DIRECTOR NOMINATION PROCESS

(As they appear in Article IV, Section 3 of the cooperative's bylaws)

Director candidates shall be nominated through one of the two methods provided in this Section 3. No other method for nominating a director, including nomination from the floor at the annual meeting, shall be effective.

A. Nomination Committee. Not less than one-hundred (100) days before the day of each annual meeting, the Board of Directors shall appoint a Nominations Committee consisting of Cooperative members. The Nomination Committee shall include one member from each of the Cooperative’s nine (9) geographical sub-districts described in Section 2(B) above. A member that is a firm, association, corporation, or body politic or subdivision thereof may serve on the Nomination Committee through a representative that is designated as provided in Article III, Section 5, provided however, that such representative must also be a domiciliary of the same subdistrict as the entity that he/she represents on the Nomination Committee. The Cooperative’s officers, directors, and employees shall not be eligible to serve on the committee.

The Nomination Committee shall nominate at least one nominee for each director vacancy. At least seventy (70) days before the day of each annual meeting, the Nomination Committee shall prepare and post at the principal office of the Cooperative a notice of the Committee’s nominations for each director position up for election.

B. Nomination by Member Petition. Members may nominate director candidates by a nominating petition. A nominating petition shall be submitted on a form designated and provided by the Cooperative. To be effective, a nominating petition must be received by the Secretary-Treasurer at least fifty (50) days prior to the day of the annual meeting. Any nominating petition that fails to comply with the requirements of this Section shall be ineffective.

To nominate a candidate for director, a minimum of 20 members must sign and date the petition and indicate thereon their addresses where they receive service from the Cooperative. A member that is a firm, association, corporation, or body politic or subdivision thereof may sign such petition through a representative that is designated in writing as provided in Article III, Section 5, but the representative’s signature will only be deemed valid and effective if a copy of such written designation is attached to the nominating petition. To nominate a candidate for a director of a district, only members residing within such district may sign a petition. Members from any one or more districts may sign a petition to nominate a candidate for the at-large director.

There shall be no limit on the number of candidates that may be nominated by petition, but no member may validly sign more than one nominating petition for a particular director position. A member may validly sign a petition to nominate a candidate for at-large director and another petition to nominate a candidate for district director. If a member signs more than one nominating petition for a particular director position, only the signature on the nominating petition first received by the Cooperative shall be counted. Any other signature by such member on any other nominating petition for the same director position shall be invalid and shall not be counted towards the minimum signature requirement for nominating petitions.