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BYLAWS

Laurens Electric Cooperative, Inc.

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LAURENS ELECTRIC COOPERATIVE INC

The aim of the Laurens Electric Cooperative,Inc. (hereinafter called the Cooperative)is to make electric energy available to itsmembers at the lowest cost consistent withsound economy and good management.

ARTICLE I MEMBERS

SECTION 1.01 ELIGIBILITY.

Any natural person, rm, association, corporation,business trust, partnership, Federal agency, Stateor political subdivision or agency thereo, or anybody politic shall be eligible to become a membero, and, at one or more premises owned or directlyoccupied or used by such member, to receiveelectric service rom, Laurens Electric Cooperative,Inc. (hereinater called the Cooperative) by:

(a) ling a written application or membershiptherein;

(b) agreeing to purchase rom the Cooperativeelectric energy as hereinater specied;

(c) agreeing to comply with and be boundby the articles o incorporation andbylaws o the Cooperative and any rulesand regulations adopted by the Board oTrustees;

(d) paying the membership ee hereinaterspecied; and

(e) maintaining an active account in goodstanding with the Cooperative as urtherdened hereinater.

Provided, however, that no person, rm,association, corporation or body politic orsubdivision thereo shall become a memberunless and until he or it has been accepted ormembership by the Board o Trustees or members.No member may hold more than one membershipin the Cooperative, and no membership in theCooperative shall be transerable.

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SECTION 1.02. APPLICATION FOR

MEMBERSHIP.

The applicant shall agree to purchase electricpower and energy rom the Cooperative andto be bound by and to comply with all o theother provisions o the Cooperatives Articleso Incorporation and Bylaws, and all rules,regulations, rate classications and rate schedules

established pursuant thereto, as all the samethen exist or may thereater be duly adopted oramended (the obligations embraced by suchagreement being hereinater called membershipobligations) - shall be made in writing on suchorm as is provided thereor by the Cooperative.

The membership application shall be accompaniedby the membership ee provided or in Section1.03 (together with any service security deposit,service connection deposit or ee, acilities extensiondeposit, or contribution in aid o constructionthat may be required by the Cooperative), which

ee (and such service security deposit, serviceconnection deposit or ee, acilities extensiondeposit, or contribution in aid o construction, iany) shall be reunded in the event the application isby Board resolution denied.

SECTION 1.03. MEMBERSHIP FEE.

The membership ee shall be as xed rom time totime by the Board o Trustees. The membership ee(together with any service security deposit, serviceconnection deposit or ee, acilities extension

deposit, contribution in aid o construction or anycombination thereo, i required by the Cooperative)shall entitle the member to one service connection.A service connection deposit or ee, in such amountas shall be prescribed by the Cooperative (togetherwith a service security deposit, a acilities extension

deposit or a contribution in aid o constructionor any combination thereo, i required by theCooperative), shall be paid by the member or eachadditional service connection requested by him.

SECTION 1.04. JOINT MEMBERSHIP.

A husband and wie, by specically so requestingin writing, may be accepted into joint membershipor, i one o them is already a member, may

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automatically convert such membership into a jointmembership. The words member, applicant,person, his and him, as used in these Bylaws,shall include a husband and wie applying or orholding a joint membership, unless otherwise clearlydistinguished in the text; and all provisions relatingto the rights, powers, terms, conditions, obligations,responsibilities and liabilities o membership shallapply equally, severally and jointly to them. Withoutlimiting the generality o the oregoing

(a) the presence at a meeting o either or bothshall constitute the presence o one memberand a joint waiver o notice o the meeting;

(b) the vote o either or both shall constituteone joint vote:

(c) each, but not both concurrently, shallbe eligible to serve as a trustee o theCooperative, but only i both meet thequalications required thereor; and

(d) neither will be permitted to have anyadditional service connections exceptthrough their one joint membership.

SECTION 1.05. ACCEPTANCE INTO

MEMBERSHIP

Upon complying with the requirements set orth inSection 1.02, any applicant shall automaticallybecome a member on the date o his connection

or electric service. PROVIDED, that the Board oTrustees may by resolution deny an applicationand reuse to extend service upon its determinationthat the applicant is not willing or is not able tosatisy and abide by the Cooperatives terms andconditions o membership or that such application

should be denied or other good cause. PROVIDEDFURTHER, that any person whose application, orsixty (60) days or longer, has been submitted butnot denied by the Board o Trustees and who hasnot been connected by the Cooperative or electricservice may, by ling written request thereor with

the Cooperative at least thirty (30) days prior to thenext meeting o the members, have his applicationsubmitted to and approved or disapproved by the

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vote o the members at such Meeting, at which theapplicant shall be entitled to be present and beheard.

SECTION 1.06. CONVERSION OF

MEMBERSHIP.

(A) A membership may be converted to a jointmembership upon the written request o the holder

thereo and the agreement by such holder andhis or her spouse to comply with the Articles oIncorporation, Bylaws and Rules and Regulationsadopted by the Board o Trustees. The outstandingmembership certicate shall be surrendered andshall be reissued by the Cooperative in such manner

as shall indicate the changed membership status.

(B) Upon the death o either spouse who is partyto the joint membership, such membership shallbe held solely by the survivor. The outstandingmembership certicate shall be surrendered, and

shall be reissued in such manner as shall indicatethe changed membership status; provided, that theestate o the deceased shall not be released romany debts due the Cooperative.

SECTION 1.07. PURCHASE OF ELECTRIC

POWER AND ENERGY; POWER PRODUCTIONBY MEMBER; APPLICATION OF PAYMENT TO

ALL ACCOUNTS.

The Cooperative shall use reasonable diligence tournish its members with adequate and dependable

electric service, although it cannot and thereoredoes not guarantee a continuous and uninterruptedsupply thereo, and each member, or so long assuch premises are owned or directly occupied orused by him, shall purchase rom the Cooperativeall central station electric power and energy

purchased or use on all premises to which electricservice has been urnished by the Cooperativepursuant to his membership, unless and except tothe extent that the Board o Trustees may in writingwaive such requirement, and shall pay thereorat the times, and in accordance with the rules,

regulations, rate classications and rate schedules(including any monthly minimum amount that maybe charged without regard to the amount o electric

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power and energy actually used) established bythe Board o Trustees. Production or use o electricenergy on such premises, regardless o the sourcethereo, by means o acilities, shall be subject toappropriate regulations as shall be xed rom timeto time by the Cooperative. Each member shallalso pay all other amounts owed by him to theCooperative as and when they become due andpayable. When the member has more than oneservice rom the Cooperative, any payment by himor service rom the Cooperative shall be deemedto be allocated and credited on a pro rata basisto his outstanding accounts or all such serviceconnections, notwithstanding that the Cooperativesactual accounting procedures do not refect suchallocation and proration.

SECTION 1.08. EXCESS PAYMENTS TO BE

CREDITED AS MEMBER-FURNISHED CAPITAL.

All amounts paid or electric service in excess o

the cost thereo shall be urnished by members ascapital, and each member shall be credited withthe capital so urnished as provided in Article IX othese Bylaws.

SECTION 1.09. WIRING OF PREMISES;

RESPONSIBILITY THEREFORE; RESPONSIBILITYFOR METER TAMPERING OR BYPASSING AND

FOR DAMAGE TO COOPERATIVE PROPERTIES;

EXTENT OF COOPERATIVE RESPONSIBILITY;

INDEMNIFICATION.

Each member shall cause all premises receivingelectric service pursuant to his membership tobecome and to remain wired in accordancewith the specications o the S.C. Fire InsuranceUnderwriters Association, the National ElectricCode, any applicable state code or local

government ordinances, and o the Cooperative. Ithe oregoing specications are variant, the moreexacting standards shall prevail. Each membershall be responsible or and shall indemniythe Cooperative and its employees, agents andindependent contractors against death, injury,

loss or damage resulting rom any deect in orimproper use or maintenance o such premisesand all wiring and apparatuses connected thereto

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or used thereon. Each member shall make availableto the Cooperative a suitable site, as determinedby the Cooperative, whereon to place 5 theCooperatives physical acilities or the urnishingand metering o electric service and shall permitthe Cooperatives authorized employees, agentsand independent contractors to have accessthereto saely and without intererence romhostile animals or any other hostile source ormeter reading, bill collecting and or inspection,maintenance, replacement, relocation, repair ordisconnection o such acilities at all reasonabletimes. As part o the consideration or such service,each member shall be the Cooperatives baileeo such acilities and shall accordingly desist rominterering with, impairing the operation o orcausing damage to such acilities, and shall usehis best eorts to prevent others rom so doing.Each member shall also provide such protectivedevices to his premises, apparatuses or meterbase as the Cooperative shall rom time to timerequire in order to protect the Cooperativesphysical acilities and their operation and toprevent any intererence with or damage to suchacilities. In the event such acilities are intereredwith, impaired in their operation or damaged bythe member, or by any other person when themembers reasonable care and surveillance shouldhave prevented such, the member shall indemniythe Cooperative and its employees, agents andindependent contractors against death, injury,loss or damage resulting thererom, including butnot limited to the Cooperatives cost o repairing,replacing or relocating any such acilities and itsloss, i any, o revenues resulting rom the ailureor deective unctioning o its metering equipment.The Cooperative shall, however, in accordancewith its applicable service rules and regulations,indemniy the member or any overcharges orservice that may result rom a malunctioning o itsmetering equipment or any error occurring in theCooperatives billing procedures. In no event shallthe responsibility o the Cooperative or urnishingelectric service extend beyond the point delivery.

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SECTION 1.10. MEMBER TO GRANT

EASEMENTS TO COOPERATIVE AND TO

PARTICIPATE IN REQUIRED COOPERATIVE

LOAD MANAGEMENT PROGRAMS.

Each member shall, upon being requested so todo by the Cooperative, execute and deliver to theCooperative grants o easement or right-o-wayover, on and under such lands owned or leased by

or mortgaged to the member, and in accordancewith such reasonable terms and conditions, asthe Cooperative shall require or the urnishing oelectric service to him or other members or or theconstruction, operation, maintenance or relocationo the Cooperatives electric acilities. Each

member shall participate in any required programand comply with related rates and service rulesand regulations that may be established by theCooperative to enhance load management, moreeciently to utilize or conserve electric energy or toconduct load research.

SECTION 1.11 MEMBERSHIP CERTIFICATES

Membership in the Cooperative may, i the Boardso resolves, be evidenced by a certicate omembership, which shall be in such orm and shall

contain such provisions as shall be determined bythe Board o Trustees not contrary to, or inconsistentwith, the Cooperatives Articles o Incorporationor its Bylaws. Such certicate, i authorized tobe issued by the Board, shall be signed by thePresident and by the Secretary, and the seal shall

be axed thereto: PROVIDED, that the seal andsignature o the President and the Secretary maybe imprinted thereon by acsimile. No membershipcerticate shall be issued or less then themembership ee xed by the Board o Trustees noruntil such membership ee, any required service

security deposits, acilities extension deposits,service connection ees, or contributions in aid oconstruction have been ully paid. In case o a lost,destroyed or mutilated certicate, a new certicatemay be issued thereore upon such terms andsuch indemnity to the Cooperative as the Board o

Trustees may prescribe.

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ARTICLE IIMEMBERSHIP SUSPENSION AND

TERMINATION

SECTION 2.01. SUSPENSION; REINSTATEMENT.

Upon his ailure, ater the expiration o the initialtime limit prescribed either in a specic notice tohim or in the Cooperatives generally publicized

applicable rules and regulations, to pay anyamounts due the Cooperative or to cease any othernon-compliance with his membership obligations,a persons membership shall automatically besuspended; and he shall not during such suspensionbe entitled to receive electric service rom the

Cooperative or to cast a vote at any meeting othe members. Payment o all amounts due theCooperative, including any additional chargesrequired or such reinstatement, and/or cessationo any other noncompliance with his membershipobligations within the nal time limit provided

in such notice or rules and regulations shallautomatically reinstate the membership, in whichevent the member shall thereater be entitled toreceive electric service rom the Cooperative and tovote at the meetings o its members.

SECTION 2.02. TERMINATION BY EXPULSION;RENEWED MEMBERSHIP.

Upon ailure o a suspended member to beautomatically reinstated to membership, as providedin Section 2.01, he may, without urther notice, but

only ater due hearing i such is requested by him,be expelled by resolution o the Board o Trusteesat any subsequently held regular or special meetingo the Board. The Board o Trustees, acting uponprinciples o general application in such cases,may establish such additional terms and conditions

or renewed membership as it determines to bereasonably necessary to assure the applicantscompliance with all his membership obligations.

SECTION 2.03. TERMINATION BY

WITHDRAWAL OR RESIGNATION.

A member may withdraw rom membership uponsuch generally applicable conditions as the Boardo Trustees shall prescribe and upon either (a)

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ceasing to (or, with the approval o the Board oTrustees, resigning his membership in avor oa new applicant who also shall) own or directlyoccupy or use all premises being urnished electricservice pursuant to his membership, or (b) exceptwhen the Board o Trustees specically waives suchcondition, abandoning totally and permanentlythe use o central station electric service on suchpremises.

SECTION 2.04. TERMINATION BY DEATH OR

CESSATION OF EXISTENCE: CONTINUATION

OF MEMBERSHIP IN REMAINING OR NEW

PARTNERS.

Except as provided in Section 2.06, the death oan individual human member shall automaticallyterminate his membership. The cessation o thelegal existence o any other type o membershall automatically terminate such membership:PROVIDED, that upon the dissolution or any reason

o a partnership, or upon the death, withdrawal oraddition o any individual partner, such membershipshall continue to be held by such remainingand/or new partner or partners as continue toown or directly to occupy or use the premisesbeing urnished electric service pursuant to such

membership in the same manner and to the sameeect as though such membership had never beenheld by dierent partners: PROVIDED FURTHER, thatneither a withdrawing partner nor his estate shall bereleased rom any debts then due the Cooperative.

SECTION 2.05. EFFECT OF TERMINATION.

Upon the termination in any manner o a personsmembership, such member or members estate, asthe case may be, shall be entitled to reund o hismembership ee (and to his service security deposit,

i any, theretoore paid the Cooperative), lessany amounts due the Cooperative; but neither themember nor his estate, as the case may be, shall bereleased rom any debts or other obligations thenremaining due the Cooperative. Notwithstandingthe suspension or expulsion o a member, as

provided or in Sections 2.01 and 2.02, suchsuspension or expulsion shall not unless the Boardo Trustees shall expressly so elect, constitute

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such release o such person rom his membershipobligations as to entitle him to purchase rom anyother person any central station electric power andenergy or use at the premises to which such servicehas theretoore been urnished by the Cooperativepursuant to such membership.

SECTION 2.06. EFFECT OF DEATH, LEGAL

SEPARATION OR DIVORCE UPON A JOINT

MEMBERSHIP.

Upon the death o either spouse o a jointmembership, such membership shall continue tobe held solely by the survivor, in the same mannerand to the same eect as though such membership

had never been joint: PROVIDED, that the estateo the deceased spouse shall not be released romany debts due the Cooperative. Upon the legalseparation or divorce o the holders o a jointmembership, such membership shall continue tobe held solely by the one who continues directly

to occupy or use the premises covered by suchmembership in the same manner and to the sameeect as though such membership had never beenjoint: PROVIDED, that the other spouse shall not bereleased rom any debts due the Cooperative.

SECTION 2.07. BOARD ACKNOWLEDGMENTOF MEMBERSHIP TERMINATION: ACCEPTANCE

OF MEMBERS RETROACTIVELY.

Upon the termination o a persons membershipor any reason, the Board o Trustees, as soon as

practicable ater such termination is made knownto it, shall by appropriate resolution ormallyacknowledge such termination, eective as o thedate on which the Cooperative ceased urnishingelectric service to such person. Upon discoverythat the Cooperative has been urnishing electric

service to any person other than a member, it shallcease urnishing such service unless such personapplies or, and the Board o Trustees approves,membership retroactively to the date on which suchperson rst began receiving such service, in whichevent the Cooperative, to the extent practicable,

shall correct its membership and all related recordsaccordingly.

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SECTION 2.08. NON-LIABILITY FOR DEBT OF

THE COOPERATIVE.

Private property o the members o the Cooperativeshall be exempt rom execution o the debts o theCooperative and no member shall be individuallyliable or responsible or any debts or liabilities othe Cooperative.

ARTICLE IIIMEETING OF MEMBERS

SECTION 3.01. ANNUAL MEETINGS.

For the purposes o electing trustees, hearing and

passing upon reports covering the previous scalyear, and transacting such other business as mayproperly come beore the meeting, the annualmeeting o the members shall be held during themonths o June through September o each year, atsuch place in one o the counties in South Carolina

within which the Cooperative serves, and beginningat such hour, as the Board o Trustees shall romyear to year x: PROVIDED, that, or cause sucientto it, the Board o Trustees may x a dierent dateor such annual meeting not more than thirty (30)days prior or subsequent to the day otherwise

established or such meeting in this Section. It shallbe the responsibility o the Board o Trustees tomake adequate plans and preparations or, andto encourage member attendance at, the annualmeeting and any special meeting. Failure to holdthe annual meeting at the designated time and

place shall not work a oreiture or dissolution o theCooperative.

SECTION 3.02. SPECIAL MEETINGS.

A special meeting o the members may be called

by the Board o Trustees, by any three trustees, bythe President or by petition signed by not less thantwenty (20%) percent o the then-total members othe Cooperative, except in the case o a specialmeeting to consider a dissolution, lease, leasesaleby a petition o no less than ty-one (51 %) percent

o the then-total members o the Cooperative, and itshall thereupon be the duty o the Secretary to causenotice o such meeting to be given as hereinaterprovided in Section 3.03. Such a meeting shall be

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held at such place in one o the counties in SouthCarolina within which the Cooperative serves, asdesignated by the Board o Trustees, on such date,not sooner than orty-ve (45) days ater the call orsuch meeting is made or a petition thereor led,and beginning at such hour as shall be designatedby him or those calling or petitioning or the same.

SECTION 3.03. NOTICE OF MEMBER

MEETINGS.

Written or printed notice o the place, day and houro the meeting and, in the case o a special meetingor o an annual meeting at which business requiringspecial notice is to be transacted, the purpose

or purposes o the meeting shall be delivered toeach member not less than ten (10) days nor morethan twenty-ve (25) days prior to the date o themeeting, either personally or by mail, by or at thedirection o the President or the Secretary (or, in thecase o a special meeting, at the direction o those

calling the meeting). Any such notice delivered bymail may be included with member service billingsor as integral part o or with the Cooperativesmonthly newsletter and/or its monthly insert, iany, in Living in South Carolina. No matter thecarrying o which, as provided by law or by the

Cooperatives Articles o Incorporation or Bylaws,requires the armative votes o more than a simplemajority o the members voting at any meeting othe members, shall be acted upon at any meetingo the members unless notice o such matter shallhave been contained in the notice o the meeting. I

mailed, such notice shall be deemed to be deliveredwhen deposited in the United States mail addressedto the member at his address as it appears on therecords o the Cooperative, with postage thereonprepaid and postmarked at least ten (10) days priorto the meeting date. In making such computation,

the date o the meeting shall not be counted.The incidental and non-intended ailure o anymember to receive a notice deposited in the mailaddressed to the member at his address as shownon the Cooperatives books shall not invalidate anyaction which may be taken by the members at any

such meeting, and the attendance in person or byabsentee ballot, i applicable, o a member at anymeeting o the members shall constitute a waiver

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o notice o such meeting unless such attendanceshall be or the express purpose o objecting to thetransaction o any business, or one or more itemso business, on the ground that the meeting shallnot have been lawully called or convened. Anymember attending any meeting or the purpose omaking such objection shall notiy the Secretaryprior to or at the beginning o the meeting o hisobjection.

SECTION 3.04. QUORUM.

Business may not be transacted at any meetingo the members unless there are present in personat least ve (5) percent o the then-total members

o the Cooperative, except that, i less than aquorum is present at any meeting, a majority othose present in person may without urther noticeadjourn this meeting to another time and date notless than thirty (30) days later and to the samelocation. PROVIDED, that the Secretary shall notiy

any absent members o the time, date and place osuch adjourned meeting by delivering notice thereoas provided in Section 3.03. At all meetings o themembers, whether a quorum be present or not,the Secretary shall annex to the meeting minutes,or incorporate therein by reerence, a list o those

members who were registered as present in person.

SECTION 3.05. VOTING.

Each member who is not in a status o suspension,as provided or in Section 2.01, shall be entitled

to only one vote upon each matter submitted toa vote at any meeting o the members. Voting bymembers other than members who are naturalpersons shall be allowed upon the presentation tothe Cooperative, prior to or upon registration ateach member meeting, o satisactory evidence

entitling the person presenting the same to vote.At all meetings o the members, all questions shallbe decided by a majority o the members votingthereon, except as otherwise provided by law or bythe Cooperatives Articles o Incorporation or theseBylaws. Members may not cumulate their votes.

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SECTION 3.05. PROXIES.

Except as may be provided by law no proxy, mail

or absentee ballot shall be permitted.

SECTION 3.06. CREDENTIALS AND ELECTION

COMMITTEE.

The Board o Trustees shall, at least ten (10) days

beore any meeting o the members, appoint aCredentials and Election Committee. The Committeeshall consist o any uneven number o Cooperativemembers not less than ve (5) nor more thannine (9) who are not members o the NominatingCommittee or existing Cooperative employees,

agents, ocers, trustees or known candidates ortrustee, and who are not close relatives or memberso the same household thereo. In appointingthe Committee, the Board shall have regard orthe equitable representation o the several areasserved by the Cooperative. The Committee shall

elect its own chairman and secretary prior to themember meeting. It shall be the responsibility o theCommittee to establish or approve the manner oconducting member registration and any ballot orother voting, to pass upon all questions that mayarise with respect to the registration o members in

person, to count all ballots 13 or other votes castin any election or in any other matter, to rule uponthe eect o any ballots or other vote irregularly orindecisively marked or cast, to rule upon all otherquestions that may arise relating to member votingand the election o trustees (including but not limited

to the validity o petitions o nomination or thequalications o candidates and regularity o thenomination and election o trustees), and to passupon any protest or objection led with respect toany election or to conduct aecting the results oany election. In the exercise o its responsibility,

the Committee shall have available to it the adviceo counsel provided by the Cooperative. In theevent a protest or objection is led concerning anyelection, such protest or objection must be ledduring, or within three (3) business days ollowingthe adjournment o, the meeting in which the voting

is conducted. The Committee shall thereupon bereconvened, upon notice rom its chairman, not lessthan seven (7) days ater such protest or objection

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is led. The Committee shall hear such evidence asis presented by the protestor(s) or objector(s), whomay be heard in person, by counsel, or both, andany opposing evidence; and the Committee, by avote o a majority o those present and voting, shall,within a reasonable time but not later than thirty(30) days ater such hearing, render its decision,the result o which may be to arm the election, tochange the outcome thereo, or to set it aside. TheCommittee may not armatively act on any matterunless a majority o the Committee is present. TheCommittees decision (as refected by a majorityo those actually present and voting) on all matterscovered by this Section shall be nal.

SECTION 3.07. ORDER OF BUSINESS.

The order o business at the annual meeting o themembers and, insoar as practicable or desirable,at all other meetings o the members shall beessentially as ollows:

(1) Report on the number o members presentin person in order to determine theexistence o a quorum;

(2) Reading o the notice o the meeting and

proo o the due giving thereo, or o thewaiver or waivers o notice o the meeting,as the case may be;

(3) Reading o unapproved minutes o previousmeetings o the members and the taking o

necessary action thereon;

(4) Presentation and consideration o reports oocers, trustees and committees;

(5) Election o trustees;

(6) Unnished business;

(7) New business; and

(8) Adjournment.

Notwithstanding the oregoing, the Board oTrustees or the members themselves may rom time

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to time establish a dierent order o business or thepurpose o assuring the earlier consideration o andaction upon any item o business the transaction owhich is necessary or desirable in advance o anyother item o business: PROVIDED, that no businessother than adjournment o the meeting to anothertime and place may be transacted until and unlessthe existence o a quorum is rst established.

ARTICLE IVTRUSTEES

SECTION 4.01. GENERAL POWERS.

The business and aairs o the Cooperative shall

be managed by a board o nine (9) trustees whichshall exercise all o the powers o the Cooperativeexcept such as are by law or by the Articles oIncorporation o the Cooperative or by these Bylawsconerred upon or reserved to the members.

SECTION 4.02. QUALIFICATIONS.

No person shall be eligible to become or remaina Trustee or to hold any position o trust in theCooperative who:

(a) is not a member in good standing o theCooperative or at least two (2) yearsand a bona de resident o the particulardistrict which he/she is to represent; or

(b) is in any way employed by or nancially

interested in a competing enterprise or abusiness selling electric energy, or suppliesto the Cooperative, or a business primarilyengaged in selling electrical or plumbingappliances, xtures or supplies to themembers o the Cooperative; or

(c) is or has been employed by theCooperative as a regular employee duringthe ve years immediately precedingthe appointment o the Committee onNominations; or

(d) holds any public oce which is popularlyelected; or

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(e) has been convicted in a state or ederalcourt o record o a crime punishable byimprisonment or more than one year andnot having had the civil rights restored bypardon or amnesty; or

() has a close relative who is either aregular employee o the Cooperative oran incumbent trustee. As used in thesebylaws, close relative means a personwho is related to the principal person, byconsanguinity or anity, to the seconddegree or less that is, a person who iseither a spouse, child, grandchild, parent,grandparent, brother or sister, by blood orin law, o the principal.

Notwithstanding any o the oregoing provisionso this section dealing with close relationships, noincumbent trustee shall lose eligibility to remain atrustee or be re-elected as a trustee i he becomesa close relative o another incumbent trustee or oa Cooperative employee because o a marriage towhich he was not a party. Upon establishment othe act that a nominee or trustee lacks eligibilityunder this Section or as may be provided elsewherein these Bylaws, it shall be the duty o the chairmanpresiding at the meeting at which such nomineewould otherwise be voted upon to disqualiy suchnominee. Upon the establishment o the act thatany person being considered or, or 16 alreadyholding, a trusteeship or other position o trust in theCooperative lacks eligibility under this Section, itshall be the duty o the Board o Trustees to withholdsuch position rom such person, or to cause him tobe removed thererom, as the case may be. Nothingcontained in this section shall aect in any mannerwhatsoever the validity o any action taken at anymeeting o the Board o Trustees unless such actionis taken with respect to a matter which is aectedby the provisions o this Section and in which oneor more o the trustees have an interest in confict tothat o the Cooperative.

SECTION 4.03. ELECTION.

At each annual meeting o the members, trusteesshall be elected by secret written ballot by the

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members and, except as provided in the rstprovision o Section 4.02 o these Bylaws, romamong those members who are natural persons:PROVIDED, that, when the number o nomineesdoes not exceed the number o trustees to beelected rom a particular Trustee District, and i thereis no objection, secret written balloting may bedispensed with in respect o that particular electionand voting may be conducted in any other propermanner, Trustees shall be elected by a plurality othe votes cast unless the members in advance o anyballoting resolve that a majority o the votes castshall be required to elect, and this Bylaw provisionshall be drawn to the attention o the members andexplained to them prior to any balloting. Drawingby lot shall resolve, where necessary, any tie votes.

SECTION 4.04. TENURE.

Trustees shall be so nominated and elected thatone trustee rom or with respect to each o Trustee

Districts Nos. 5, 6, and 8 shall be elected orthree year terms at an annual member meeting;one trustee rom or with respect to each o TrusteeDistricts Nos. 4, 7 and 9 shall be elected or three

year terms at the next succeeding annual membermeeting; and one trustee rom or with respect to

each o Trustee Districts Nos. 1, 2 and 3 shall beelected or three year terms at the next succeedingannual member meeting, and so orth: PROVIDED,that the terms o no two trustees rom the sameTrustee District shall coincide. Upon their election,trustees shall, subject to the provisions o these

Bylaws with respect to the removal o trustees, serveuntil the annual meeting o the members o the yearin which their terms expire or until their successorsshall have been elected and shall have qualied.I or any reason an election o trustees shall notbe held at an annual meeting o the members duly

xed and called pursuant to these Bylaws, suchelection may be held at an adjournment o suchmeeting or at a subsequently held special or thenext annual meeting o the members. Failure o anelection or a given year shall allow the incumbentswhose trusteeships would have been voted on to

hold over only until the next member meeting atwhich a quorum is present.

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SECTION 4.05. TRUSTEE DISTRICTS.

The territory served by the Cooperative shall be

divided into nine trustee districts. Notwithstandingthe number o Districts, District descriptions andnumber o District trustees presently provided or inthis section and in other sections o this Article IV,every year the Board o Trustees, not less than ninety(90) days prior to the rst day on which the annual

member meeting may be scheduled pursuant to theseBylaws to be held, shall review the Districts andTrustees. I the Board determines that the boundariesor number o Districts should be altered or thatthe number o District trustees should be increasedor reduced, so as to correct any substantially

inequitable actors regarding the residences omembers, the number o geographic locations oDistricts or the number o District trustees, the Boardshall amend these Bylaws accordingly and may, atersuch amendments become eective, appoint anyadditional trustees provided or by such amendments,

and may x their respective initial terms, not toexceed three years. The Board o Trustees shall causeall such amendments and the names, addresses, andinitial terms o any such newly appointed additionaltrustees to be noticed in writing to the members notless than ten (10) days prior to the date on which the

Committee on Nominations or the next annual 18member meeting shall rst convene, and shall also,in timely advance o such Committee meeting, inormthe members o the names, addresses and telephonenumbers o the members o the NominatingCommittee and o the date, hour and place o that

Committees rst meeting. From ater the date o thenotice o amendments, these Bylaws shall have beeneectively amended accordingly, except that suchDistricts and / or the number o District trustees mayalso be changed by amendment o these Bylaws bythe members rom time to time; PROVIDED, that any

change so made by action o the Board shall bein ull orce and eect until at least the completiono the election o trustees at the Annual Meeting othe members rst thereater held; AND PROVIDEDFURTHER, that no such amendment by the Boardshall become eective so as to cause the vacancy o

any trustees oce prior to the time his term wouldnormally expire, unless he consents thereto in writing.

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SECTION 4.06. NOMINATIONS.

It shall be the duty o the Board o Trustees to

appoint, not less than sixty (60) nor more thanninety (90) days prior to the date o a meeting othe members at which trustees are to be elected,a Committee on Nominations, consisting o veto nine members o the Cooperative who are notexisting Cooperative employees, agents, ocers,

trustees or known candidates lor trustees, whoare not close relatives or members o the samehousehold thereo, and who are so selected thateach o the Cooperatives Trustee Districts shall haverepresentation thereon in proportion to the numbero authorized trustees rom or with respect to such

District. The Committee shall prepare and post atthe principal oce o the Cooperative at least thirty(30) days prior to the meeting a list o nominationsor trustees to be elected, listing separately thenominee (s) or each Trustee District rom or withrespect to which a trustee must, pursuant to this

Article, be elected at the meeting. The committeemay include as many nominees or any trustee to beelected rom or with respect to any Trustee Districtas it deems desirable. Any teen (15) or moremembers o the Cooperative, acting together, maymake additional nominations in writing over their

signatures, listing their nominee(s) in like manner,not less than twenty (20) days prior to the meeting,and the Secretary shall post such nominations atthe same place where the list o nominations madeby the Committee is posted. The Secretary shallmail to the members with the notice o the meeting,

or separately, by at least ten (10) days prior to thedate o the meeting, a statement o the names andaddresses o all nominee(s) or each Trustee Districtrom or with respect to which one or more trusteesmust be elected, showing clearly those nominatedby the Committee and those nominated by petition,

i any. Notwithstanding the provisions containedin this Section, ailure to comply with any o suchprovisions shall not aect in any manner whatsoeverthe validity o any action taken by the Board oTrustees ater the election o Trustees. The Boardmay set up and maintain districts or zones o Board

representation to urther this purpose an din suchmanner that each Trustee will represent an areaapproximately equal in size in membership and

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succeeding nominees must come rom such assignedareas.

SECTION 4.07. VOTING FOR TRUSTEES:

VALIDITY OF BOARD ACTION.

In the election o trustees, each member shallbe entitled to cast the number o votes (but notcumulatively) which corresponds to the total number

o trustees to be elected, but no member may voteor more nominees than the number o trusteesthat are to be elected rom or with respect to anyparticular Trustee district. Ballots marked in violationo the oregoing restriction with respect to one ormore Trustee Districts shall be invalid and shall

not be counted with respect to such District orDistricts. Notwithstanding the provisions containedin this Section, ailure to comply with any o suchprovisions shall not aect any manner whatsoeverthe validity o any action taken by the Board oTrustees ater the election o trustees.

SECTION 4.08. REMOVAL OF TRUSTEES BY

MEMBERS.

Any member may bring one or more charges orcause against any one or more trustees and may

request the removal o such trustee (s) by reasonthereo by ling with the Secretary such charge(s) in writing together with a petition signed bynot less than ten (10%) percent o the then-totalmembers o the Cooperative, which petition callsor a special member meeting the stated purpose o

which shall be to hear and act upon such charge(s)and, i one or more trustees are recalled, to electtheir successor(s), and which species the place,time and date thereo not sooner than thirtyve(35) days ater the ling o such petition or requeststhat the matter be acted upon at the subsequent

annual member meeting i such meeting will beheld not sooner than thirty-ve (35) days ater theling o such petition. Each page o the petitionshall, in the orepart thereo, state the name(s) andaddress(es) o the member (s) ling such charge(s), a verbatim statement o such charge(s) and

the name (s) o the trustee (s) against whom suchcharge (s) is (are) being made. The petition shallbe signed by each member in the same name as

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he is billed by the Cooperative and shall state thesignators address as the same appears on suchbillings. Notice o such charge(s) verbatim, o thetrustee(s) against whom the charge(s) have beenmade, o the member(s) ling the charge(s) and thepurpose o the meeting shall be contained in thenotice o the meeting, or separately noticed to themembers not less than ten (10) days prior to themember meeting at which the matter will be actedupon: PROVIDED, that the notice shall set orth (inalphabetical order) only twenty (20) o the nameso the members ling one or more charges i twenty(20) or more members le the same charge (s)against the same trustee(s). Such trustee (s) shall beinormed in writing o the charge(s) ater they havebeen validly led and at least twenty (20) daysprior to the meeting o the members at which thecharge(s) are to be considered, and shall have anopportunity at the meeting to be heard in person,by witnesses, by counsel or any combination osuch, and to present evidence in respect o thecharge(s); and the person(s) bringing the charge(s)shall have the same opportunity, but must be heardrst. The question o the removal o such trustee(s)shall, separately or each i more than one hasbeen charged, be considered and voted upon atsuch meeting, and any vacancy created by suchremoval shall be lled by vote o the membersat such meeting without compliance with theoregoing provisions with respect to nominations,except that nominations shall be made rom thefoor: PROVIDED, that the question o the removalo a trustee shall not be voted upon at all unlesssome evidence in support o the charge(s) againsthim shall have been presented during the meetingthrough oral statements, documents or otherwise. Anewly elected trustee shall be rom or with respectto the same Trustee District as was the trustee whoseoce he succeeds and shall serve the unexpiredportion o the removed trustees term.

SECTION 4.09. VACANCIES.

Subject to the provisions o these bylaws withrespect to the lling o vacancies caused by the

removal o trustees by the members, a vacancyoccurring in the Board o Trustees shall be lled bythe Board o Trustees. A trustee thus elected shall

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serve out the unexpired term o the trustee whoseoce was originally vacated and until a successoris elected and qualied: PROVIDED, that such atrustee shall be rom or with respect to the sameTrustee District as was the trustee whose oce wasvacated.

SECTION 4.10. COMPENSATION; EXPENSES.

Compensation shall not be paid except or actualattendance upon activities authorized by the Board.The Board may also provide or travel, expensesand other benets o trustees. No close relative o atrustee shall be employed by the Cooperative andno trustee shall receive compensation or serving

the Cooperative in any other capacity, unless theemployment o such relative or the service o suchdirector is temporary and shall be specicallyauthorized by a vote o the members upon theirresolved determination that such was an emergencymeasure: PROVIDED, that a trustee who is also

an ocer o the Board, and who as such ocerperorms regular or periodic duties o a substantialnature or the Cooperative in its scal aairs, maybe compensated in such amount as shall be xedand authorized in advance o such service by theBoard o Trustees: AND PROVIDED FURTHER, that

an employee shall not lose eligibility to continue inthe employment o the Cooperative i he becomes aclose relative o a director because o a marriage towhich he was not a party.

SECTION 4.11. RULES, REGULATIONS, RATE

SCHEDULES AND CONTRACT.

The Board o Trustees shall have power tomake, adopt, amend, abolish and promulgatesuch rules, regulations, rate classications, rateschedules, contracts, security deposits and any

other types o deposits, payments or charges,including contributions in aid o construction, notinconsistent with law or the Cooperatives Articles oIncorporation or Bylaws, as it may deem advisableor the management, administration and regulationo the business and aairs o the Cooperative.

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SECTION 4.12. ACCOUNTING SYSTEM AND

REPORTS.

The Board o Trustees shall cause to be establishedand maintained a complete accounting systemo the Cooperatives nancial operations andcondition, and shall, ater the close o each scal

year, cause to be made a ull, complete andindependent audit o the Cooperatives accounts,

books and records refecting nancial operationsduring, and nancial condition as o the end o,such year. A ull and accurate summary o suchaudit reports shall be submitted to the membersat or prior to the succeeding annual meeting othe members. The Board may authorize special

audits, complete or partial, at any time and or anyspecied period o time.

SECTION 4.13. SUBSCRIPTION TO

COOPERATIVES NEWSLETTER; SUBSCRIPTION

TO STATEWIDE PUBLICATION.

For the purpose o disseminating inormationdevoted to the economical, eective andconservative use o electric energy, the Board oTrustees shall be empowered, on behal o and orcirculation to the members periodically, to subscribe

to the statewide publication, Living In 23 SouthCarolina, the annual subscription price or whichshall be not less than $1.50 nor more than $5.00and which shall be deducted rom any undsaccruing in avor o such members, so as to reducesuch unds in the same manner as would any other

expense o the Cooperative.

SECTION 4.14. CLOSE RELATIVE DEFINED.

As used in these Bylaws, close relative meansa person who, by blood or in law, including hal,

oster, step and adoptive kin, is either a spouse,child, grandchild, parent, grandparent, brother,sister, aunt, uncle, o the principal.

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ARTICLE VMEETING OF TRUSTEES SECTION

5.01. REGULAR MEETINGS.

A regular meeting o the Board o Trustees shallbe held, without notice, immediately ater theadjournment o the annual meeting o the members,or as soon thereater as conveniently may be, at

such site as designated by the Board in advanceo the annual member meeting. A regular meetingo the Board o Trustees shall also be held monthlyat such date, time and place in one o the countiesin South Carolina within which the Cooperativeserves as the Board shall provide by resolution.

Such regular monthly meetings may be heldwithout notice other than such resolution xingthe date, time and place thereo, except whenbusiness to be transacted thereat shall requirespecial notice: PROVIDED, that any trustee absentrom any meeting o the Board at which such a

resolution initially determines or makes any changein the date, time or place o a regular meetingshall be entitled to receive written notice o suchdetermination or change at least ve (5) days priorto the next meeting o the Board; AND PROVIDEDFURTHER, that, i a policy thereor is established

by the Board, the President may change the date,time or place o a regular monthly meeting or goodcause and upon not less than ve (5) days noticethereo to all trustees.

SECTION 5.02. SPECIAL MEETINGS.

A special meeting o the Board o Trustees may becalled by the Board o Trustees, by the Presidentor by any three (3) trustees, and it shall thereuponbe the duty o the Secretary to cause notice osuch meeting to be given as hereinater provided

in Section 5.03. The Board, the President, or thetrustees calling the meeting shall x the date, timeand place or the meeting, which shall be held inone o the counties in South Carolina within whichthe Cooperative serves, unless all trustees consent toits being held in some other place in South Carolina

or elsewhere. Special meetings, upon proper noticeas otherwise provided in Section 5.03, may also beheld via telephone conerence call, without regard

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to the actual location o the trustees at the time osuch a telephone conerence meeting, i all thetrustees consent thereto.

SECTION 5.03. NOTICE OF TRUSTEES

MEETINGS.

Written notice o the date, time, place (or telephoneconerence call) and purpose or purposes o any

special meeting o the Board, and, when thebusiness to be transacted thereat shall requiresuch, o any regular meeting o the Board shallbe delivered to each trustee not less than ve (5)days prior thereto, either personally or by mail,by or at the direction o the Secretary or, upon a

deault in this duty by the Secretary, by him or thosecalling it in the case o a special meeting or byany trustee in the case o a meeting whose date,time and place have already been xed by Boardresolution. I mailed, such notice shall be deemedto be delivered when deposited in the United States

Mail, addressed to the Cooperative, with rstclass postage thereon prepaid, and postmarked atleast ve (5) days prior to the meeting date. Theattendance o a trustee at any meeting o the Boardshall constitute a waiver o notice o such meetingunless such attendance shall be or the express

purpose o objecting to the transaction o anybusiness, or o one or more items o business, on theground that the meeting shall not have been lawullycalled or convened.

SECTION 5.04. QUORUM.

The presence in person o a majority o the trusteesin oce shall be required or the transaction obusiness and the armative votes o a majority othe trustees present and voting shall be required orany action to be taken: PROVIDED, that a trustee

who by law or these Bylaws is disqualied romvoting on a particular matter shall not, with respectto consideration o and action upon that matter, becounted in determining the number o trustees inoce or present: AND PROVIDED FURTHER that,i less than a quorum be present at a meeting, a

majority o the trustees present may adjourn themeeting rom time to time, but shall cause the absenttrustees to be duly and timely notied o the date,

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time and place o such adjourned meeting. EXCEPTAS OTHERWISE PROVIDED BY LAW PROVIDED thatwhen the Board considers a sale, lease, lease-sale,exchange, transer, dissolution, or other dispositiono all or substantially all o the Cooperatives assetsapproval must be by twothirds (2/3) o the memberso the Board o Trustees.

ARTICLE VI

OFFICERS

SECTION 6.01. NUMBER.

The ocers o the Cooperative shall be a President,Vice-President, Secretary, Treasurer, and such other

ocers as may be determined by the Board oTrustees rom time to time. The oces o Secretaryand Treasurer may be held by the same person. ThePresident and Vice-President may also be known orreerred to as Chairman o the Board and ViceChairman o the Board, respectively.

SECTION 6.02. ELECTION AND TERM OF

OFFICE.

The our ocers named in Section 6.01 shallhe elected by secret written ballot, annually and

without prior nomination, by and rom the Board oTrustees at the rst meeting o the Board held aterthe annual meeting o the members. I the electiono such ocers shall not be held at such meeting, it26 shall be held as soon thereater as convenientlymay be. Each such ocer shall hold oce until

the meeting o the Board rst held ater the nextsucceeding annual meeting o the members or untilhis successor shall have been duly elected andshall have qualied, subject to the provisions o theBylaws with respect to the removal o trustees andto the removal o ocers by the Board o Trustees.

Any other ocers may be elected by the Board romamong such persons, and with such title, tenure,responsibilities and authorities, as the Board oTrustees may rom time to time deem advisable.

SECTION 6.03. REMOVAL.

Any ocer, agent or employee elected or appointedby the Board o Trustees may be removed by theBoard whenever in its judgement the best interests o

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the Cooperative will thereby be served. SECTION

6.04. VACANCIES.

Except as otherwise provided in these Bylaws, avacancy in any oce may be lled by the Board oTrustees or the unexpired portion o the term.

SECTION 6.05. PRESIDENT.

The President shall-

(a) be the principal executive ocer o theBoard o Trustees and shall preside at allmeetings o the Board o Trustees, and,

unless determined otherwise by the Boardo Trustees, at all meetings o the members:

(b) sign, with the Secretary, certicates omembership the issue o which shall havebeen authorized by resolution o the Board

o Trustees, and may sign any deeds,mortgages, deeds o trust, notes, bonds,contracts or other instruments authorizedby the Board o Trustees to be executed,except in cases in which the signingand execution thereo shall be expressly

delegated by the Board o Trustees or bythese Bylaws to some other ocer or agento the Cooperative, or shall be requiredby law to be otherwise signed or executedand;(c) in general, perorm all dutiesincident to the oce o President and such

other duties as may be prescribed by theBoard o Trustees rom time to time.

SECTION 6.06. VICE-PRESIDENT.

In the absence o the President, or in the event o

his inability or reusal to act, the Vice-President shallperorm the duties o the President, and when soacting, shall have all the powers o and be subjectto all the restrictions upon the President and shallperorm such other duties as rom time to time maybe assigned to him by the Board o Trustees.

SECTION 6.07. SECRETARY.

The Secretary shall

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(a) keep, or cause to be kept, the minutes omeetings o the members and o the Boardo Trustees in one or more books providedor that purpose;

(b) see that all notices are duly given inaccordance with these Bylaws or asrequired by law;

(c) be custodian o the corporate records ando the seal o the Cooperative and see thatthe seal o the Cooperative is axed to allcerticates o membership prior to the issuethereo and to all documents the executiono which, on behal o the Cooperativeunder its seal, is duly authorized inaccordance with the provisions o theseBylaws or is required by law;

(d) keep, or cause to be kept, a register othe name and post oce address o eachmember, which address shall be urnishedto the Cooperative by such member;

(e) sign, with the President, certicates omembership the issue o which shall havebeen authorized by resolution o the Boardo Trustees;

() have general charge o the books o theCooperative in which a record o themembers is kept;

(g) keep on le at all times a complete copy othe Cooperatives Articles o Incorporationand Bylaws, together with all amendmentsthereto, which copies shall always beopen to the inspection o any member,and, at the expense o the Cooperative,urnish a copy o such documents and o allamendments thereto upon request to anymember and; (h) in general, perorm allduties incident to the oce o the Secretaryand such other duties as rom time to time

may be assigned to him by the Board oTrustees.

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SECTION 6.08. TREASURER.

The Treasurer shall

(a) have charge and custody o and beresponsible or all unds and securities othe Cooperative:

(b) receive and give receipts or monies due

and payable to the Cooperative romany source whatsoever, and deposit orinvest all such monies in the name o theCooperative in such bank or banks or insuch nancial institutions or securities asshall be selected in accordance with the

provisions o these Bylaws; and

(c) in general perorm all the duties incident tothe oce o Treasurer and such other dutiesas rom time to time may be assigned tohim by the Board o Trustees.

SECTION 6.09. DELEGATION OF SECRETARYS

AND TREASURERS RESPONSIBILITIES.

Notwithstanding the duties, responsibilities andauthorities o the Secretary and the Treasurer herein

beore provided in Sections 6.07 and 6.08, theBoard o Trustees by resolution may, except asotherwise limited by law, delegate, wholly or inpart, the responsibility and authority or, and theregular or routine administration o, one or moreo each such ocers duties to one or more agents,

other ocers or employees o the Cooperative whoare not Trustees. To the extent that the Board doesso delegate with respect to any such ocer, thatocer as such shall be released rom such duties,responsibilities and authorities.

SECTION 6.10. GENERAL MANAGER;EXECUTIVE VICE PRESIDENT.

The Board o Trustees may appoint a GeneralManager, who may be, but who shall not berequired to be, a member o the Cooperative, and

who shall be designated Executive Vice President,President and Chie Executive Ocer. Such ocershall perorm such duties as the Board o Trusteesmay rom time to time vest in him.

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ARTICLE VIICONTRACTS. CHECKS AND DEPOSITS

SECTION 7.01. CONTRACTS.

Except as otherwise provided by law or theseBylaws, the Board o Trustees may authorize anyCooperative ocer, agent or employee to enter intoany contract or execute and deliver any instrument

in the name and on behal o the Cooperative,and such authority may be general or conned tospecic instances.

SECTION 7.02. CHECKS, DRAFTS, ETC.

All checks, drats or other orders or the paymento money, and all notes, bonds or other evidenceso indebtedness, issued in the name o theCooperative, shall be signed or countersigned bysuch ocer, agent or employee o the Cooperativeand in such manner as shall rom time to time be

determined by resolution o the Board o Trustees.

SECTION 7.03. DEPOSITS; INVESTMENTS.

All unds o the Cooperative shall be depositedor invested rom time to time to the credit o the

Cooperative in such bank or banks or in suchnancial securities or institutions as the Board oTrustees may select.

ARTICLE VIIINON-PROFIT OPERATION

SECTION 8.01. INTEREST OR DIVIDENDS ON

CAPITAL PROHIBITED.

The Cooperative shall at all times be operated on acooperative non-prot basis or the mutual beneto its patrons. No interest or dividends shall bepaid or payable by the Cooperative on any capitalurnished by its patrons.

SECTION 8.02. PATRONAGE CAPITAL IN

CONNECTION WITH FURNISHING ELECTRIC

ENERGY.

In the urnishing o electric energy the Cooperativesoperations shall be so conducted that all patrons

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will, through their patronage, urnish capital orthe Cooperative. In order to induce Patronageand to assure that the Cooperative will operateon a nonprot basis, the Cooperative is obligatedto account on a patronage basis to all its patronsor all amounts received and receivable rom theurnishing o electric energy in excess o operatingcosts and expenses properly chargeable againstthe urnishing o electric energy. All such amountsin excess o operating costs and expenses at themoment o receipt by the Cooperative are receivedwith the understanding that they are urnishedby the patrons as capital. The Cooperative isobligated to pay by credits to a capital accountor each patron all such amounts in excess ooperating costs and expenses. The books andrecords o the Cooperative shall be set up andkept in such a manner that at the end o each scal

year the amount o capital, i any, so urnishedby each patron is clearly refected and creditedin an appropriate record to the capital account oeach patron, and the Cooperative shall within areasonable time ater the close o the scal year,upon request being made, advise such patron othe amount o capital so credited to his account. Allsuch amounts credited to the capital account o anypatron shall have the same status as though theyhad been paid to the patron in cash in pursuance oa legal obligation to do so and the patron had thenurnished the Cooperative corresponding amountsor capital. All other amounts received by theCooperative rom its operations in excess o costsand expenses shall, insoar as permitted by law,be (a) used to oset any losses incurred during thecurrent or any prior scal year and (b) to the extentnot needed or that purpose, allocated to its patronson a patronage basis, and any amount so allocatedshall be included as part o the capital creditedto the accounts o patrons, as herein provided.In the event o dissolution or liquidation o theCooperative, ater all outstanding indebtedness othe Cooperative shall have been paid, outstandingcapital credits shall be retired without priority on apro rata basis beore any payments are made onaccount o property rights o members: PROVIDED,that insoar as gains may at that time be realizedrom the sale o any appreciated asset, such gainsshall be distributed to all persons who were patrons

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during the period the asset was owned by theCooperative in proportion to the amount o businessdone by such patrons during that period, insoaras is practicable, as determined by the Board oTrustees 33 beore any payments are made onaccount o property rights o members. I, at anytime prior to dissolution or liquidation, the Board oTrustees shall determine that the nancial conditiono the Cooperative will not be impaired thereby,the capital then credited to patrons accounts maybe retired in ull or in part. Any such retirementso capital prior to July 1, 1989, shall be made inorder o priority according to the year in which thecapital was urnished and credited, the capital rstreceived by the Cooperative being rst retired. Ater

July 1, 1989, and thereater, the Board o Trusteesshall determine the method, basis, priority andorder o retirement, i any, or all amounts urnishedas capital. PROVIDED, however, that the Boardo Trustees shall have the power to adopt rulesproviding or the separate retirement o that portion(power supply or other service or supply portion)o capital credited to the accounts o patrons whichcorresponds to capital credited to the account othe Cooperative by an organization urnishingpower supply or any other service or supply tothe Cooperative. Such rules shall (a) establish amethod or determining the portion o such capitalcredited to each patron or each applicable scal

year, (b) provide or separate identication o theCooperatives books o such portions o capitalcredited to the Cooperatives patrons, (c) provideor appropriate notications to patrons withrespect to such portions o capital credited to theiraccounts and (d) preclude a general retiremento such portions o capital credited to patrons orany scal year prior to the general retirement oother capital credited to patrons or the same yearor o any captital credited to patrons or any priorscal year. Capital credited to the account o eachpatron shall be assignable only on the books o theCooperative pursuant to written instructions romthe assignor and only to successors in interest orsuccessors in occupancy in all or a part o suchpatrons premises served by the Cooperative, unlessthe Board o Trustees, acting under policies ogeneral application, shall determine otherwise. TheCooperative, beore retiring any capital credited to

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any patrons account, shall deduct thererom anyamount owing by such patron to the Cooperative.The patrons o the Cooperative, by dealing withthe Cooperative, acknowledge that the terms andprovisions o the Articles o Incorporation andBylaws shall constitute and be a contract betweenthe Cooperative and each patron, and both theCooperative and the patrons are bound by suchcontract, as ully as though each patron hadindividually signed a separate instrument containingsuch terms and provisions. The provisions o thisArticle o the Bylaws shall be called to the attentiono each patron o the Cooperative by posting in aconspicuous place in the Cooperatives oces.

SECTION 8.03. PATRONAGE REFUNDS IN

CONNECTION WITH FURNISHING OTHER

SERVICES.

In the event that the Cooperative should engage inthe business o urnishing goods or services other

than electric energy, all amounts received andreceivable thererom which are in excess o costsand expenses properly chargeable against theurnishing o such goods or services shall, insoaras permitted by law, be prorated annually on apatronage basis and returned to those patrons rom

whom such amounts were obtained at such time andin such order o priority as the Board o Trusteesshall determine.

SECTION 8.04. UNCLAIMED MEMBERSHIP FEE

AND/OR DEPOSITS - UNCLAIMED PATRONAGE

CAPITAL.

In compliance with the South Carolina UniormUnclaimed Property Act, (Title 27, Chapter 18o South Carolina Code o Laws), UnclaimedPatronage Capital will be submitted to the State

Treasurer o South Carolina, and notice ounclaimed property will be administered in themanner prescribed by South Carolina Law. TheCooperative may regularly impose a reasonabledormancy or service charge or each year an ownerails to claim property held by the Cooperative.

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ARTICLE IXWAIVER OF NOTICE

SECTION 9.01.

Any member or trustee may waive, in writing,any notice o meetings required to be given bythese Bylaws or any notice that may otherwise belegally required, either beore or ater such notice is

required to be given.

ARTICLE XDISPOSITION AND PLEDGING OF

PROPERTY: DISTRIBUTION OF SURPLUSASSETS ON DISSOLUTION

SECTION 10.01. DISPOSITION AND PLEDGING

OF PROPERTY.

(a) The Cooperative may authorize the sale,lease, lease-sale, exchange, transer,

dissolution or other disposition o allor substantially all o the Cooperativesproperties and assets only upon thearmative votes o two-thirds o thethentotal members o the Cooperativeat a duly held meeting o the members.

However, the Board o Trustees shallhave ull power and authority (1) toborrow monies rom any source and insuch amounts as the Board may romtime to time determine, (2) to mortgageor otherwise pledge or encumber any or

all o the Cooperatives properties 36 orassets as security thereor; and (3) to lease,lease-sell, exchange, transer or otherwisedispose o merchandise, property no longernecessary or useul or the operation o theCooperative, or less than substantially all o

the Cooperatives properties and assets.

(b) Supplementary to the rst sentence othe oregoing subsection (a) and anyother applicable provisions o law orthese Bylaws, no sale, lease, lease-sale,

exchange, transer, dissolution or otherdisposition o all or substantially all o theCooperatives properties and assets shall

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be authorized except in conormity with theollowing:(1) I the Board o Trustees looks withavor upon any proposal or such sale,lease, leasesale, exchange, transter orother disposition, it shall rst cause three(3) independent, nonaliated appraisers,expert in such matters, to render theirindividual opinions as to the value o theCooperative with respect to such a sale,lease, lease-sale, exchange, transer orother disposition and as to any otherterms and conditions which should beconsidered. The three (3) such appraisersshall be designated by the Board oTrustees.(2) I the Board o Trustees, ater receivingsuch appraisals (and other terms andconditions which are submitted, i any),determines that the proposal is in the bestinterest o the Cooperative and shouldbe submitted or consideration by themembers, it shall rst give Saluda RiverElectric Cooperative and the Saluda SystemCompact and other compactmembercooperatives an opportunity to submitcompeting proposals. Such opportunityshall be in the orm o a written notice tosuch electric cooperative, which noticeshall be attached to a copy o the proposalwhich the Cooperative has alreadyreceived and copies o respective reportso the three (3) appraisers. Such electriccooperative shall be given not less thanthirty (30) days during which to submitcompeting proposals, and the actualminimum period within which proposalsare to be submitted shall be stated in thewritten notice given to them.(3) I the Board then determines thatavorable consideration should be givento the initial or any subsequent proposalwhich has been submitted to it, it shalladopt a resolution recommending thesale and directing the submission o theproposal to a vote o the members at aduly held member meeting, and shall sonotiy the members not less than sixty (60)

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days beore noticing a special meetingo the members thereon or, i such be thecase, the next annual member meeting,expressing in detail each o any suchproposals, and shall call a special meetingo the members or consideration thereoand action thereon, which meeting shallbe held not less than twenty-ve (25) daysater the giving o notice thereo to themembers: PROVIDED, that considerationand action by the members may be givenat the next annual member meeting i theBoard so determines and i such annualmeeting is held not less than twenty-ve(25) days ater the giving o notice o suchmeeting.(4) Any ty (50) or more members, byso petitioning the Board not less thantwenty (20) days prior to the date o suchspecial or annual meeting, may cause theCooperative, with the cost to be borne bythe Cooperative, to mail to all membersany opposing or alternative positions whichthey may have to the proposals that havebeen submitted or any recommendationsthat the Board has made.

The provisions o this subsection (b) shall not applyto a sale, lease, lease-sale, exchange, transer,dissolution, or other disposition to one or more otherelectric cooperatives or i the substantive or actuallegal eect thereo is to merge or consolidate withsuch other one or more electric cooperatives.

SECTION 10.02. DISTRIBUTION OF SURPLUS

ASSETS ON DISSOLUTION.

Upon the Cooperatives dissolution, any assetsremaining ater all liabilities or obligations o the

Cooperative have been satised and dischargedshall, to the extent practicable as determined by theBoard o Trustees, not inconsistently with the provisionso S.C. Ann. Section 33-49-1070 and o the thirdparagraph o Section 9.02 o these Bylaws, bedistributed without priority but on a patronage basis

among all persons who are or have been members othe Cooperative during the seven years next precedingthe date o ling o the certicate o dissolution:

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PROVIDED, HOWEVER, that, i in the judgment othe Board the amount o such surplus is too small tojustiy the expense o making such distribution, theboard may, in lieu thereo, donate, or provide or thedonation o, such surplus to one or more nonprotcharitable or educational organizations that areexempt rom Federal income taxation.

ARTICLE XI

FISCAL YEAR

The Fiscal Year o the Cooperative shall begin onthe rst day o January o each year and end on thethirty-rst day o December o the same year.

ARTICLE XIISEAL

The corporate seal o the Cooperative shall bein the orm o a circle and shall have inscribedthereon the name o the Cooperative and the wordsCorporate Seal, South Carolina.

ARTICLE XIIIAMENDMENTS

These Bylaws may be altered, amended or repealed bya majority o the members voting thereon at any regularor special member meeting: PROVIDED, that the noticeo the member meeting, shall have contained a copyo the proposed alteration, amendment or repeal or anaccurate summary explanation thereo.

ARTICLE XIVMEMBERS IN OTHER ORGANIZATIONS

The Cooperative shall not become a member oany organization without an armative vote o the

members at a meeting called as provided in theseBylaws, and the notice o said meeting shall speciythat action is to be taken upon such proposedmembership as an item o business, provided,however, that the Board o Trustees shall have ullpower and authority to authorize the Cooperative

to purchase stock in or become a member o anycorporation or cooperative organized on a non-prot basis or the purpose o engaging in ruralelectrication.

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LAURENS ELECTRIC COOPERATIVE, INC.

P.O. Box 700 Laurens, SC 29360

STATEMENT OF NONDISCRIMINATION

Laurens Electric Cooperative, Inc., is the recipientof Federal nancial assistance from the Rural

Electrication Administration, an agency of theU.S. Department of Agriculture, and is subjectto the provisions of Title VI of the Civil RightsAct of 1964, as amended, Section 504 of theRehabilitation Act of 1973, as amended, the AgeDiscrimination Act of 1975, as amended, and the

rules and regulations of the U.S. Department ofAgriculture which provide that no person in theUnited States on the basis of race, color, nationalorigin, age or handicap shall be excluded fromparticipation in, admission or access to, deniedthe benets of, or otherwise be subjected to

discrimination under any of this organizationsprograms or activities.

The person responsible for coordinating thisorganizations nondiscrimination complianceefforts is the Personnel Director. Any individual,

or specic class of individuals, who feels that thisorganization has subjected them to discriminationmay obtain further information about the statutesand regulations listed above from and/or lea written complaint with this organization; orthe Secretary, U.S. Department of Agriculture,

Washington, D.C. 20250; or the Administrator,Rural Electrication Administration, Washington,D.C. 20250. Complaints must be led within180 days after the alleged discrimination.Condentiality will be maintained to the extentpossible.

Bylaws reprinted September 2000.

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