The name of this cooperative association shall be Jump River Electric Cooperative,

Inc., and its location and principal office shall be in the Town of Flambeau,

in Rusk County, Wisconsin, Post Office Address: Ladysmith, Wisconsin.

The principal purpose for which this cooperative association is formed is

that of furnishing its members with electric power and energy on a cooperative

nonprofit basis. The cooperative may engage in any activity within the purposes

for which cooperative associations may be organized under Wisconsin law and

all such activities shall be deemed within its purposes subject to such express

limitations as may be imposed pursuant to its bylaws.

The duration of this cooperative association shall be perpetual

This cooperative association is organized without capital stock and there shall

be only one class of members with respect to voting rights.

Upon dissolution, after

(a) All debts and liabilities of the cooperative shall have been paid, and

(b) All capital furnished through patronage shall have been retired as provided

in the bylaws, the remaining property and assets of the cooperative shall be

distributed among the members and former members in the proportion which the

outstanding capital credited to each bears to the total outstanding capital credited

all members and former members determined immediately prior to the final retirement

of patronage capital described above, subject to and in accordance with

such classifications of business formulas as may have been employed in allocating

patronage capital to such members.

-1-

The business and affairs of the cooperative shall be managed by a board of

directors. The number of and qualifications for directors shall be specified in

the bylaws. The bylaws may provide that directors be from specified territorial

districts.

The Cooperative may not sell, lease or otherwise dispose of or encumber all or

any substantial portion of its property unless such sale, lease or other disposition

is authorized at a meeting of the members by the affirmative vote of not less than

two-thirds (2/3) of all members of the Cooperative and unless notice of such

proposed sale, lease or other disposition shall have been contained in the notice

of the meeting; provided, however, that the Board of Directors of the Cooperative,

without authorization by the members other than this Article, shall have full

power and authority to authorize the execution and delivery of any mortgage or

other form of security agreement upon, or pledging or encumbering, any or all

of the property, assets, rights, privileges, licenses, franchises and permits of the

Cooperative, in whatever form, whether acquired or to be acquired, and wherever

situated, as well as the revenues and income from such property, all upon such

terms and conditions as the Board shall determine, to secure any indebtedness of

the Cooperative; and provided, further, that upon authorization of a majority of

the members of the Cooperative voting at a meeting of the members, the Board

may merge or consolidate with, or sell, lease or otherwise dispose of all or a substantial

portion of the Cooperative’s property to, another cooperative organized

under Wisconsin Statutes Chapter 185 that is primarily engaged in producing or

furnishing electric power or energy to its members. The Board of Directors, in

its judgment, shall determine what constitutes a substantial portion of the Cooperative’s

property. The foregoing two-thirds vote requirement in this Article shall

not be reduced or repealed except upon the affirmative vote of at least two-thirds

(2/3) of all the members of the Cooperative.

-2-

-3-

-4-

                                                                                                                Page # / Page Information

9 - Section 1: Requirements for Membership

10 - Section 2: Membership Certificates

10- Section 3: Joint Membership and Membership Held as Tenants in Common

11 - Section 4: Applicable Fees

11 - Section 5: Conversion of Membership

11 - Section 6: Purchase of Electric Energy

11 - Section 7: Non-Liability For Debts of The Cooperative

11 - Section 8: Termination of Membership

12 - Section 9: Property Interest of Members

13 - Section 1: Area Coverage Service

13 - Section 2: Service Area Maps

13 - Section 3: Extension and Service Rules

13 - Section 4: Service to Non-Members Patrons

13- Section 5: Assumption of Public Utility Obligations

14 - Section 1: Annual Meeting

14 - Section 2: Meeting Rules and Member Resolutions

14 - Section 3: Special Meetings

15 - Section 4: Notice of Members’ Meetings

15 - Section 5: Quorum

15 - Section 6: Voting

15 - Section 7: Voting by Absentee Signed Ballot

16 - Section 8: Order of Business6

17 - Section 1: General Powers

17 - Section 2: Director Districts

17 - Section 3: Tenure and Qualifications

19 - Section 4: Nomination of Directors

19 - Section 5: Election of Directors

19 - Section 6: Vacancies

20 - Section 7: Compensation

20 - Section 8: Policies, Rules and Regulations

20 - Section 9: Accounting System and Reports

21 - Section 10: Change in Rates

21 - Section 11: Executive Committee

21 - Section 12: Removal of Board Member by Members

-5-

21 - Section 1: Regular Meetings

22 - Section 2: Special Meetings

22 - Section 3: Notice

22 - Section 4: Quorum

22 - Section 5: Manner of Acting

22 - Section 6: Conduct of Meeting

22 - Section 1: Number

22 - Section 2: Election and Term of Office

23 - Section 3: Removal of Officers and Agents by the Board

23 - Section 4: Vacancies

23 - Section 5: President

23 - Section 6: Vice President

23 - Section 7: Secretary

24 - Section 8: Treasurer

24 - Section 9: Manager

24 - Section 10: Bonds of Officers

24 - Section 11: Reports

24 - Section 1: Contracts

24 - Section 2: Checks, Drafts, Etc.

25 - Section 3: Deposits and Investments

25 - Section 1: Interest or Dividends on Capital Prohibited

25 - Section 2: Patronage Capital in Connection With Furnishing Electric Energy

26 - Section 3: Unallocated Reserves

26 - Section 4: Classification of Business

27 - Section 5: Retirement of Patronage Capital

27 - Section 6 Assignment of Patronage Capital

27 - Section 7: Prior Retirement To Estates of Deceased Patrons

27 - Section 8: Security Interest in Patronage Capital

27 - Section 9: Assignment To Federated Youth Foundation, Inc.

28 - Section 10: Forfeiture of Unclaimed Funds

28 - Section 11: Subscription of Wisconsin Energy Cooperative News

29 - Section 12: Contractual Obligations

-6-

29- Section 1: Waiver of Notice

29 - Section 2: Action Without Meeting

30 - Section 1: Membership

30 - Section 2: Board Representation

-7-

-8-

The aims of the Cooperative are three-fold:

(a) to make adequate and dependable electric service available to all members

and to unserved persons within its service area desiring to become

members;

(b) to render such service without discrimination on a cooperative basis at

the lowest cost consistent with sound economy and good management;

and

(c) to fulfill its obligations as a responsible business citizen in furthering the

general welfare of the citizens of the community in which it operates.

Section 1. Requirements for Membership. Any person, firm, association, corporation

of body politic or subdivision thereof will become a member of Jump

River Electric Cooperative (hereinafter called the “Cooperative”) upon receipt of

electric service from the Cooperative, provided that he or it has first:

(a) Made an application for membership in such form as the Board may

prescribe;

(b) Agreed to purchase from the Cooperative electric energy as hereinafter

specified;

(c) Agreed to comply with and be bound by the articles of incorporation and

bylaws of the Cooperative and any rules and regulations adopted by the

board; and

(d) Paid the applicable fees hereinafter specified.

Any person who requests service from the Cooperative subject to the conditions

applicable to all patrons of the same class of service, upon receipt of such

service shall be deemed a member with the same rights and privileges as each

other member patron of such class. No member may hold more than one membership

in the Cooperative, and no membership in the Cooperative shall be transferable,

except as provided in these bylaws. Two or more persons may hold a

membership as tenants in common or as joint tenants with right of survivorship in

accordance with the terms of their application and any rules of the board of directors

applicable thereto. The provisions of Section 3(c) (1), (2), (3), (4), (5), (6),

and (7) of this Article shall apply to a membership held by tenants in common,

and to a joint membership where the holders thereof are not husband and wife.

-9-

Section 2. Intentionally blank.

Section 3. Joint Membership and Membership Held as Tenants In Commons.

(a) Any application for membership in the Cooperative received from

any person who is married shall be deemed and become an application

for membership by husband and wife as joint tenant members

with right of survivorship unless the person making such application

designates in writing.

(b) With respect to memberships issued prior to October 8, 1971, the

membership of any persons who were married, or who thereafter

while a member became married, shall be deemed to have become,

and did become at such time, a membership in husband and wife

as joint tenant members with right of survivorship without further

action by such member, unless within 30 days after October 8, 1971,

or 30 days after date of marriage, whichever date is later, the person

to whom such membership was issued otherwise has designated in

writing.

(c) The term “member” as used in these bylaws shall be deemed to include

a husband and wife or other persons who hold a joint tenancy

or tenancy in common membership, and any provisions relating to

the rights, and liabilities of membership, including without limitation

the following, shall apply to such member:

(1) The presence at a meeting of either or both shall be regarded as

the presence of one member and shall constitute a joint waiver

of notice of the meeting.

(2) The vote of either separately or both jointly shall constitute one

joint vote;

(3) A waiver of notice signed by either or both shall constitute a

joint waiver;

(4) Notice to either shall constitute notice to both;

(5) Expulsion of either shall terminate the joint membership;

(6) Withdrawal of either shall terminate the joint membership;

(7) Either but not both may be elected or appointed as an officer or

board member, provided that both meet the qualifications for

such office.

(d) The records of the Cooperative shall show all single, joint, or tenancy

in common memberships and the names of all persons holding

such membership.

(e) Upon the death of either spouse, or other person, who is the party to a

joint membership, such membership shall be held solely by the survivor

and the records of the Cooperative shall be changed to show membership

solely in that survivor; provided, however, that the estate of the deceased

shall not be released from any debts due the Cooperative.

-10-

Section 4. Applicable Fees. Extension of service shall be conditioned on the

member completing the application process described in Section 1, above, and

making any meter or guarantee deposit or paying any connection fee which may

be required by policy, rule or regulations of general application applicable to the

class of service requested.

Section 5. Conversion of Membership. By a written request signed by all

persons having an interest therein, a membership in the name of one person, a

joint membership, or a membership as tenants in common, may be converted to

a membership of another of the three types. Such written request shall contain

the agreement by all persons having an interest in a membership involved, to

comply with the articles of the incorporation, bylaws and rules and regulations

adopted by the board.

Section 6. Purchase of Electric Energy. Each applicant for membership shall

as soon as electric energy shall be available, purchase from the Cooperative all

electric energy purchased for use on the premises specified in the application for

membership, and shall pay for such energy at rates which shall from time to time

be fixed by the Board. Production or use of electric energy on such premises, regardless

of the source thereof, by means of facilities which shall be interconnected

with the Cooperative facilities, shall be subject to appropriate safety and other

regulations as shall be fixed from time to time by the Cooperative. It is expressly

understood that amounts paid for electric energy in excess of the cost of service

are furnished by members as capital and each member shall be credited with the

capital so furnished as provided by these Bylaws. Each member shall pay to the

Cooperative such minimum amount regardless of the amount of electric energy

consumed as shall be fixed by the Board from time to time. Each member shall

also pay all amounts owed by him to the Cooperative as and when the same shall

become due and payable.

Section 7. Non-Liability for Debts of the Cooperative. The private property of

the members of the Cooperative shall be exempt from execution for the debts of

the Cooperative and no member shall be individually liable or responsible for any

debts or liabilities of the Cooperative.

Section 8. Termination of Membership.

(a) Any member may withdraw from membership upon compliance with

such uniform terms and conditions as the Board may prescribe. Subject

to any regulations imposed by lawful authority, the Board may, by the

affirmative vote of not less than two-thirds of all members of the Board,

expel any member who fails to comply with any of the provisions of

the Articles of Incorporation, Bylaws or reasonable rules or regulations

adopted by the Board, but only if such member shall have been given

written notice by the Cooperative that such failure makes him liable

to expulsion and such failure shall have continued for at least ten days

-11-

after such notice was given. Any expelled member may be reinstated

by vote of the Board or by vote of the members at any annual or special

meeting. The membership of a member who for a period of six (6)

months after service is available to him has not purchased electric

energy from the Cooperative, or of a member who has moved out of the

service area or otherwise ceased to purchase energy from the Cooperative,

may be cancelled pursuant to procedures established by the Board.

The voting rights of a member who requests temporary disconnection

of service, shall be suspended during the period service is not received.

(b) Upon the withdrawal, death, cessation of existence or expulsion of a

member, the membership of such member shall thereupon terminate,

and the membership certificate of such member shall be cancelled

forthwith. Termination of membership in any manner shall not release

a member or his estate from any debts due the Cooperative.

(c) Upon the legal separation or divorce of the holders of a joint membership,

or the holders of a membership as tenants in common, such

membership shall continue to be held solely by the one who continues

to occupy or use the premises covered by such membership, in

the same manner and to the same effect as though such membership

had never been joint, provided that except for the membership fee,

this provision shall not affect the ownership of funds held by the Cooperative

in the names of the joint owners, and further provided, that

neither joint owner shall be released from debts due the Cooperative

arising from the joint ownership.

(d) In case of withdrawal or termination of membership in any manner,

the Cooperative may repay to the member the amount of the membership

fee paid by him, provided, however, that the Cooperative

shall deduct from the amount of the membership fee the amount of

any debts or obligations owed by the member to the Cooperative.

Section 9. Property Interest of Members. Upon dissolution after

(a) all debts and liabilities of the Cooperative shall have been paid, and

(b) all capital furnished through patronage shall have been retired as

provided in the bylaws, the remaining property and assets of the

Cooperative shall be distributed among those persons who are members

at the time of dissolution or had been members during the ten

calendar years next preceding the date of the filing of the certificate

of dissolution, in the proportion that the aggregate patronage of each

bears to the total patronage of all members during such ten preceding

calendar years, subject to and in accordance with such classification

of business formula as may have been employed in allocating patronage

capital to such members during the ten year period.

-12-

Section 1. Area Coverage Service. The Cooperative holds itself out to serve

and shall make diligent efforts to extend and render adequate and dependable service

to all unserved persons within the cooperative service area, regardless of the

size or nature of their service requirements, who (a) desire such service and (b)

meet all reasonable requirements established by the Cooperative as a condition of

service.

Section 2. Service Area Maps. The Cooperative shall from time to time prepare

and maintain on file area coverage service maps designating the Cooperative

service area within which it holds itself out to extend and render service under (1)

of this article.

Section 3. Extension and Service Rules. Extension and service rules of the

Cooperative from time to time promulgated by the Board shall be of general and

uniform application and shall provide for service without discrimination to all

patrons as members within the same classification of service.

Section 4. Service to Non-Member Patrons. In the event the Cooperative shall

acquire all or any portion of the property of any public utility former consumers

of such public utility served through the property acquired shall be invited

to become members of the Cooperative. Should any such consumer refuse to

become a member of the Cooperative then the Cooperative may continue to

render electric service to such consumer as a patron of the Cooperative, provided;

however, that the Cooperative may not render service to non-members in excess

of ten percentum of the total patrons served by the Cooperative.

Section 5. Assumption of Public Utility Obligations. Within the corporate

limits of any city or village in which the Cooperative may acquire the property

of any public utility the board of directors by rule, or agreement with the governing

board of such municipality, may cause the Cooperative to become subject

therein to all or part of the regulatory rules and jurisdiction of the Public Service

Commission of Wisconsin, or other regulatory agency provided by law, provided

that this shall not affect the status of the Cooperative in the balance of its service

area nor require approval of its securities issued to the United States of America

or to any financing institution organized by rural electric cooperatives or approved

by the administrator of the Rural Utilities Service or any other official or

agency that succeeds to its responsibilities.

-13-

Section 1. Annual Meeting. The annual meeting of the members shall be held

not later than October in each year at such time and place within the County of

Rusk, State of Wisconsin, as shall be selected by the Board of Directors, which

date, time and place shall be specified in the notice of the annual meeting. If

the election of directors shall not be held at any such annual meeting or at any

adjournment thereof, the board of directors shall cause the election to be held at a

special meeting of the members as soon thereafter as conveniently may be. Failure

to hold the annual meeting at the designated time shall not work a forfeiture

or dissolution of the Cooperative.

Section 2. Meeting Rules and Member Resolutions. Not less than 45 days

before the annual meeting, the board of directors shall appoint a Rules &

Resolutions Committee to adopt rules and procedures for conducting the annual

meeting and to review resolutions to be presented to the annual meeting. The

Committee shall consist of not less than 5 members, which shall not include any

continuing director or candidate for director. Any member wishing to present a

resolution to the annual meeting shall submit the proposed resolution to the Cooperative

so that it is received at least 45 days prior to the meeting, to permit the

Committee to consider the resolution, determine whether additional information

should be presented to the membership to ensure a full airing of the issue and

an informed decision, and make a recommendation to the membership concerning

disposition of the resolution. The members shall be notified of the deadline

for submitting member resolutions through the Wisconsin Energy Cooperative

News, another newsletter of the Cooperative or other means similarly effective

in notifying the membership at least 60 days before the meeting.

Section 3. Special Meetings. Special meetings of the members may be called

by the President or by a two-thirds (2/3) vote of the Board of Directors or upon a

written request signed by at least twenty percent (20%) of all the members and it

shall thereupon be the duty of the Secretary to cause notice of such meeting to be

given as hereinafter provided. Special meetings may be held at any place within

the area served by the Cooperative as designated by the board and shall be specified

in the notice of the special meeting. Any meeting of the members called for

the purpose of considering a proposed sale, lease or other disposition of all or any

substantial portion of the Cooperative’s property, or for the purpose of altering,

amending, or repealing any provision of these Bylaws relating to the sale, lease,

or other disposition of all or any substantial portion of the Cooperative’s property,

shall be held not less than sixty (60) days nor more than ninety (90) days after the

President or Board determines to call the meeting. The determination of whether

or not the property concerned constitutes a “substantial portion” of the Cooperative’s

property shall be made by the Board of Directors.

-14-

Section 4. Notice of Members’ Meetings. Written or printed notice stating the

place, day and hour, and in the case of a special member meeting the purposes for

which the meeting is called, shall be delivered not less than seven (7) days nor

more than thirty (30) days before the date of the meeting, either personally or by

mail, by or at the direction of the Secretary, or upon default in duty by the Secretary,

by the persons calling the meeting, to each member. If mailed, the notice

is given when it is deposited or a newsletter or other publication of the Cooperative

or of an affiliated organization which includes the notice, is deposited, in the

United State mail, with postage prepaid thereon, addressed to such person at the

address as it appears on the records of the Cooperative. In case of joint memberships,

or memberships as tenants in common, notice given to either joint tenant

member or either tenant in common member shall be deemed notice to both

members. The failure of any member to receive notice of an annual or special

meeting of the member shall not invalidate any action which may be taken by the

members at such meeting.

Section 5. Quorum. The number of members to constitute a quorum at a meeting

of members shall be fifty (50). In case of a joint membership or a membership

held by tenants in common, the presence at a meeting by either joint member

or by one of the tenants in common, shall be regarded as the presence of one

member. If less than a quorum is present at any meeting, a majority of those present

may adjourn the meeting, provided a new notice is mailed to each member

specifying the time and place of the adjourned meeting.

Section 6. Voting. Each member shall be entitled to one (1) vote and no more

upon each matter submitted to a vote at a meeting of the members, except that

voting rights may be temporarily suspended as provided in Article I, Section

8(a). At all meetings of the members at which a quorum is present, all questions

shall be decided by a vote of a majority of the members voting thereon at such

meeting except as otherwise provided by law, the articles of incorporation of the

Cooperative or these Bylaws. Two or more persons holding a joint or tenancy in

common membership shall jointly be entitled to one (1) vote and no more upon

each matter submitted to a vote at a meeting of the members. Any member which

is a cooperative, corporation, government body, church or voluntary association

may, acting through its governing body, designate in writing, its representative to

act for it at membership meetings. Such written designation shall be filed with the

Secretary before such representative votes at any such meeting, except that the

chairman of any such corporation, association, board or body politic may cast its

vote at such meeting if no such written designation for any other representative

is so filed. Such representative or officer may also vote as an individual if he is a

member. A guardian of any member may vote on behalf of such member.

Section 7. Voting by Absentee Signed Ballot. Any member who is unable to

attend a meeting of the members may vote on any motion to be considered at the

meeting only as follows:

-15-

(a) If the Cooperative provides ballots for the vote on the motion to the

members together with notice of the meeting at which the vote will

be taken and exact copies of the motion and any resolution to which

it pertains, an absent member may vote on the motion by submitting a

signed ballot. If a signed ballot has been submitted on a motion under

this paragraph, neither the motion nor any resolution to which it pertains

may be amended.

(b) If the Cooperative does not provide ballots, and an exact copy of the

motion or resolution to which it pertains to the members along with

the notice of meeting, but makes available ballots for the vote along

with exact copies of the motion or resolution to which it pertains, then

a member may request a ballot and exact copy of the motion and may

vote by submitting a signed ballot. However, the motion and any

resolution to which it pertains may be amended at the meeting and, if

the motion or resolution is amended, the ballot is void. The ballot may

not be counted on any motion to amend or adopt as amended the motion

or resolution.

(c) A sealed envelope bearing the signature of the member and enclosing a

marked but unsigned ballot shall constitute a signed absentee ballot for

purposes of this section.

(d) Absentee ballots shall be mailed or delivered to the Cooperative office

so as to be received at the office on or before the day before the membership

meeting.

(e) In the event a member voting by absentee ballot attends such meeting in

person, the member’s absentee ballot shall be discarded in favor of the

vote cast in person at the meeting.

(f) Ballots for use in voting for directors shall be provided members along

with the notice of meeting. Members may vote by absentee ballot in

accordance with the provisions in this section. Such ballots shall be

counted even though, if permitted by these bylaws, additional nominations

may be made from the floor.

Section 8. Order of Business. The order of business at the annual meeting of

the members, and so far as possible, at all other meetings of the members, shall

be essentially as set forth in the notice of the meeting and shall include the following:

a. Report on registration and declaration of whether a quorum is present.

b. Reading of the notice of the meetings and proof of the due publication or

mailing thereof, or the waiver of notice of the meeting, as the case may

be.

c. Taking action on unapproved minutes of previous meetings of members

that have been distributed to the members.

d. Presentation and consideration of, and if called for acting upon, reports

of officers, directors, and committees.

-16-

e. Election of directors.

f. Unfinished business.

g. New business.

h. Adjournments.

The order of business may be changed by a two-thirds (2/3) vote of the members

in attendance and voting at any such meeting. Unless the members by a twothirds

(2/3) vote of those in attendance and voting determine otherwise, the latest

edition of Roberts Rules of Order shall govern all other procedural questions not

covered by the meeting rules and procedures adopted by the Rules & Resolution

Committee.

Section 1. General Powers. All powers of the Cooperative shall be exercised

by or under authority of, and the business and affairs of the Cooperative shall be

managed under the direction of, the board of directors, except as otherwise provided

by law, the articles of incorporation, or these bylaws. There shall be nine

(9) directors.

Powers of the board of directions (without limitation because of designation)

shall include the determination and fixing of classifications of business,

rates to be charged by the Cooperative for services furnished, the promulgation

and enforcement of rules and regulations governing service to patrons,

and the selection or nomination of directors, delegates or other representatives

of the Cooperative at meetings of organizations of which the Cooperative

may be a member, including the power to remove such director, delegate or

representative.

Section 2. Director Districts. The territory served by the Cooperative shall be

divided into a number of districts equal to the number of directors. Each district

to the extent practicable shall be composed of continguous government survey

townships and shall contain approximately the same number of members as each

other district. The lines of such district shall initially be established and may from

time to time be changed by the board of directors but shall be subject to revision

by the members at any membership meeting. Each district shall be represented by

one director who must be a resident of such district. Directors shall be nominated

and elected for the terms and in the manner provided in Section 3, 4 and 5 following.

Section 3. Tenure and Qualifications.

(a) Directors shall be elected by the members at the annual meeting for

three year terms on a staggered basis so that no more than three of such

terms shall expire at each annual meeting.

(b) Qualifications: No member shall be eligible to become or remain a

director or hold any position of trust in the Cooperative, who

-17-

(1) is not a bona fide resident of the district on premises served by the

Cooperative; or

(2) is in any way employed by or financially interested in a competing

enterprise, or a business selling electric energy, supplies or services

to the Cooperative, provided that nothing in this section contained

shall preclude any member from serving as a director or from holding

any position of trust in the Cooperative because such member is

also a member or director of any other cooperative from which this

Cooperative purchases or may purchase electric energy, supplies, or

services; or

(3) is a close relative of a full time employee as defined in Section 7 of

this Article; or

(4) has been employed by the Cooperative or an entity controlled by

the Cooperative at anytime in the three years preceding election or

appointment as a director; or

(5) while a director or during the five years preceding election or appointment

as a director was convicted of any felony or of any other

offense involving a breach of trust; or

(6) while a director or during the five years preceding election or appointment

as a director has pursued any litigation or claim against

the Cooperative or any of its employees or directors or has been in

default on any obligation owed to the Cooperative.

(7) When a membership is held jointly or by tenants in common, one of

the joint tenants or one of the tenants in common, but not more than

one, may be elected a director, provided, however, that such person

shall not be eligible to become or remain a director or hold a

position of trust in the Cooperative unless both joint tenants or

all tenants in common shall meet the qualifications hereinabove

set forth. When a membership is held by a partnership, one, but

not more than one, of the partners designated in writing by the

partnership may be elected a director; provided, however, that

none of the partners shall be eligible to become or remain a

director or hold a position of trust in the Cooperative unless the

candidate shall meet the qualifications set forth in (b)

(1) - (6), above, and unless all partners shall meet the qualifications

set forth in (b) (2) - (6), above. When a membership is held

by a corporation, one, but not more than one, of the officers thereof

designated in writing by the corporation may be elected a director

provided, however, that none of the officers shall be eligible

to become or remain a director or hold a position of trust in the

Cooperative unless the candidate shall meet the qualifications set

forth in (b) (1) - (6), above, and unless all of the officers shall meet

the qualifications set forth in (b) (2) - (6), above.

(c) Disqualification.

(1) At a meeting of the membership, other than at a district meeting,

-18-

upon establishment of the fact that a nominee for director lacks

eligibility under this section it shall be the duty of the chairperson

presiding at the meeting at which such nominee would

otherwise be voted upon to disqualify such nominee.

(2) Except as provided in subs. (1), above, upon the establishment of

the fact that any person being considered for, or already holding

a position of director, may lack eligibility to become or remain

a director, it shall be the duty of the directors, upon reasonable

notice to the person whose eligibility is in question, to hold a

hearing on such matters.

The directors shall find and determine whether such person is

ineligible to become a director, of if already a director, is ineligible

to remain a director under the qualifications provided in

these bylaws. In making such determination, if the person whose

eligibility is being considered is a director, that person may not

vote. If the remaining directors determine by a majority vote

that the person, if a candidate, is ineligible to become a director,

then such person’s name shall be withdrawn as a candidate for

director. If the person is already a director, then that person shall

be ineligible to remain a director, and his or her office as a director

shall forthwith become vacant. The remaining directors shall

appoint a successor until the next membership meeting.

Section 4. Nomination of Directors. Any 15 or more members of the district

from which a director is to be elected at the succeeding annual meeting may

make nominations in writing over their signatures, not less than 60 days prior to

the annual meeting. In the event no nominations are submitted for any district by

that date, the Board of Directors shall appoint a Nominating Committee which

shall exercise reasonable efforts to nominate two or more qualified candidates

for director from that district.

Section 5. Election of Directors. There shall be included with the notice of

annual meeting sent to each member a ballot containing the names of the qualified

candidates nominated by petition or by the Nominating Committee. Each

member of the Cooperative shall be eligible to vote for one candidate from each

district from which a director is to be elected, either by voting in person at the

meeting or by submitting an absentee ballot as provided in Article III, Section 7,

above. The candidate from each district receiving the highest number of votes

shall be deemed elected.

Section 6. Vacancies. Subject to the provisions of these bylaws with respect

to the removal of directors, vacancies occurring in the Board of Directors shall

be filled by a majority vote of the remaining directors and directors thus elected

shall serve for the unexpired portion of the term or until their successors shall

have been elected and shall have qualified.

-19-

Section 7. Compensation. Board members shall not receive any salary for

their services as such, but by resolution of the board a fixed sum for each day or

portion thereof spent on Cooperative business, such as attendance at meetings,

conferences and training programs, or performance of committee assignments

or other services when authorized by the board, along with reasonable expenses

actually and necessarily incurred, may be allowed.

No board member shall receive compensation for serving the Cooperative

in any other capacity, nor shall any close relative of a board member receive

compensation for serving the Cooperative, unless the payment and amount of

compensation shall be specifically authorized by a vote of the members, or the

service by the board member or his close relative shall have been certified by the

board as an emergency measure.

The term “close relative,” as used herein, applies to the following: son, daughter,

mother, father, sister, brother, spouse, stepfather, stepmother, half-sister and

half-brother.

Section 8. Policies, Rules and Regulations. The board shall have power to

make and adopt such policies, rules and regulations, not inconsistent with law,

the articles of incorporation or these bylaws, as it may deem advisable for the

management of the business and affairs of the Cooperative. Such policies, rules

and regulations shall be binding upon all members provided that copies of

the policies, rules, and regulations are available to members upon request and

provided, further, that members receive notice of the substance of any changes

adopted after October 13, 2006. For purposes of this section, notice shall be

deemed sufficient if it is mailed to the member at the member’s address as it

appears on the records of the Cooperative, postage duly prepaid, or if it is published

in a newsletter sent by the Cooperative to its members, is published in the

service area of the Cooperative.

Section 9. Accounting System and Reports. The Board of Directors shall

cause to be established and maintained a complete accounting system which,

among other things, subject to applicable laws and rules and regulations of any

regulatory body, shall conform to generally accepted accounting principles and

to such other accounting requirements as may from time to time be designated by

the Administrator of the Rural Utilities Service of the United States of America,

or any other officer or agency that succeeds to its responsibilities. Financial

records of the Cooperative shall be examined by a committee of the Board of

Directors which shall render reports to the Board of Directors as regular meetings

thereof. The Board of Directors shall also after the close of each fiscal year

cause to be made a full and complete audit of the accounts, books and financial

condition of the Cooperative as of the end of such fiscal year. A report shall be

submitted to the members at the following annual meeting.

-20-

Section 10. Change in Rates. Written notice of any change in the rates charged

by the Cooperative for electric energy shall be given to the Administrator of the

Rural Utilities Service of the United States of America, or any other officer or

agency that succeeds to its responsibilities, to the extent required by applicable

law or contract. This requirement shall not apply to any automatic fuel clause or

purchased power cost adjustment.

Section 11. Executive Committee. The Board of Directors may elect an Executive

Committee to consist of three or more Directors, to act for the Board during

the interim between board meetings. The Executive Committee may exercise all

the power of the Board except:

(a) Powers reserved by the Board to itself;

(b) Apportionment and distribution of proceeds;

(c) Election of officers; or

(d) Filling of vacancies in the Board.

Section 12. Removal of Board Member by Members. Any member may bring

charges against a board member and, by filing with the Secretary such charges

in writing together with a petition signed by at least ten percent (10%) of the

members, may request the removal of such board member by reason thereof.

Upon receipt of such petition it shall be the duty of the President or the board of

directors to call a special meeting of the members to hear the same. Such board

member shall be informed in writing of the charges at least ten days prior to the

meeting of the members 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

board member shall be considered and voted upon at the 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 1. Regular Meetings. The regular annual meeting of the board of

directors for the election of officers shall be held immediately after and at the

same place as the annual meeting of members or at the time and place of the

next regularly scheduled monthly board meeting. A regular meeting of the board

of directors shall also be held monthly at such time and place in Rusk County,

Wisconsin, or convenient to the area served by the Cooperative, as the board of

directors may provide by resolution. Such regular monthly meetings may be held

without notice other than such resolution fixing the time and place thereof.

-21-

Section 2. Special Meetings. Special meeting of the board of directors may be

called by the President or any three (3) directors. The person or persons authorized

to call special meetings of the board of directors may fix the time and place for the

holding of any special meeting of the board of directors called by them.

Section 3. Notice. Notice of the time, place and purpose of any special meeting

of the board of directors shall be given at least three (3) days previous thereto, by

written notice, delivered personally or mailed to each director at his last known

address. If mailed, such notice shall be deemed to be delivered when deposited

in the United States mail so addressed, with postage thereon prepaid. The attendance

of a director at any meeting shall constitute a waiver of notice of such

meeting, except in case a director shall attend a meeting for the express purpose

of objecting to the transaction of any business because the meeting shall not have

been lawfully called or convened.

Section 4. Quorum. A majority of the board of directors shall constitute a

quorum for the transaction of business at any meeting of the board of directors,

provided, that if less than a majority of the directors are present at said meeting,

a majority of the directors present may adjourn the meeting from time to time

without further notice.

Section 5. Manner of Acting. The act of the majority of the directors present at a

meeting a which a quorum is present shall be the act of the board of directors.

Section 6. Conduct of Meetings. All meetings of the board of directors shall

be conducted in a professional manner, with decorum, and with respect shown by

and towards all who participate, whether they are members, directors, employees,

consultants or guests. Any person acting in a manner inconsistent with those principles

may be directed by the presiding officer to leave the meeting, however, in

the event it is a director whose conduct prompts such removal he or she may only

be removed from a meeting upon the affirmative vote of not less than two-thirds

(2/3) of the remaining directors.

Section 1. Number. The officers of the Cooperative shall be a President, Vice-

President, Secretary and Treasurer. The offices of Secretary and of Treasurer may

be held by the same person.

Section 2. Election and Term of Office. The officers shall be elected, by ballot,

annually by and from the board of directors at the first meeting of the board of directors

held after each annual meeting of the members. If the election of officers

shall not be held at such meeting, such election shall be held as soon thereafter as

-22-

conveniently may be. Each officer shall hold office until the first meeting of the

board of directors following the next succeeding annual meeting of the members

or until his successor shall have been duly elected and shall have qualified, subject

to the provisions of these Bylaws with respect to the removal of officers.

Section 3. Removal of Officers and Agents by the Board. Any officer or agent

elected or appointed by the board of directors may be removed by the board of

directors whenever in its judgment the best interests of the Cooperative will be

served thereby.

Section 4. Vacancies. Except as otherwise provided in these bylaws, a vacancy

in any office may be filled by the board of directors for the unexpired portion of

the term.

Section 5. President. The President shall:

(a) be the principal executive officer of the Cooperative and, unless otherwise

determined by the members or the board, shall preside at all meetings

of the members and the board;

(b) sign, with the Secretary, any deeds, mortgages, deeds of trust, notes, bonds,

contracts or other instruments authorized by the board to be executed, except

in cases in which the signing and execution thereof shall be expressly

delegated by the board or by these bylaws to some other officer or agent

of the Cooperative, or shall be required by law to be otherwise signed or

executed; and

(c) in general perform all duties incident to the office of President and such

other duties as may be prescribed by the board from time to time.

Section 6. Vice President. In the absence of the President, or in the event of the

President’s 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 also perform such

other duties as from time to time may be prescribed by the board.

Section 7. Secretary. The Secretary shall be responsible for the following, but

the actual execution of the duties and functions may be delegated to employees

of the Cooperative under the direction of the manager:

(a) keeping the minutes of the meetings of the members and of the board in

books provided for that purpose;

(b) seeing that all notices are duly given in accordance with these bylaws or

as required by law;

(c) the safekeeping of the corporate books and records and the seal of the

Cooperative and affixing the seal of the Cooperative 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;

(d) keeping a register of names and post office addresses of all members.

-23-

Section 8. Treasurer. The Treasurer shall be responsible for the following, but

the actual execution of the duties and functions may be delegated to employees

of the Cooperative under the direction of the manager:

(a) custody of all funds and securities of the Cooperative;

(b) the receipt of and the issuance of receipts for all monies due and payable

to the Cooperative and for the deposit of all such monies in the name of

the Cooperative in such bank or banks as shall be selected in accordance

with the provisions of these bylaws; and

(c) the general performance of all duties incident to the office of Treasurer and

such other duties as from time to time may be prescribed by the board.

Section 9. Manager. The board of directors may appoint a manager who may

be, but who shall not be required to be, a member of the Cooperative. The manager

shall perform such duties as the board of directors may from time to time

require of him and shall have such authority as the board of directors may from

time to time vest in him.

Section 10. Bonds of Officers. The board of directors shall require the Treasurer

or any other officer of the Cooperative charged with the responsibility for

the custody of any of its funds or property, to give bond in such sum and with

such surety as the board of directors shall determine. The board of directors in its

discretion may also require any other officers, agent or employee of the Cooperative

to give bond in such amount and with such surety as it shall determine.

Section 11. 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.

Section 1. Contracts. Except as otherwise provided in these Bylaws, the board

of directors may authorize any officer or officers, agent or agents to enter into any

contract or execute and deliver such instrument in the name and on behalf of the

Cooperative and such authority may be general or confined to specific instances.

Section 2. Checks, Drafts, 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 by such officer or officers, agent

or agents, or employee or employees, of the Cooperative and in such manner as

shall from time to time be determined by resolution of the board of directors.

-24

Section 3. Deposits and Investments. All funds except petty cash of the

Cooperative shall be deposited or invested from time to time to the credit of the

Cooperative in such bank or banks or in such financial securities or institutions as

the board may select. Nothing herein shall be deemed to prohibit the board from

extending loans to members for proper purposes in the interest of the Cooperative.

Section 1. Interest or Dividends on Capital Prohibited. The Cooperative shall

at all times be operated on a cooperative non-profit basis for the mutual benefit of

its patrons. No interest or dividends shall be paid or payable by the Cooperative

on any capital furnished by its patrons.

Section 2. Patronage Capital in Connection With Furnishing Electric Energy.

In the furnishing of electric energy, the Cooperative’s operations shall be so conducted

that all patrons will, through their patronage, furnish capital for the Cooperative.

In order to induce patronage and to assure that the Cooperative will operate

on a nonprofit basis, the Cooperative is obligated to account on a patronage

basis to all its patrons within a particular business classification for all amounts

received and receivable from the furnishing of electric energy to patrons within

such classification in excess of operating costs and expenses properly chargeable

against the furnishing of electric energy to patrons within such classification.

Subject to the provisions hereof relating to adjustments between and among

classes of business, all such amounts in excess of operating costs and expenses

at the moment of receipt by the Cooperative are received with the understanding

that they are furnished by patrons as capital. Subject to the provisions hereof

relating to adjustments between and among classes of business, the Cooperative

is obligated to pay as credits to a capital account for each patron all such amounts

in excess of operating costs and expenses. The books and records of the Cooperative

shall be kept in such a manner that at the end of each fiscal year the amount

of capital, if any, so furnished by each patron is clearly reflected and credited in

an appropriate record to the capital account of each patron, and the Cooperative

shall within a reasonable time after the close of the fiscal year notify each patron

of the amount of capital so credited to his class of business and to his account.

All such amounts credited to the capital account of any patron shall have the

same status as though they had been paid to the patron in cash in pursuance of a

legal obligation to do so and the patron had then furnished the Cooperative corresponding

amounts of capital.

All other amounts received by the Cooperative from its operations in excess

of costs and expenses shall, insofar as permitted by law, be apportioned among

the various classes of business on a total patronage basis and shall be (a) used to

offset any losses incurred during the current or any prior fiscal year, and (b) to the

-25-

extent not needed for that purpose, allocated to its patrons within such business

classifications on a patronage basis and any amount so allocated shall be included

as part of the capital credited to the accounts of patrons, as herein provided.

Section 3. Unallocated Reserves. Notwithstanding anything to the contrary in

this Article, the Board of Directors, in its discretion, may in any year credit to

unallocated surplus or reserves of the Cooperative a portion of the net proceeds

not exceeding the amount of margins from any subsidiaries of the Cooperative

and other non-operating margins, but not including patronage capital from the

Cooperative’s wholesale power supplier or cooperative lenders.

Section 4. Classification of Business. With respect to the furnishing of electric

energy, and the allocation of capital credits in connection therewith, the board

may classify the business done by the Cooperative with all of its patrons into

classes of business and patronage. Such classifications shall be based on factors

relating to the cost of rendering service and the rates lawfully chargeable

in connection therewith in accordance with reasonable accounting, engineering

and utility standards and practice. The board may apply to such classes of

business formulas designed to equitably determine for each class so established

any amounts paid by patrons within such class in excess of the costs of service

for such class. In developing such formulas, and in determining the respective

amounts of capital so furnished by all patrons within such classes, the board shall

give regard to the level of capital contributed by each such class of business during

the current or any prior fiscal year so as to equitably adjust the aggregate capital

accounts between and among classes of business. If the receipts from every

class of business in any year exceed the costs and expenses allocable and chargeable

thereto, then the excess of receipts over expenses for each class of business

shall be allocable to each such class as capital credits and to patrons within

each such class on a dollar patronage basis. If, however, the costs and expenses

chargeable or allocable against any one or more classes of business exceed the

receipts from all patrons within such class or classes of business, then such deficit

shall be charged against patronage margins otherwise assignable to any remaining

class or classes of business, on a dollar volume patronage business, so that in

no year shall there be credited to patrons as patronage capital an amount greater

than the excess of receipts from all patrons over the costs and expenses of doing

business with all patrons. All patronage margins contributed by patrons within a

given class of business shall be assigned to such patrons on a dollar volume basis

of patronage, but no patronage capital shall be deemed to have been contributed

by, or shall be allocated to, any patron within any class of business, if the receipts

from all patrons within such class do not exceed the costs and expenses chargeable

or allocable to such class. In the event patronage from any patrons falls into

two or more classes of business, capital credits assigned to such patron shall be

the net amount of the capital credits determined after debiting and crediting from

all such classes of business.

-26

Section 5. Retirement of Patronage Capital. If, at any time prior to dissolution or

liquidation, the board of directors shall determine that the financial conditions of the

Cooperative shall be not be impaired thereby the capital then credited to patrons’

accounts may be retired in full or in part. The board of directors shall determine

under rules of general application the method, basis, priority and order of retirement,

if any, for all amounts heretofore and hereafter furnished as capital.

Section 6. Assignment of Patronage Capital. Except as provided in Sections 9

and 10 hereof, 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.

Section 7. Prior Retirement To Estates of Deceased Patrons. Notwithstanding

any other provision of these Bylaws, the Board of Directors, at its discretion,

shall have the power at any time upon the death of any patron, who was a natural

person, if the legal representatives of his estate shall request in writing that the

capital credits to any such patron be retired prior to the time such capital would

otherwise be retired under the provisions of these Bylaws, to retire capital credits

to any such patron immediately upon such terms and conditions as the Board

of Directors, acting under policies of general application, and the legal representatives

of such patron’s estate shall agree upon; provided, however, that the

financial condition of the Cooperative will not be impaired thereby. The Board

is authorized, but not required to provide for prior retirements to surviving joint

tenancy patrons and to heirs of deceased patrons on the same basis as retirements

hereunder may be made to estates of deceased patrons.

Section 8. Security Interest in Patronage Capital. The Cooperative shall have

a continuing security interest in the patronage capital allocated and credited to

any patron for any indebtedness due and owing from such patron to the Cooperative.

The patron shall execute such documents as the Cooperative may request to

create and perfect this security interest. The rights of the Cooperative under the

security interest hereby granted may be exercised in the event of the default in

payment by the patron of the patron’s obligations, or in the event of the bankruptcy

of the patron, and such indebtedness of the patron shall be subtracted from

the capital allocated and credited to the patron in any retirement thereof made

hereunder to said patron or to his estate, heirs, or surviving joint member.

Section 9. Assignment To Federated Youth Foundation, Inc. Any patron

may assign all or any portion of the patronage capital now or hereafter expected

to be credited to him pursuant to this Article VIII to Federated Youth Foundation,

Inc., a charitable tax exempt trust, effective as of the date of assignment subject

to the Cooperative’s prior lien for unpaid charges under Section 8 of this article.

-27-

Section 10. Forfeiture of Unclaimed Funds.

(a) The Cooperative shall effect the forfeiture of all unclaimed funds, including

all forms of distributions or capital credits, membership fees, deposits,

and dividends, and shall do the following in connection therewith:

(1) No earlier than three years and no later than five years after the

funds are first made available to the owners, the board of directors

shall declare the funds forfeited to the Cooperative unless claimed

by a specified date.

(2) After the declaration of forfeiture, the Cooperative shall give

notice that states that the funds shall be forfeited if not claimed by

the specified date, which date shall be a business day at least 60

days after the mailing of the notice.

(3) The notice under paragraph (2) shall be mailed to the last known

address of each owner and shall be published on or before the date

of mailing in a newspaper published in the municipality containing

the service area of the Cooperative.

(4) The Cooperative shall dedicate any funds remaining unclaimed

after the date specified in paragraph (2) to educational purposes,

limited to providing scholarships or loans to students, or to

charitable purposes, as the board of directors determines, within

one year after the date the funds are declared forfeited under

paragraph (1). Educational purposes shall not include political

purposes as defined in Section 11.01(16), Wisconsin Statutes.

(b) At any time subsequent to a forfeiture under this bylaw, the owner of

forfeited funds may submit a claim to the board of directors and if the

board determines that the person owned the funds at the time of the

forfeiture, it shall refund the funds to the person.

(c) The board of directors may establish a reasonable reserve for payment

of claims, which reserve shall be credited to patrons in accordance

with the ratio which their patronage bears to total patronage. This

reserve shall be reimbursed for claims charged thereto, out of funds

subsequently declared forfeited.

through action of its board of directors, is authorized in the name and on

such amount per month as shall be from time to time determined by the board,

and shall be charged to the aggregate of capital deposited by members under Section

2 of this Article for electric service in the same manner as are charged other

appropriate expenses of the Cooperative.

-28

Section 12. Contractual Obligations. 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 through each patron had individually signed a

separate instrument containing such terms and provisions. The provisions of this

article of the Bylaws shall be called to the attention of each patron of the Cooperative

by posting in a conspicuous place in the Cooperative’s office.

Section 1. Waiver of Notice. Any member or director may waive, in writing,

any notice of meetings required to be given by these Bylaws. In case of a joint

membership, or a membership held by tenants in common, a waiver of notice

signed by one joint tenant or one tenant in common shall be deemed a waiver of

notice of such meeting by all joint or tenant in common members.

Section 2. Action Without Meeting. Any action which may be taken at a meeting

may be taken without a meeting if a writing setting forth and approving the

action taken shall be signed by all of the Cooperative members, directors or

executive committee members entitled to vote on such action. Such consent shall

have the same force and effect as a unanimous vote at a meeting.

The Cooperative may not sell, lease or otherwise dispose of or encumber all or

any substantial portion of its property unless such sale, lease or other disposition

is authorized at a meeting of the members thereof by the affirmative vote of not

less than two-thirds (2/3) of all of the members of the Cooperative, and unless the

notice of such proposed sale, lease or other disposition shall have been contained

in the notice of the meeting; provided, however, that notwithstanding anything

herein contained, the board of the Cooperative, without authorization by the

members thereof, shall have full power and authority to authorize the execution

and delivery of a mortgage or mortgages or a deed or deeds of trust upon, or the

pledging or encumbering of, any or all of the property, assets, rights, privileges,

licenses, franchises and permits of the Cooperative, whether acquired or to be

acquired, and wherever situated, as well as the revenues and income therefrom,

all upon such terms and conditions as the Board shall determine to secure any

indebtedness of the Cooperative; provided further that the board may, upon authorization

of a majority of those members of the Cooperative present at a meeting

of the members thereof, sell, lease, or otherwise dispose of all or a substantial

-29-

portion of its property to or merge or consolidate with another Cooperative or

foreign corporation doing business in this State pursuant to Chapter 185, Wisconsin

Statutes, and further provided such other cooperative or corporation is primarily

engaged in producing or furnishing electric power or energy to its members.

The fiscal year of the Cooperative shall begin on the first day of January of

each year and end on the last day of December of the same year.

The corporate seal of the Cooperative shall be in the form of a circle and shall

have inscribed thereon the name of the Cooperative and the words, “Corporate

Seal, Wisconsin”.

Section 1. Membership. The Cooperative shall not become a member of any

other organization without a two-thirds (2/3) vote of the board of directors or an

affirmative vote of the members at a meeting called as provided in these Bylaws

and the notice of said meeting shall specify that action is to be taken up upon

such proposed membership as an item of business.

Section 2. Board Representation. No person shall be nominated, elected or

continue to serve as a director on the board of directors of any other cooperative

association or corporation of which this Cooperative is a member as the

representative of this Cooperative unless such person is also a director or the

general manager of this Cooperative; provided however, that this provision shall

not apply to the nomination, election or continuance as a director of such other

cooperative of any person who is serving as a director representing this Cooperative

on the board of directors of another Cooperative at the time of the adoption

of this section.

-30

To the extent permitted by law, the Cooperative shall indemnify an individual

against liability and expenses incurred in any proceeding in which the individual

was joined as a party because of his or her service at anytime as an officer or

director of this Cooperative, and shall indemnify employees to the same extent

permitted for officers and directors. Entitlement to indemnification shall be

determined by majority vote of the disinterested directors. If a quorum cannot

be obtained, then the determination shall be made by majority vote of a committee

duly appointed by the Board of Directors or by independent legal counsel

selected by the Board. The Board may refer the matter to the members for their

determination by majority vote at a meeting of the disinterested members duly

called and held. The Board in its discretion may advance the expenses incurred

by the officer, director or employee prior to final resolution of the matter. The

Cooperative may purchase and maintain insurance covering the risk of such

claims, and the scope of such coverage may be broader than the undertaking for

indemnification described in this Article.

These bylaws may be altered, amended or repealed by a majority of the members

of the Cooperative voting at any annual or special meeting; provided, however,

that these bylaws shall not be altered, amended or repealed at any meeting

of the members unless notice of the purpose of such alterations, amendments,

or repeal shall have been contained in the notice of such meeting; and provided,

further, that the two-thirds vote requirement for sale, lease or other disposition of

any substantial portion of the Cooperative’s property as described in Article X,

above, may not be altered, amended or repealed except upon the affirmative vote

of at least two-thirds (2/3) of all the members of the Cooperative.

In these bylaws, the use of the masculine gender includes the feminine gender.

-31-

-32