billings or as an integral part of the Cooperative’s

monthly newsletter. No matter the carrying of which, as provided by

law requires the affirmative votes of at least a majority of all the

Cooperative’s members shall be acted upon at any meeting of the

Members unless notice of such matter shall have been contained in

the notice of the meeting. 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 and postmarked at least

fifteen (15) days prior to the meeting date. In making such

computation, the date of the meeting shall not be counted. 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 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 objection shall notify the Secretary prior to or at the

beginning of the meeting of his objection.

2. Written Waiver of Notice: Any Member or Director may waive, in

writing, any notice of any Member meeting required to be given under

the Bylaws, or any notice otherwise required by law, either before or

after such notice is required to be given.

3. Quorum: Business shall not be transacted at any meeting of the

Members unless there are present in person at least one hundred fifty

(150) of the Cooperative’s Members, except that, if less than a

quorum is present at any meeting, a majority of those present in

person may, without further notice, adjourn the meeting to another

time and date not less than fifteen (15) days and not more than sixty

(60) days later and to any place in one of the counties of within which

the Cooperative serves; provided, however, that the Secretary shall

notify any absent Members of the time, date and place of such

adjourned meeting by delivering notice thereof as provided in the

Bylaws. At all meetings of the Members, whether a quorum be

present or not, the Secretary shall annex to the meeting minutes, or

incorporate therein by reference, a list of those Members who were

registered as present in person.

4. 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 be essentially as follows:

a. Report on the number of Members present in person in order to

determine the existence of a quorum;

b. Reading of the notice of the meeting and proof of the due giving

thereof, or of the waiver or waivers of notice of the meeting, as

the case may be;

c. Reading of unapproved minutes of previous meetings of the

members and the taking of necessary action thereon, unless

waived;

d. Presentation and consideration of reports of officers, directors

and committees;

e. Election of Directors;

f. Unfinished business;

g. New business; and

h. Adjournment.

Notwithstanding the foregoing, the Board of Directors or the Members

themselves may from time to time establish a different order of

business for the purpose of assuring the earlier consideration of and

action upon any item of business the transaction of which is

necessary or desirable in advance of any other item of business;

provided, however, that no business other than adjournment of the

meeting to another time and place may be transacted until and unless

the existence of a quorum is first established.

B. Special Meetings: A special meeting of the Members may be called by

the Board of Directors, by the President, by any six (6) directors, or by

petition signed by not less than ten percent (10%) of the Members, and it

shall there upon be the duty of the Secretary to cause notice of such

meeting to be given as provided in the Bylaws. Such a meeting shall be

held at such a place in a county within which the Cooperative serves, on

such date, not sooner than fifteen (15) days nor later than sixty (60) days

after the call for such meeting is made or a petition therefore is filed, and

beginning at such hour as shall be designated by him or those calling or

petitioning for the same.

C. Voting on Issues Duly Presented to the Members: The Board of

Directors may submit to the Members at any meeting of the Members one

or more questions or issues for consideration and voting by the Members;

provided, however, that notice shall be given of the submission of such

questions or issues to the Members in the notice of meeting referred to in

Section 4(A)(1) of the Bylaws. Except as prohibited by applicable law, the

Articles of Incorporation, or the Bylaws, at any meeting of the Members,

the Members may, by majority vote of the Members present at such

meeting, call any question or issue before the Members for consideration

and a vote. At all meetings of the Members, all duly submitted issues or

questions shall be decided by secret written ballot cast by the Members

present at such meeting of the Members of the Cooperative, and such

issue or question shall be determined by the affirmative vote of a majority

of the Members present, unless otherwise required by applicable law, the

Articles of Incorporation, or the Bylaws. In the voting on questions or

issues duly submitted to the Members for a vote at a meeting of the

Members of the Cooperative, each Member who is not in a status of

suspension as provided for in Section 3 of the Bylaws shall be entitled to

one vote upon each issue submitted to a vote at any meeting of the

Members.

D. Election of Directors: At each Annual Meeting of the Members of the

Cooperative, Directors shall be elected by secret written ballot cast

(except as otherwise provided in this section) by the Members present at

such annual meeting and qualified to vote under the terms and conditions

of the Bylaws. Such election shall be conducted as follows:

1. Appointment of Nominations Committee: The Board of Directors

shall appoint, not less than one hundred fifteen (115) nor more than

one hundred forty-five (145) days prior to the date of the Annual

meeting of the Members of the Cooperative, a Nominations

Committee which shall consist of nine (9) Natural Persons, three from

each Directorate District. Members of the Nominations Committee

shall not be employees, agents, officers, or Directors of the

Cooperative, shall not be known candidates for Director, and shall not

be Close Relatives of employees, agents, officers, Directors of the

Cooperative, or known candidates for Director.

2. Candidates Nominated by Nominations Committee: On or before

eighty-five (85) days prior to the Annual Meeting of the Members of

the Cooperative, the Nominations Committee shall:

a. Nominate as many Natural Persons who meet the qualifications

stated in Section 5B of these Bylaws as the Nominating

Committee deems desirable to be candidates for election to the

Board of Directors; and,

b. Post a list of the names of such Natural Persons so nominated by

the Nominations Committee at the principal place of business of

the Cooperative.

3. Candidates Nominated by Petition: In addition to those candidates

named by the Nominations Committee, any fifteen (15) or more

Members of the Cooperative may nominate such other Natural

Persons as candidates for election to the Board of Directors by filing

with the Secretary of the Cooperative not less than seventy-five (75)

days prior to the Annual Meeting of the Members of the Cooperative a

written petition bearing the signatures, names and addresses of at

least fifteen (15) Members of the Cooperative nominating such other

Natural Persons as candidates for election to the Board of Directors

and listing such candidates’ names, addresses, ages, and telephone

numbers. The Secretary of the Cooperative shall post such petition at

the principal places of business of the Cooperative where the list of

nominations made by the Nominations Committee was posted.

4. Notice to Members of Nomination of Candidates: The Secretary of the

Cooperative shall mail or cause to be mailed to the Members notice

of the Annual Meeting of the Members of the Cooperative at least

fifteen (15) days but not more than sixty (60) days before the date of

said annual meeting a statement of the names, addresses, ages, and

telephone numbers of all candidates nominated for election to the

Board of Directors. Such statement shall identify the Directorate

District to which such candidate may be elected, and such statement

shall identify which candidates were nominated by the Nominations

Committee and which candidates were nominated by petition filed by

Members of the Cooperative.

5. Credentials and Election Committee: The Board of Directors shall,

not less than thirty (30) days nor more than sixty (60) days before the

Annual Meeting of the Members of the Cooperative, appoint a

Credentials and Election Committee consisting of an uneven number

of Members numbering not less than three (3) nor more than nine (9).

Members of the Credentials and Election Committee:

a. Shall not be a Director, Member of the Nomination Committee, a

signatory to any petition filed by the Members nominating any

candidate for election to the Board of Directors, or an existing

Cooperative employee, agent, officer, or known candidate for

Director;

b. Shall not be a Close Relative of any Director, member of the

Nomination Committee, signatory to any petition filed by the

Members nominating any candidate for election to the Board of

Directors, or any existing Cooperative employee, agent, officer,

known candidates for Director.

In appointing the Credentials and Election Committee, the Board of

Directors shall have regard for the equitable representation of the

several areas served by the Cooperative. The Committee shall, prior

to the Annual Meeting of the Members of the Cooperative hold a

meeting. At such meeting, the Credentials and Elections Committee

shall:

a. Elect a chairman and secretary;

b. Establish or cause to be established and thereafter adopt

procedures for conducting Member registration;

c. Establish or cause to be established and thereafter adopt all

necessary ballots, or other voting measures deemed necessary to

conduct the election of candidates to the Board of Directors at the

Annual Meeting of the Members of the Cooperative; and

thereafter to pass and rule upon all questions that may arise with

respect to the registration of Members, to count all ballots or other

votes cast in any such election, to rule upon the effect of any

ballots or other ballots irregularly or indecisively marked or cast,

to rule upon all other questions that may arise relating to Member

voting and the election of candidates to the Board of Directors,

including but not limited to the validity of petitions of nomination,

qualifications of candidates, the regularity of the nomination and

election of candidates to the Board of Directors, and to pass upon

any protest or objection filed with respect to any such election or

conduct arising out of or in any way affecting such 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 or

matter arising out of or related thereto, such protest or objection

shall be filed with the Secretary of the Credentials and Election

Committee in writing not later than three (3) days following the

adjournment of the Annual Meeting of the Members of the

Cooperative in which such election was conducted. Such protest

or objection shall be filed in the form of a petition and shall

specifically state the nature of the protest or objection and shall

state with particularity all facts supporting or otherwise evidencing

such protest or objection. The Credentials and Election

Committee shall thereafter be reconvened at the direction of its

chairman within seven (7) days after such petition is duly filed,

and shall hold an evidentiary hearing on the petition and the

matters raised therein. The Credentials and Elections Committee