ARTICLE IV.

Directors

SECTION 1.
General Powers.
The business and affairs of the Cooperative shall  be managed by a board of nine directors which shall exercise all of the powers of the Cooperative except such as are by law, the Articles of Incorporation or these Bylaws conferred upon or reserved to the members.

SECTION 2.
Qualifications.
To become and remain a Director, a Person must comply with the following membership qualifications:

1. 1. Be a bona fide resident in the area served by the Cooperative and in the precinct within the district which he or she is to represent;
   2. Be a continuous purchaser of residential electric services from the Cooperative for not less than three years prior to nomination;
   3. Is not in any way employed by or financially interested in a competing enterprise or a business selling electric energy or supplies to the Cooperative, or a business primarily engaged in selling electrical or plumbing appliances, fixtures, supplies, or wiring to, among others, the members of the Cooperative;
   4. Is not, and during the three years immediately before becoming a Director, an employee of the Cooperative;
   5. Has the capacity to enter legally binding contracts;
   6. Be a member in good standing of the Cooperative;
   7. Has never been convicted of, or pleaded guilty or nolo contendere to, any criminal act constituting a felony under the law of the jurisdiction in which the conviction, guilty plea, or plea of nolo contendere occurred, which shall be confirmed by a background check.

Upon establishment of the fact that a nominee for director lacks eligibility or a director already holding office in violation of any of the foregoing provisions, it shall immediately become incumbent upon the Board of Directors to remove such director from office.

Nothing contained in this section shall affect in any manner whatsoever the validity of any action taken at any meeting of the Board of Directors.

SECTION 3.
Election and Tenure of Office.
The area served by the Cooperative shall be divided into three districts as shown by Section 4 of this Article. At each Annual Meeting of the members, one director from each district shall be elected by ballot for a regular term of three years, or until their successors have been elected and qualified. Members shall vote only for directors from their respective voting district. The candidate receiving the highest number of votes cast for each open seat is elected.  A coin flip shall resolve, where necessary, any tie votes.  Nothing contained in this section shall affect in any manner whatsoever the validity of any action taken at any meeting of the Board of Directors.

SECTION 4.
Voting Districts.
Based on  geographic  location,  number  of  members, or any other equitable consideration determined by the Board, the Board may adopt, modify and adjust policies which:

1. divide the territory served by the Cooperative (“electric Service Area”) into no less than three districts (“Director Districts”), each of which shall be comprised of three separate precincts (“Director Precincts”), with boundaries determined by the Board; and
2. establish the number of Director seats allocated to each Director District and Director Precinct.

Revision of Director Districts. When the Board revises the boundaries of Director Districts or Precincts, increases or decreases the number of Directors elected from a Director District, or from seats not associated with a Director District, the Board may not:

1. Lengthen an existing Director’s term; or
2. Shorten any existing Director’s term, unless the affected Director consents in writing.

At the time the Board makes any revision authorized by this provision, the Board may adopt transition provision necessary to retain existing Directors for the remainder of their current terms. Such transitional provisions may include, without limitation, (a) designating one or more existing Directors to serve a newly created or modified Director District they are otherwise qualified to serve for the remainder of their current term, even though the director was not nominated by members who are residents of the newly modified or created seat; (b) delaying the effective date of any newly created seat or modification of district boundaries; or (c) other equitable means consistent with the requirements of subparts (i) and (ii) of this provision.

Not less than one hundred fifty (150) days before the Annual Meeting, the Board shall review Director Districts and Director Precincts, and determine if any additions, revisions or modifications will be made. At least one hundred twenty (120) days before the next Annual Member Meeting, the Cooperative must publish or otherwise notify Members. Director District and Director Precinct revisions are effective on the date the Cooperative issues such notice or such later date as expressly adopted by the Board.

SECTION 5.
Nominations
Every candidate for the office of Director shall, not less than sixty (60) days, nor more than one hundred twenty (120) days before the date of a meeting of the members at which directors are to be elected, present to the Secretary a nominating petition giving the candidates name, post office address, and the district and precinct in which he/she presides. Each candidate must be a member and must possess the qualifications for a director as specified in Article IV, Section 2 of the Bylaws of the Cooperative. Such petition shall contain the names and signatures of not less than fifteen members residing in the district from which he/she is a candidate. Each name on the petition shall be a bona fide member of said cooperative residing within said district. Each signer of a nomination petition shall sign but one petition and shall add his/her address and the date of signing. For purposes of this petition, in cases of a joint membership between two spouses, either may join in the petition and both are not required. If both spouses in a joint membership sign, it shall have the effect of only one signature for purposes of the petition.

If more than two nominations for a single directorship are made by petition, a selection by lot shall be made to determine the order in which nominees shall appear on the ballot.

The nominating petition shall be available at the principal office of the cooperative and available electronically upon request.

If no nominations are received or no candidate is found qualified to serve as a Director for the seats to be filled at the Annual Member Meeting, the Board may publish notice of the fact, and otherwise request additional nominations for the seat or seats for which there is no nominee, and establish new deadlines pertaining to the submission of petitions, credentialing, and nomination of persons otherwise qualified to serve, however, the new deadline established may not be less than thirty days before the date of the meeting of the members at which directors are to be elected.  If no nominations of persons otherwise qualified to serve are received by the new deadline, a vacancy on the Board will be created. 

A list of all nominations shall be available and posted at the office of the cooperative at least fourteen days before the Annual Meeting election.

A statement of the number of directors to be elected and the names and addresses of the candidates and their districts shall be delivered, either personally, by mail, or by electronic communications, with the notice of the meeting or separately, but at least ten days before the date of the meeting.    If by mail, such delivery is given when deposited in the United States mail postage prepaid thereon, addressed to such person at his address as it appears on the records of the Cooperative.  If by electronic means of communication, such delivery is given when electronically transmitted. 

No individual may serve as a Director whose nomination does not comply with the provisions of this section. Any election to the Board of any Person who does not comply with the qualifications specified in this Article is null and void and will create an immediate vacancy on the Board. The decision of a majority of disinterested Directors is final with respect to any ambiguities or uncertainties regarding the qualification of any particular candidate to serve, or whether to waive any waivable qualification to serve.

Notwithstanding anything contained in this section, failure to comply with the administerial processes outlined in this section, that are no fault of the candidate, shall not affect in any manner whatsoever the validity of any election of directors.

SECTION 6.
Removal of Directors by Members.
Any member may bring charges against a director by filing such charges in writing with the Secretary, together with a petition signed by at least ten percent of the members and request the removal of such director by reason thereof. The director against whom such charges have been brought shall be informed in writing of the charges at least five days prior to the meeting at which the charges are to be considered and shall have an opportunity at the meeting to be heard in person or by counsel and to present evidence in respect of the charges; and the person or persons bringing the charges against him shall have the same opportunity. The question of the removal of such director shall be considered and voted upon at the next regular or special meeting of the members and any vacancy created by such removal may be filled by vote of the members at such meeting without compliance with the foregoing provisions with respect to nominations.

SECTION 7.
Vacancies.
Subject to the provisions of these by-laws with respect to the filling of vacancies caused by the removal of directors by members, a vacancy occurring in the Board of Directors shall be filled by the affirmative vote of a majority of the remaining directors for the unexpired portion of the term of the director in respect of whom the vacancy occurs.

SECTION 8. 
Compensation.
Directors  as such shall not receive any salary of   their services, but by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at any meetings authorized by the Board of Directors. 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 such payment of compensation shall be specifically authorized by a vote of the members or such payment and amount shall be specifically authorized by the remaining Board of Directors upon the certification of such as an emergency measure.