DIRECTOR QUALIFICATIONS

(As they appear in Article IV, Section 5 of the cooperative’s bylaws)

To become and remain a Director, a person must comply with the following qualifications:

A. be an individual who is a member served by the Cooperative at his or her residence, who is a bona fide domiciliary of the district which the individual is to represent, and who has been a bona fide domiciliary of that district for at least the one year immediately before his or her nomination;

B. have the capacity to enter into legally binding contracts;

C. while a Director and during the one year immediately before becoming a Director, not be, be employed by, control, own more than ten percent of, serve as a director or officer of, or receive more than ten percent of annual gross income from

    a. an individual or entity that competes with the Cooperative, a Cooperative Subsidiary or a Cooperative Affiliate,

    b. an individual or entity that provides a good or service similar to a good or service provided by the Cooperative, a Cooperative Subsidiary or a Cooperative Affiliate, within the same geographic area as the Cooperative, Cooperative Subsidiary or Cooperative Affiliate, or

    c. an individual or entity that directly or indirectly advances the individual or entity’s pecuniary interest by engaging in business dealings with the Cooperative, a Cooperative Subsidiary or a Cooperative Affiliate, if such interest or relationship would likely impair the individual’s ability to serve the best interest of the Cooperative. Nothing in this provision shall be construed to disqualify any member from serving as a director who provides electric energy by means of distributed generation facilities that are interconnected with Cooperative facilities.

D. while a Director and during the three years immediately before becoming a Director, not be an employee of the Cooperative, a Cooperative Subsidiary or a Cooperative Affiliate;

E. while a Director, not be a relative of a Director or Employee of the Cooperative or of a Cooperative Subsidiary or Cooperative Affiliate except as may be reasonably authorized by the Board as set forth in a policy or policies adopted by the Board;

F. not have been previously removed as a Director by the Board or the members in accordance with these Bylaws, or shall not have resigned as a Director while a proceeding to remove him or her was pending;

G. while a Director not be, and at any time during the three years immediately before becoming a Director, not have been party in any stage of mediation, arbitration, lawsuit, or other legal action against or by the Cooperative or a Cooperative Subsidiary;

H. while a Director and during the five years immediately before becoming a Director, not be convicted of, or plead guilty to, a felony or first degree misdemeanor;

I. except as otherwise provided by the Board for good cause, attend at least two-thirds of all Board Meetings during each year of the Director's term of office; and

J. any other reasonable qualifications set forth in a policy or policies adopted by the Board.

Nothing in this section shall be construed to preclude any member from serving as a director because such member is also a member or a director of any other cooperative from which this Cooperative purchases or may purchase electric energy, supplies or services, or which is engaged in selling electrical or plumbing appliances, fixtures, or supplies to the members of this Cooperative.