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Director Qualifications

(as they appear in Article III, Section 2, Sub-section B of the cooperative's bylaws)

(b) Qualifications.  Persons eligible to become or remain a director of the Cooperative shall:

(1)  be a member in good standing of the Cooperative, receiving electric service at the member's primary residence in the district from which the director is elected prior to being nominated for director; provided further, that "primary residence" is defined as the residence that is the chief or main residence of the member and where the member actually lives for the most substantial portion of the year;

(2)  not be, nor within three (3)  years preceding a director candidate's nomination have been, an employee of the Cooperative;

(3)  not be, become, nor shall have been at any time during the five (5) years preceding a director candidate's nomination, employed by a labor union which represents, or has represented, or has endeavored to represent, any employees of the Cooperative;

(4)  not be a close relative of an employee or director, where as found in these bylaws "close relative" means any individual who is, either by blood, law, or marriage, including half, step, foster, and adoptive relations, a spouse, child, grandchild, parent, grandparent, or sibling, or principally resides in the same residence;

(5)  not be employed by, materially affiliated with, or have a material financial interest in, any individual or entity which either is: 

(i)  directly or substantially competing with the Cooperative; or

(ii)  selling goods and services in substantial quantity to the Cooperative; or

(iii)  possessing a substantial conflict of interest with the Cooperative;

For purposes of this section, the terms "material" or "substantially" shall be interpreted as constituting a minimum of 5% of a member's total hours of employment, sales, or income on an annual basis;

(6)  not be or become the full-time employee or agent of, or be or become the full-time employer or principal of, another director;

(7)  not be absent without being excused by the board from three (3) or more regular meetings of the board of directors during any twelve (12) month period;

(8)  be only one, and not more than one, member of a joint membership; provided, however, that none shall be eligible to become or remain a director or to hold a position of trust in the Cooperative unless all shall meet the qualifications hereinabove set forth;

(9)  if a representative or agent of a member is not a natural person, i.e. a corporation, partnership, limited liability company, or similar, then the representative or agent designated as a nominee for director shall be an individual residing within the external boundaries of the district from which (s)he is nominated; and

(10) not have been convicted of a felony while a director, nor during the five (5) years immediately prior to becoming a director.

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