Bylaws

ARTICLE I - MEMBERSHIP

SECTION 1.01. ELIGIBILITY.

Any natural person, firm, association, corporation, business trust, partnership, Federal agency, State or political subdivision thereof, or any body politic (each hereinafter referred to as "person", Applicant", or "member" shall be eligible to become a member of, and receive electrical service from North Plains Electric Cooperative, Inc. (“the Cooperative").
No person shall hold more than one membership in the Cooperative.

SECTION 1.02. APPLICATION FOR MEMBERSHIP; RENEWAL OF PRIOR APPLICATION.

In an Application for Membership (“Application”), the applicant shall agree to purchase electrical power from the Cooperative and to be bound by, and comply with, the provisions of the Cooperative's Articles of Incorporation (“Articles”) and Bylaws. The Applicant shall also agree to comply with all rules, regulations and rate schedules promulgated or amended by the Cooperative under the Articles or Bylaws ("Membership Obligations").
The Application shall be made in writing on a form provided by the Cooperative. With respect to any particular classification of service, the Application shall be accompanied by a supplemental contract, executed by the Applicant on such form as is provided by the Cooperative.
The Application shall be accompanied by any service security deposit, service connection deposit or fee, facilities extension deposit, or contribution in aid of construction that may be required by the Cooperative. Any fees paid, shall be refunded if the Application is denied by the Cooperative’s Board of Directors.
Any former member of the Cooperative may, by the sole act of paying any outstanding balances due, plus accrued interest thereon, compounded annually, at the Texas legal rate on judgments in effect when such account first became past due, (plus any additional fees that may be required), renew and reactivate any prior BYLAWS — PAGE 2 Application for membership to the same effect as though the Application had been made on the date of such payment.

SECTION 1.03. SERVICE SECURITY AND FACILITIES EXTENSION DEPOSITS: CONTRIBUTION IN AID OF CONSTRUCTION.

The payment of: any service security deposit, service connection deposit or fee, facilities extension deposit, contribution in aid of construction or any combination thereof, if required by the Cooperative, shall entitle the member to one service connection.
A service connection deposit or fee, in such amount as shall be prescribed by the Cooperative (together with a service security deposit, a facilities extension deposit or contribution in aid of construction or any combination thereof, if required by the Cooperative), shall be paid by the member for each additional service connection requested by the member.

SECTION 1.04. JOINT MEMBERSHIP.

A married couple, by specifically so requesting, may be accepted into joint membership or, if one of them is already a member, may automatically convert such membership into a joint membership.
The words "member", "applicant", "person", as used in these Bylaws, shall include a husband and wife applying for or holding a joint membership, unless otherwise clearly distinguished in the text; and all provisions relating to the rights, powers, terms, conditions, obligations, responsibilities and liabilities of membership shall apply equally, severally and jointly to them.
Without limiting the generality of the foregoing:
1. the presence at the meeting of either or both shall constitute the presence of one member and a joint waiver of notice of the meeting;
2. the vote of either or both shall constitute, respectively, one joint vote;
3. notice to, or waiver of notice signed by, either or both shall constitute, respectively, a joint notice or waiver of notice;
4. suspension or termination in any manner of either shall constitute, respectively, suspension or termination of the joint membership; and,
5. either, but not both concurrently, shall be eligible to serve as a Director of the Cooperative, but only if both meet the qualifications required therefor.

SECTION 1.05. ACCEPTANCE INTO MEMBERSHIP.

Upon complying with the requirements set forth in Section 1.02, an Applicant shall automatically become a member on the date of connection for electric service. Provided, however, the Board of Directors may by resolution deny an application and refuse to extend service upon its determination that the applicant is not willing, or is not able, to satisfy and abide by the Cooperative's terms and conditions of membership, or for any other good cause.
Provided, further, that any person whose application, for sixty (60) days or longer, has been submitted to, but not approved by, the Board of Directors may, by filing written request with the Cooperative at least thirty (30) days prior to the next meeting of the members, have such application submitted to, and approved or disapproved by, the vote of the members at such meeting, at which the applicant shall be entitled to be present and be heard.

SECTION 1.06. PURCHASE OF ELECTRIC POWER AND ENERGY; POWER PRODUCTION BY MEMBER; APPLICATION OF PAYMENTS TO ACCOUNTS.

The Cooperative shall make all reasonable efforts to provide its members with adequate and dependable electric service. However, it cannot, and therefore, does not, guarantee a continuous and uninterrupted supply of electrical service.
Each member, for so long as such premises are owned or directly occupied or used by such member, shall, with the exception of such member’s renewable power, purchase from the Cooperative, all central station electric power and energy purchased for use on all premises to which electric service has been provided to the member. The Board of Directors may,in writing, waive such requirement. The member shall pay for such electrical service 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 by the Board of Directors, and in accordance with the provisions of any supplemental contract that may have been entered into as provided for in Section 1.02.
Production or use of electric energy 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 set by the Cooperative. Each member shall also pay all other amounts owed by such member to the Cooperative as and when such amounts become due and payable.
When the member has more than one service connection from the Cooperative, any payment by such member for service from the Cooperative shall be applied on an BYLAWS — PAGE 4 account priority basis on the member’s accounts: i.e.-- security light meter versus an irrigation well meter.

SECTION 1.07. EXCESS PAYMENTS TO BE CREDITED AS MEMBER-FURNISHED CAPITAL.

All amounts paid for electric service in excess of the Cooperative’s cost thereof shall be provided by members as capital to the Cooperative.
Each member shall be credited with the capital so furnished as provided in Article IX of these Bylaws.

SECTION 1.08. WIRING OF PREMISES; RESPONSIBILITY THEREFOR; RESPONSIBILITY FOR METER TAMPERING OR BYPASSING AND FOR DAMAGE TO COOPERATIVE PROPERTIES; EXTENT OF COOPERATIVE RESPONSIBILITY; INDEMNIFICATION.

Each member shall cause all premises receiving electric service to be wired in accordance with the specifications of 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 the Cooperative and its 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 providing and metering of electrical service.
Members 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, bill collecting and for inspection, maintenance, replacement, relocation, repair or disconnection of such facilities at all reasonable times.
As part of the consideration for service, each member shall be the Cooperative's bailee of such facilities and shall accordingly desist from interfering with, impairing the operation of, or causing damage to such facilities. A member shall use the member’s best efforts to prevent others from causing such damage.
Each member shall also provide such protective devices to the member’s premises, apparatuses or meter base as the Cooperative may require in order to protect the Cooperative's physical facilities and the operation thereof and to prevent any interference with, or damage to, such facilities. If 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 the Cooperative and its employees, Agents and BYLAWS — PAGE 5 independent contractors against death, injury, loss or damage resulting therefrom, including but not limited to the Cooperative's cost of repairing, replacing or relocating any such facilities and its loss, if any, of revenue
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 the 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 providing electrical service extend beyond the point of delivery.

SECTION 1.09. MEMBER TO GRANT EASEMENTS TO COOPERATIVE AND TO PARTICIPATE IN REQUIRED COOPERATIVE LOAD MANAGEMENT PROGRAMS.

Each member shall, upon being requested by the Cooperative, execute and deliver to the Cooperative grants of easement or right-of-way as permitted by law over, on and under such lands owned by the member. Such easements shall be in accordance with any reasonable terms and conditions as the Cooperative shall require for the limited purpose of providing electric service to such member for the construction, operation, maintenance or relocation of the Cooperative's electric facilities.
Each member shall participate in any required program and comply with related rates and service rules and regulations that may be established by the Cooperative to enhance load management, more efficiently to utilize or conserve electric energy or to conduct load research.

ARTICLE II — MEMBERSHIP SUSPENSION AND TERMINATION

SECTION 2.01. SUSPENSION; REINSTATEMENT.

Upon a member’s failure, after the expiration of the initial time limit prescribed either in a specific notice to such member or in the Cooperative's generally publicized applicable rules and regulations, to pay any amounts due the Cooperative or to cease any other noncompliance with the member’s membership obligations, such member's membership shall automatically be suspended.
The suspended member shall not, during such suspension, 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 other noncompliance with the member’s membership obligations within the final time limit provided in such notice or rules and regulations shall automatically reinstate the membership. In BYLAWS — PAGE 6 which event the member shall thereafter be entitled to receive electric service from the Cooperative and to vote at the meetings of its members.

SECTION 2.02. TERMINATION BY EXPULSION; RENEWED MEMBERSHIP.

Upon failure of a suspended member to be automatically reinstated to membership, as provided in Section 2.01, a suspended member may, without further notice, but only after due hearing, if such is requested by the suspended member, be expelled by resolution of the Board of Directors at any subsequently held regular or special meeting of the Board.
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 meeting, which may vote approval of such expulsion. After any final effective expulsion of a member, such former member may not again become a member except upon new application therefor duly approved as provided in Section 1.05. 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.

SECTION 2.03. TERMINATION BY WITHDRAWAL OR RESIGNATION.

A member may withdraw from membership upon such generally applicable conditions as the Board of Directors shall prescribe.
Upon either;
1. ceasing to own or directly occupy or use all premises being provided electric service pursuant to the member’s membership, or
2. except when the Board of Directors specifically waives such condition, abandoning totally and permanently the use of central station electric service on such premises.

SECTION 2.04. TERMINATION BY DEATH OR CESSATION OF EXISTENCE; CONTINUATION OF MEMBERSHIP IN REMAINING OR NEW PARTNERS.

Except as provided in Section 2.06, the death of an individual human member shall automatically terminate the member’s membership. The cessation of the legal existence of any other type of member shall automatically terminate the membership, including the dissolution of a partnership.
However, upon the death, withdrawal or addition of any individual partner, the membership shall continue to be held by the remaining and/or new partner or BYLAWS — PAGE 7 partners as continue to own or directly to occupy or use the premises being furnished electrical 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 then due the Cooperative.

SECTION 2.05. EFFECT OF TERMINATION.

Upon the termination in any manner of a person's membership, neither the former member, or the member’s estate, as the case may be, shall be entitled to a refund of the member’s service security deposit, if any, less any amounts due the Cooperative.
However, neither the member, nor the member’s estate, as the case may be, shall be released from any debts or other obligations then remaining due the Cooperative.

SECTION 2.06. EFFECT OF DEATH, LEGAL SEPARATION OR DIVORCE UPON A JOINT MEMBERSHIP.

Upon the death of either spouse of a joint membership, such membership shall continue to be held solely by the survivor, in the same manner and to the same effect as though such membership had never been joint. Provided, that the estate of the deceased spouse shall not be released from any debts due the Cooperative.
Upon the legal separation or divorce of the holders of a joint membership, the membership shall continue to be held solely by the one who continues directly to occupy or use the premises covered by the joint membership in the same manner and to the same effect as though such membership had never been joint.
Provided, however, the other spouse shall not be released from any debts due the Cooperative.

SECTION 2.07. BOARD ACKNOWLEDGMENT OF MEMBERSHIP TERMINATION; ACCEPTANCE OF MEMBERS RETROACTIVELY.

Upon the termination of a person's membership for any reason, the Board of Directors may by appropriate resolution formally acknowledge such termination, effective as of the date on which the Cooperative ceased providing electric service to such former member.
Upon discovery that the Cooperative has been providing electric service to any person other than a member, it shall cease providing the service unless the nonmember applies for, and the Board of Directors approves, the membership retroactively to the date on which the nonmember first began receiving service.

ARTICLE III — MEETINGS OF MEMBERS

SECTION 3.01. ANNUAL MEETING.

For the purposes of electing Directors, hearing and passing upon reports covering the previous fiscal year, and transacting such other business as may properly come before the meeting, the annual meeting of the members shall be held on the third (3rd) Monday of the month of April each year in Perryton, Texas. The Board of Directors shall designate the time and location of the annual meeting.
Provided, however, for good cause, and if it is in the best interest of the Cooperative and its members, the Board of Directors may designate a different date during the calendar year for the annual meeting of the members.

SECTION 3.02. SPECIAL MEETINGS.

A special meeting of the members may be called by the President; upon a resolution by a majority of the Board of Directors; or by petition signed by at least ten (10%) percent of all the members. It shall then be the duty of the Secretary to cause notice of such meeting to be given as hereinafter provided in Section 3.03.
The special meeting shall be held in any of the counties in Texas within which the Cooperative provides services. The date for the meeting shall be not earlier than forty (40) days after the call therefor. The meeting shall begin at the time designated by the President.

SECTION 3.03. NOTICE OF MEMBER MEETINGS.

Written or electronic notice of a meeting of the members shall be given to each member, personally, electronically or by mail not less than ten (10) nor more than thirty (30) days before the date of the meeting.
The notice shall state the location, date, and time of the meeting. If business other than that set out in Section 3.07 of these Bylaws is to be considered, the purpose or purposes for holding such meeting shall also be stated.
The notice shall be given by, or at the direction of, the Secretary of the Board of Directors
If notice is given by mail, it shall be deemed to be delivered when deposited in the U.S. Mail, postage prepaid and addressed to member at member’s address as it appears in the records of the Cooperative.
If notice is given electronically, it shall deemed to be delivered when transmitted to a member’s electronic address as it appears in the records of the Cooperative.
The failure of any member to receive notice of a meeting shall not invalidate any action taken by the members at the meeting.
If an annual or special meeting of the members is adjourned for lack of a quorum or by vote of the members, such meeting shall not be reconvened again prior to forty (40)days after such adjournment.

SECTION 3.04. QUORUM.

As long as the total number of members does not exceed five hundred (500), ten percentum (10%) of the total number of members present in person shall constitute a quorum. In case the total number of members shall exceed five hundred (500), fifty (50) members or five percentum (5%) of the members, whichever shall be the larger, shall constitute a quorum. 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, provided, that the Secretary shall notify any absent members of the time and place of such adjourned meeting.

SECTION 3.05. VOTING.

Each member who is not in a status of suspension, as provided in Section 2.01, shall be entitled to only one vote upon 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.
If a member will be absent from a meeting wherein voting is to occur, that member’s spouse shall, upon presentation of written authorization signed by the absentee member, be authorized to vote for the absentee member, regardless of whether the designated spouse of the absentee member is a member of the Cooperative.
At all meetings of the members, all questions shall be decided by a majority of the members voting thereon. Members may not cumulate their votes or vote by proxy or by mail.

SECTION 3.06. 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 three (3) nor more than seven (7) who are not members of the Nominating Committee or existing Cooperative employees, Agents, 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 in person, 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 nomination or the qualifications of candidates and the regularity of the 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 protestor(s) or objector(s), who may be heard in person, by counsel, or both, and any opposing evidence. 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.

SECTION 3.07. 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:
1. Report on the number of members present in person in order to determine the existence of a quorum;
2. 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;
3. Reading of 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 committees;
5. Election of Directors;
6. Unfinished business;
7. New business; and,
8. 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.

ARTICLE IV — DIRECTORS

SECTION 4.01. NUMBER AND GENERAL POWERS.

The business and affairs of the Cooperative shall be managed by a Board of nine (9) Directors.
The Board shall exercise all of the powers of the Cooperative except such as are by law or by the Cooperative's Articles of Incorporation or Bylaws conferred upon or reserved to the members.

SECTION 4.02. DIRECTOR QUALIFICATIONS.

Any Director or director candidate must comply with this Bylaw.
General Director Qualifications. A Director or Director candidate must:
1. Be a natural person;
2. Have the capacity to enter legally binding contracts;
3. While a Director, and during the five (5) years immediately prior to becoming a Director, not be, nor have been, convicted of a felony; plead, nor have pled, guilty to a felony;
4. Not have been, during the five (5) years immediately prior to becoming a Director, an employee, or a close relative of an employee, of the Cooperative;
5. Unless excused in writing for good cause by the Board or Members, attend at least a majority of all Board Meetings during any calendar year; and
6. Comply with any other reasonable qualifications determined by the Board Members (collectively, "General Director Qualifications").
Director Membership Qualifications. While a Director or Director candidate, the Director, or Director candidate must:
1. Be a Member in good standing during the one (1) year immediately prior to becoming a Director; and
2. Permanently reside in the Director District from which the Director is elected or chosen; and
3. Use, receive or purchase Cooperative electricity at the Director's primary residence.
Conflict of Interest Director Qualifications. While a Director, and during the one (1) year immediately prior to becoming a Director, a Director or Director candidate must not be, nor have been:
1. A Close Relative of any existing Director, other than an existing Director who will cease being a Director within one (1) year;
2. An existing, or a Close Relative of an Existing, non-director Cooperative Officer, employee, Agent, or Representative;
3. Employed by, materially affiliated with, or share a material financial interest with, any other Director; or
4. Engaged in, nor employed by, materially affiliated with, or have a material financial interest in, any individual or entity:
  1. Directly and substantially competing with the Cooperative; or
  2. Selling goods or services in substantial quantity to the Cooperative; or
  3. possessing a substantial conflict of interest with the Cooperative (collectively, "Conflict of Interest Director Qualifications").
Continuing Director Qualifications. Only natural persons complying with the General Director Qualifications, Membership Director Qualifications, and Conflict of Interest Director Qualifications (collectively, "Director Qualifications") may serve, or continue to serve, as a Director.
Failure to Comply/Director Qualifications. After being elected or appointed as Director, if any Director fails to comply with any Director Qualification, as reasonably determined by the Board, then the Board shall, unless otherwise determined in writing by the Board for good cause, remove the Director. If at least a majority of Directors authorized by these Bylaws comply with the Director Qualifications and approve a Board action, then the failure of any Director to comply with all Director Qualifications does not affect such Board action.

SECTION 4.03. ELECTION.

At each annual meeting of the members, Directors shall be elected by secret written ballot by the members present from among those candidates who are either nominated by the Nominating Committee, or by Petition, as provided in Section 4.06 of these Bylaws.
Provided, that when the number of nominees does not exceed the number of Directors to be elected from a particular directorate district, and if there is no objection, secret written balloting may be dispensed with in respect to that particular election and voting may be conducted in any other proper manner.
A nominee must be elected by a majority of the votes cast. Therefore, if on the first balloting a candidate does not receive over 50% of the total votes cast, a run-off election shall be conducted.

SECTION 4.04. TENURE.

Directors shall be so nominated and elected that one Director from each of the directorate districts numbers two (2), three (3) and five (5) shall be elected for threeyear terms at an annual member meeting; one Director from each of the directorate districts numbered two (2), four (4) and five (5) shall be elected for three-year terms at the next succeeding annual member meeting; and one Director from each of the directorate districts numbered one (1), three (3) and four (4) shall be elected for three-year terms at the next succeeding annual member meeting.
Provided, that the terms of no two Directors from the same directorate district shall coincide. Upon their election, Directors shall, subject to the provisions of these 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, an incumbent Director, whose position is not contested, shall continue to serve for the ensuing full three-year term of such Directorship position. However, an incumbent Director whose position is contested, shall continue to serve until the next Director election at which time a special election shall be conducted for the unexpired term of such Directorship.

SECTION 4.05. DIRECTORATE DISTRICTS.

The territory served by the Cooperative shall be divided into five (5) directorate districts. Each district shall be represented by the number of Directors, and the districts are described, as follows:
District Number One (1) shall include that part of Hutchinson County served by the Cooperative and shall be represented by one (1) Director.
District Number Two (2) shall include all of Hansford County and shall be represented by two (2) Directors.
District Number Three (3) shall consist of all of Ochiltree County and that portion of Roberts County north of the Canadian River and shall be represented by two (2) Directors.
District Number Four (4) shall include all of Lipscomb County and shall be represented by two (2) Directors.
District Number Five (5) shall include all of Hemphill County, that portion of Roberts County south of the Canadian River and the small portion of Wheeler County served by the Cooperative, and shall be represented by two (2) Directors.

SECTION 4.06. NOMINATIONS.

It shall be the duty of the Board of Directors to appoint, not less than thirty (30) nor more than one hundred twenty (120) days prior to the date of a 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 seven (7) members of the Cooperative who are not existing Cooperative employees, Agents, officers, Directors or known candidates for Director, who are not close relatives (as hereinafter defined) or members of the same household of such existing employees, Agents, officers, Directors or known candidates for Director, and who are so selected that each of the Cooperative's directorate districts which are open for election shall have representation thereon.
The committee shall prepare and post at the principal office of the Cooperative at least twenty (20) days prior to the meeting a list of nominations for Directors to be elected, listing separately the nominee(s) for each directorate district from or with respect to any directorate district as it deems desirable.
Any fifteen (15) or more members of the Cooperative, acting together, may make additional nominations in writing over their signatures, listing their nominee(s) in like manner, not less than fifteen (15) days prior to the meeting, and the Secretary shall post such nominations at the same place where the list of nominations made by the committee is posted. The Secretary shall mail to the members with the notice of the meeting, or separately, but at least ten (10) days prior to the date of the meeting, a statement of the names and addresses of all nominee(s) for each directorate district from or with respect to which one or more Directors must be elected, showing clearly those nominated by the committee and those nominated by petition, if any.
The chairman at such meeting, after all nominations so made have been duly announced, shall not call for additional nominations from the floor and shall announce that nominations are closed. Notwithstanding the provisions contained in this Section, failure to comply with any of such provisions shall not affect in any manner whatsoever the validity of any action taken by the Board of Directors after the election of Directors.

SECTION 4.07. VOTING FOR DIRECTORS; VALIDITY OF BOARD ACTION.

In the election of Directors, each member shall be entitled to cast the number of votes (but not cumulatively) which corresponds to the total number of Directors to be elected, but no member may vote for more nominees than the number of Directors that are to be elected from any particular directorate district. Ballots marked in violation of the foregoing restriction with respect to one or more directorate districts shall be invalid and shall not be counted with respect to such district or districts.
Notwithstanding the provisions contained in this Section, failure to comply with any of such provisions shall not affect in any manner whatsoever the validity of any action taken by the Board of Directors after the election of Directors.

SECTION 4.08. REMOVAL OF DIRECTORS BY MEMBERS.

Members of the Cooperative may request removal of a Director by filing written charges, together with a petition signed by at least ten percent (10%) of the members of the Cooperative with the Secretary of the Board of Directors.
The Director shall be given written notice of the charges at least twenty (20) days prior to a meeting of the members at which the charges are to be considered.
Members shall be given notice of the meeting in accordance with these Bylaws.
At the meeting, the Director and the members bringing the charges shall have an opportunity to be heard in person, or by counsel, and to present evidence relative to the charges.
The removal/non-removal of the Director shall be determined by majority vote of the members of the Cooperative present in person and casting a vote at the meeting.
Any vacancy created by the removal of a Director shall be filled in accordance with Section 4.09 of these Bylaws.

SECTION 4.09. VACANCIES.

A vacancy occurring in the Board of Directors (including a vacancy caused by the removal of Director by the members), shall be filled by the Board of Directors,. A Director thus elected shall serve out the unexpired term of the Director whose office was originally vacated and until a successor is elected and qualified. Provided, that such a Director shall be from or with respect to the same directorate district as was the Director whose office was vacated.

SECTION 4.10. COMPENSATION; EXPENSES.

Directors shall, as determined by resolution of the Board of Directors, receive, on a per diem basis, a fixed fee, which may include insurance benefits,
1. for attending meetings of the Board of Directors and, when such has had prior approval of the Board of Directors,
2. for the performance of other Cooperative business. The fee fixed for attending Board meetings need not be the same as the fee or fees fixed for performing other Cooperative business.
Directors shall also receive advancement or reimbursement of any travel and outof-pocket expenses actually, necessarily and reasonably incurred in attending Cooperative related meetings and performing Cooperative related 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 such compensation shall be specifically authorized by a vote of the members or such payment and amount shall be specifically authorized by the Board of Directors upon their certification of such as an emergency measure.
Provided, however, a Director who is also an officer of the Board, and who, as an officer, performs regular or periodic duties of a substantial nature for the Cooperative in its fiscal affairs, may be compensated in such amount as shall be fixed and authorized in advance of such service by the Board of Directors.

SECTION 4.11. RULES, REGULATIONS, RATE SCHEDULES AND CONTRACTS.

The Board of Directors shall have power to make, adopt, amend, abolish and promulgate such rules, regulations, rate schedules, contracts, security deposits and any other types of deposits, payment or charges, including contributions in aid of construction.
However, the foregoing actions by the Board of Directors shall comply with the law and the Cooperative's Articles of Incorporation and Bylaws. Such actions shall be as the Board may deem advisable for the management, administration, and regulation of the business and affairs of the Cooperative.

SECTION 4.12. ACCOUNTING SYSTEM AND REPORTS.

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

SECTION 4.13. SUBSCRIPTION TO STATEWIDE PUBLICATION.

The Board of Directors shall also be empowered, on behalf of, and for circulation to, the members periodically, to subscribe to the statewide publication, "Texas Coop Power".

SECTION 4.14. "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, sister, aunt, uncle, nephew, or niece of the principal.

SECTION 4.15. "AGENT" AND “REPRESENTATIVE” DEFINED.

As used in these Bylaws, a person does not qualify as an “Agent” or “Representative” solely by virtue of their service to the Cooperative on the Nominating Committee or the Credentials and Election Committee, including any officer designation on such Committee.

ARTICLE V — MEETINGS OF DIRECTORS

SECTION 5.01. REGULAR MEETINGS.

A regular meeting of the Board of Directors shall be held at the Cooperative’s main office in Perryton, Texas as soon as convenient after the adjournment of the annual meeting of the members. A regular meeting of the Board of Directors shall also be held monthly at such date, time and place as the Board may set by motion and majority vote. The Secretary, or the Secretary’s designee, shall cause notice of such meeting to be delivered to each of the Directors as provided hereinafter in Section 5.03.

SECTION 5.02. 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 thereupon be the duty of the Secretary, or the Secretary’s designee, to cause notice of such meeting to be given as hereinafter provided in Section 5.03. The Board, the President, or the Directors calling the meeting shall set the date, time and place for the meeting, which shall be held in one of the counties in Texas within which the Cooperative serves, unless all Directors consent to its being held in some other place in Texas or elsewhere. Special meetings, upon proper notice as otherwise provided in Section 5.03, may also be held via telephone conference call, without regard to the actual location of BYLAWS — PAGE 19 the Directors during such telephone conference meeting, if no Director objects thereto.

SECTION 5.03. NOTICE OF DIRECTORS MEETINGS.

The Secretary, or the Secretary’s designee, shall cause written notice of the date, time, place (or telephone conference call) and agenda for any regular or special meeting of the Board which shall be delivered to each Director not less than five (5) days prior thereto, either personally or by regular mail or email. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the Director at the Director’s address 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.

SECTION 5.04 ATTENDANCE AT BOARD MEETINGS BY TELEPHONE OR TELECOMUNICATION DEVICE.

As long as no other Director objects, a Director may attend and participate in a meeting of the Board of Directors by being continuously connected thereto by telephone or other telecommunications device in such a manner that he/she may speak to, and be heard by, the Directors present, and the Directors present may hear and speak to him/her. A Director participating in a meeting under this Section 5.04 that is not physically present shall be deemed present in person for purposes of a quorum and may deliberate and vote on issues before the Board.

SECTION 5.05. QUORUM.

Except as provided in Section 5.04, the presence in person of a majority of the Directors in office shall be required for the transaction of business and the affirmative votes of a majority of the Directors present shall be required for any action to be taken.
Provided, that a Director who by law or these Bylaws is disqualified from voting on a particular matter shall not, with respect to consideration of and action upon that matter, be counted in determining the number of Directors in office or present.
Provided, further, that, if less than a quorum be present at a meeting, a majority of the Directors present may adjourn the meeting from time to time, but shall cause any absent Directors to be duly and timely notified of the date, time and place of such adjourned meeting.

ARTICLE VI — OFFICERS; MISCELLANEOUS

SECTION 6.01. NUMBER AND TITLE.

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

SECTION 6.02. ELECTION AND TERM OF OFFICE.

The three officers named in Section 6.01 shall be elected by 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 is not to be held at the annual meeting, it shall be held as soon thereafter as conveniently possible. Each such officer shall hold office until the meeting of the Board for officer elections and the officer is re-elected, or such officer’s successor is duly elected. Any other officers may be elected by the Board from among such persons, and with such title, tenure, responsibilities and authorities, as the Board of Directors may from time to time deem advisable.

SECTION 6.03. REMOVAL.

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

SECTION 6.04. VACANCIES.

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

SECTION 6.05. PRESIDENT.

The President shall –
1. 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;
2. 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 deeds, mortgages, 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 Bylawsto some other officer or Agent of the Cooperative, or shall be required by law to be otherwise signed or executed; and
3. in general, perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

SECTION 6.06. 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 the President, and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the President. The Vice-President shall perform such other duties as from time to time as may be assigned by the Board of Directors.

SECTION 6.07. SECRETARY.

The Secretary shall –
1. keep, or cause to be kept, the minutes of meetings of the members and of the Board of Directors in one or more books provided for that purpose;
2. see that all notices are duly given in accordance with these Bylaws or as required by law;
3. be 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;
4. 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;
5. sign, with the President, certificates of membership the issue of which shall have been authorized by resolution of the Board of Directors;
6. have general charge of the books of the Cooperative in which a record of the members is kept;
7. 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, at the expense of the Cooperative, furnish a copy of such documents and of all amendments thereto upon request to any member; and
8. in general, perform 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 6.08. TREASURER.

The Treasurer shall –
1. have charge and custody of and be responsible for all funds and securities of the Cooperative;
2. 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
3. in general perform 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 6.09. DELEGATION OF SECRETARY'S AND TREASURER'S RESPONSIBILITIES.

Notwithstanding the duties, responsibilities and authorities of the Secretary and of the Treasurer hereinbefore provided in Sections 6.07 and 6.08, the Board of Directors by resolution may, except as otherwise limited by law, delegate, wholly or in part, the responsibility and authority for, and the regular or routine administration of, one or more of each such officer's duties to one 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 6.10. GENERAL MANAGER; EXECUTIVE VICE-PRESIDENT.

The Board of Directors may appoint a General Manager, who may be, but who shall not be required to be, a member of the Cooperative. The General Manager may also be designated Executive Vice-President. Such officer shall perform duties as the Board of Directors may from time to time require and shall have such authority as the Board of Directors may from time to time vest in the General Manager/Executive Vice-President.

SECTION 6.11. COMPENSATION; INDEMNIFICATION.

The powers, duties and compensation of officers, Agents and employees shall be set, or a plan therefor be approved, by the Board of Directors. The Cooperative shall indemnify present and former Directors, officers, including the General Manager (or, if so titled, the Executive Vice-President) Agents and employees against liability to the extent that their acts or omissions constituting the grounds for alleged liability were performed in their official capacity and, if actionable at all, were based upon good faith business judgments in the belief the acts or omissions were in the best interest of the Cooperative or were not against the best interests of the Cooperative. The Cooperative may purchase Directors and Officers insurance to cover such indemnification.

SECTION 6.12. 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 VII — CONTRACTS, CHECKS AND DEPOSITS

SECTION 7.01. CONTRACTS.

Except as otherwise provided by law or these Bylaws, the Board of Directors may authorize any Cooperative officer, Agent or employee to enter into any contract or 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 7.02. CHECKS, DRAFTS, ETC.

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, Agent or employee of the Cooperative and in such manner as shall from time to time be determined by the Board of Directors.

SECTION 7.03. DEPOSITS; INVESTMENTS.

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

ARTICLE VIII — MEMBERSHIP CERTIFICATES

SECTION 8.01. CERTIFICATE 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 BYLAWS — PAGE 24 by the Board of Directors not contrary to, or inconsistent with, the Cooperative's Articles of Incorporation or its Bylaws. Such certificate shall be signed by the President and by the Secretary, and the seal shall be affixed thereto. Provided, however, the seal and the signatures of the President and the Secretary may be imprinted thereon by facsimile.

SECTION 8.02. ISSUE OF MEMBERSHIP CERTIFICATES.

No membership certificate shall be issued until any required service security deposits, facilities extension deposits, service connection fees, or contributions in aid of construction have been fully paid to the Cooperative.

SECTION 8.03. LOST CERTIFICATE.

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

ARTICLE IX — NON-PROFIT OPERATION

SECTION 9.01. INTEREST OR DIVIDENDS ON CAPITAL PROHIBITED.

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

SECTION 9.02. PATRONAGE CAPITAL IN CONNECTION WITH PROVIDING ELECTRIC ENERGY.

In the providing of electric energy the Cooperative's operations shall be so conducted that all patrons will, through their patronage, provide capital for the Cooperative. In order to induce patronage, and to assure that the Cooperative will operate on a nonprofit basis, the Cooperative shall account on a patronage basis to all of its patrons for all amounts received from the providing of electric energy which are in excess (Margins) of the Cooperative’s operating costs and expenses incurred for the provision of electrical energy services. Such Margins are received with the understanding that they are provided by the patrons as capital. The Cooperative shall allocate such Margins by credits to a capital account for each patron on a patronage basis.
The books and records of the Cooperative shall be set up and kept in a manner that at the end of each fiscal year the amount of capital, if any, provided by each patron is clearly identified and credited to the capital account of each patron.
The Cooperative will, if requested by a patron, inform the patron of the allocated balance of the patron’s capital account and the amount credited to the capital account the prior fiscal year.
If costs and expenses exceed the amounts received and receivable from the providing of electric energy, hereinafter referred to as “loss,” then the Board of Directors shall have the authority, under accepted accounting practices, loan covenants, and federal cooperative tax law, to prescribe the accounting procedures under which such loss may be addressed.
All other amounts received by the Cooperative from its operations in excess of costs and expenses, other than providing electrical energy shall, insofar as permitted by law, be:
1. used to offset any losses incurred during the current or any prior fiscal year; and
2. used to establish unallocated reserves and retained capital not currently assignable to the patrons; and
3. to the extent not needed for these purposes, allocated to its patrons on a patronage basis, 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 of the Cooperative, after all outstanding indebtedness of the Cooperative has 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.
Insofar as gains may, at that time, be realized from the sale of any appreciated asset, such gains shall be distributed to all persons who were patrons during the period the asset was owned by the Cooperative in proportion to the amount of business done by such patrons during that period.
If, at any time prior to dissolution, the Board of Directors determines that the financial condition of the Cooperative will not be impaired thereby, the capital then credited to patrons' accounts may be retired in full or in part. Any such retirements of capital shall be made in order of priority according to the year in which the capital was provided and credited, the capital first received by the Cooperative being first retired.
Provided, however, that the Board of Directors shall have the power to adopt rules providing for the separate retirement of that portion ("power supply or other service or supply portion") of capital credited to the accounts of patrons which corresponds BYLAWS — PAGE 26 to capital credited to the account of the Cooperative by an organization furnishing power supply or any other service or supply to the Cooperative. Such rules shall:
1. establish a method for determining the portion of such capital credited to each patron for each applicable fiscal year,
2. provide for separate identification on the Cooperative's books of such portions of capital credited to the Cooperative's patrons, and,
3. provide for appropriate notifications to patrons with respect to such portions of capital credited to their accounts.
Capital credited to the account of each 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 patron's premises served by the Cooperative, unless the Board of Directors, acting under policies of general application, shall determine otherwise.
Notwithstanding any other provisions of these Bylaws, the Board of Directors shall, at its discretion, have the power at any time upon the death of any patron who was a natural person if the legal representatives of the deceased patron’s estate request in writing that the capital so credited or assigned, be retired immediately and prior to the time such capital credits would otherwise be retired. The Board of Directors may grant, or deny, the request upon the terms and conditions as the Board, acting under policies of general application to situations of like kind (including discounting the deceased patron’s capital credits to present value) may set. However, the Board must determine that the early retirement of the deceased patron’s capital credits will not impair the financial condition of the Cooperative.
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, compounded annually.
The patrons of the Cooperative, by dealing with the Cooperative, acknowledge that the terms and provisions of the Articles of Incorporation and Bylaws shall constitute and be a contract between the Cooperative and each patron, and both the Cooperative and the patrons 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 offices.

ARTICLE XI — DISPOSITION AND PLEDGING OF PROPERTY;DISTRIBUTION OF SURPLUS ASSETS ON DISSOLUTION

SECTION 11.01. DISPOSITION AND PLEDGING OF PROPERTY.

Not inconsistently with paragraph B hereof, the members of the Cooperative may, at a duly held meeting of the members, authorize the sale, lease, lease-sale, exchange, transfer or other disposition of all or a substantial portion of the Cooperative's property and assets by the affirmative votes of a majority of the total members of the Cooperative.
However, the Board of Directors, without authorization by the members, shall have full power and authority to:
1. to borrow monies from any source and in such amounts as the Board may from time to time determine,
2. to mortgage or otherwise pledge or encumber any or all of the Cooperative's property or assets as security therefor, and
3. to sell, lease, lease-sell, exchange, transfer or otherwise dispose of merchandise, property no longer necessary or useful for the operation of the Cooperative, or less than a substantial portion of the Cooperative's property and assets. "Substantial portion" means ten (10%) percentum or more of the Cooperative's total assets as reflected on its books at the time of the transaction.
Supplementary to the first sentence of the foregoing Paragraph 11.01A. and any other applicable provisions of law or these Bylaws, no sale, lease, lease-sale, exchange, transfer or other disposition of all or a substantial portion of the Cooperative's property and assets 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, transfer or other disposition, it shall first cause three (3) independent, non-affiliated appraisers, expert in such matters, to render their individual opinions as to the value of the Cooperative with BYLAWS — PAGE 28 respect to such a sale, lease, lease-sale, exchange, transfer or other disposition and as to any other terms and conditions which should be considered. The three (3) such appraisers shall be designated by the Judge of the 84th Judicial District Court in and for Ochiltree County, Texas, in which the Cooperative's headquarters are located. If such Judge refuses to make such designations, 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 submitted, if any), determines that the proposal should be submitted for consideration by the members, it shall first give every other rural electric cooperative corporations corporately sited and operating in Texas (which has not made an offer for the sale, lease, leasesale, exchange, transfer or other disposition) an opportunity to submit competing proposals. The opportunity shall be in the form of a written notice to such rural electric cooperative corporations, which notice shall be attached to a copy of the proposal which the Cooperative has already received and copies of the respective reports of the three (3) appraisers. The rural electric cooperative corporations 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.
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 so notify the members not less than sixty (60) days before notice of a special meeting of the members thereon or, if such be the case, the next annual member meeting, expressing in detail each of any such proposals, and shall call a special meeting of the members for consideration thereof and action thereon, which meeting shall be held not less than thirty (30) nor more than sixty (60) days after the giving of notice thereof to the members: Provided, that consideration and action by the members may be given at the next annual member meeting if the Board so determines and if such annual meeting is held not less than thirty (30) nor more than sixty (60) days after the giving of notice of such meeting.
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.

The provisions of this Paragraph 11.01C. shall not apply to a sale, lease, lease-sale, exchange, transfer or other disposition to one or more other rural electric cooperatives if the substantive effect thereof is to merge with such other one or more rural electric cooperative corporations or the actual legal effect thereof is to consolidate with such other one or more rural electric cooperative corporations.

SECTION 11.02. DISTRIBUTION OF SURPLUS ASSETS ON DISSOLUTION.

Upon the Cooperative's dissolution, any assets remaining after all liabilities or obligations of the Cooperative have been satisfied and discharged shall, to the extent practicable as determined by the Board of Directors, not inconsistently with the provisions of Paragraph G. of Section 9.02 of these Bylaws, be distributed without priority but on a patronage basis among all persons who are members of the Cooperative at the time of the filing of the certificate of dissolution: Provided, however, that, if in the judgment of the Board the amount of such surplus is too small to justify the expense of making such distribution, the Board may, in lieu thereof, donate, or provide for the donation of, such surplus to one or more nonprofit charitable or educational organizations that are exempt from Federal income taxation.

ARTICLE XIII — RULES OF ORDER

SECTION 13.01. 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 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.

ARTICLE I - MEMBERSHIP

ARTICLE II - MEMBERSHIP SUSPENSION AND TERMINATION

ARTICLE III - MEETINGS OF MEMBERS

ARTICLE IV - DIRECTORS

ARTICLE V - MEETINGS OF DIRECTORS

ARTICLE VI - OFFICERS; MISCELLANEOUS

ARTICLE VII - CONTRACTS, CHECKS AND DEPOSITS

ARTICLE VIII - MEMBERSHIP CERTIFICATES

ARTICLE IX - NON-PROFIT OPERATION

ARTICLE X - WAIVER OF NOTICE

ARTICLE XI - DISPOSITION AND PLEDGING OF PROPERTY; DISTRIBUTION OF SURPLUS ASSETS ON DISSOLUTION

ARTICLE XII - FISCAL YEAR

ARTICLE XIII - RULES OF ORDER

ARTICLE XIV - SEAL

ARTICLE XV - AMENDMENTS

ARTICLE XVI — EFFECTIVE DATE OF AMENDED AND RESTATED BYLAWS