Vote at the 2006 Annual Meeting

Proposed Bylaws Changes for the 2006 Annual Meeting

Your Board of Directors has recommended the proposed bylaws changes listed below. Action on the bylaws will take place during New Business of the Annual Meeting program, Thursday, September 21.

Article III, under Section 2, item 2
Delete the words "the district" and substitute in its place: "one of the counties," so that this item reads as follows:

2. Is a member-customer of the Cooperative and bona fide resident of the district one of the counties represented; and

Article III, Section 3
Add a new Section 3 as follows and renumber the remaining sections in sequential order.

Section 3 Amendments to County Representation of Directors. Notwithstanding the allocation of directors among the counties served by the Cooperative, the Board may, at such time that a director's office becomes vacant due to resignation, failure to meet the qualifications as set forth in Article III, Section 2 of these bylaws, or death, by two-thirds (2/3) majority vote, determine that the allocation of directors among the counties should be changed, as appropriate, to correct any significant inequitable disparity in the representation of the membership on the Board. Written notice stating the amendments made pursuant to this Section shall be provided to the members not less than five (5) days prior to the date on which the nominating committee for the next annual meeting shall first convene.

Article XIII
Delete the second sentence in its entirety. In the last sentence after the first word, “However,” insert: “except as provided in Article III, Section 3,” so that this Article reads as follows:

ARTICLE XIII
Amendments
These bylaws may be altered, amended, or repealed by the affirmative vote of not less than two-thirds (2/3) of the members of the Board of Directors, at any regular or special meeting, providing the Board of Directors sign a waiver of notice. Except that those bylaws affecting the Board of Directors, or the calling of regular or special meetings of member-customers may be altered, amended, or repealed by a majority vote of the member-customers at the annual or special meeting, provided 14 days written notice of the proposed amendment has been given prior to the meeting. However, except as provided in Article III, Section 3, the Board of Directors shall not have the power to alter, amend, or repeal the bylaws or adopt new bylaws directly relating to the election of the Board of Directors.