BY LAWS
of Hickman-Fulton Counties Electric Cooperative Corp.
Hickman, Kentucky

ARTICLE I MEMBERSHIP

SECTION 1. Requirements for Membership. Any person firm, association, corporation, or body politic or subdivision thereof will become a member of Hickman-Fulton Counties Electric Cooperative Corporation (hereinafter called the "Cooperative") upon receipt of electric service from the Cooperative, provided that he or it has first:

(a) Made a written application for membership therein;
(b) Agreed to purchase from the Cooperative electric energy as hereinafter specified;
(c) Agreed to comply with and be bound by the articles of incorporation and bylaws of the Cooperative and any rules and regulations adopted by the board, and
(d) Paid the membership fee hereinafter specified.
(e) Been granted approval by the Board.

No member may hold more than one membership in the Cooperative, and no membership in the Cooperative shall be transferable, except as provided in these bylaws.

SECTION 2. Membership Certificates. Membership in the Cooperative shall be evidenced by a membership certificate which shall be in such form and shall contain such provisions as shall be determined by the board. Such certificate shall be signed by the President and by the Secretary of the Cooperative and the corporate seal shall be affixed thereto. No membership certificate shall be issued for less than the membership fee fixed in these bylaws, nor until such membership fee has been fully paid. In case a certificate is lost, destroyed or mutilated a new certificate may be issued therefor upon such uniform terms and indemnity to the Cooperative as the board may prescribe.

SECTION 3. Membership Fees. The membership fee shall be as prescribed by the Board of Directors, upon the payment of which a member shall be eligible for one service connection.

SECTION 4. Purchase of Electric Energy. Each member shall, as soon as electric energy shall be available, purchase from the Cooperative all electric energy used on the premises specified in his application for membership, and shall pay therefor at rates which shall from time-to-time be fixed by the board. It is expressly understood that amounts paid for electric energy in excess of the cost of service are furnished by members as capital and each members shall be credited with the capital so furnished as provided in these bylaws. Each member shall pay to the Cooperative such minimum amount regardless of the amount of electric energy consumed, as shall be fixed by the board from time-to-time. Each member shall also pay all amounts owed by him to the Cooperative as and when the same shall become due and payable.

SECTION 5. Termination of Membership.

(a) Any member may withdraw from membership upon compliance with such uniform terms and conditions as the board may prescribe. The board may, by the affirmative vote of not less than two-thirds of all the members of the board, expel any member who fails to comply with any of the provisions of the articles of incorporation, bylaws or rules or regulations adopted by the board, but only if such member shall have been given written notice by the Cooperative that such failure makes him liable to expulsion and such failure shall have continued for at least ten days after such notice was given, but only after due hearing if such is requested by him. Any expelled member may be reinstated by vote of the board or by vote of the members at any annual or special meeting. The membership of a member who for a period of six (6) months after service is available to him, has not purchased electric energy from the Cooperative, or of a member who has ceased to purchase energy from the Cooperative, may be cancelled by resolution of the board.
(b) Upon the withdrawal death, cessation of existence or expulsion of a member, the membership of such member shall thereupon terminate, and the membership certificate of such member shall be surrendered forthwith to the Cooperative. Termination of membership in any manner shall not release a member or his estate from any debts due the Cooperative.
(c) In case of withdrawal or termination of membership in any manner, the Cooperative shall repay to the member the amount of the membership fee paid by him, provided, however, that the Cooperative shall deduct from the amount of the membership fee the amount of any debts or obilgations owed by the member to the Cooperative.

ARTICLE II RIGHTS AND LIABILITIES OF MEMBERS

SECTION 1. Property Interest of Members. Upon dissolution, after

(a) All debts and liabilities of the Cooperative shall have been paid, and
(b) All capital furnished through patronage shall have been retired as provided in these bylaws, the remaining property and assets of the Cooperative shall be distributed among the members and former members in the proportion which the aggregate patronage of each bears to the total patronage of all members during the ten years next preceding the date of the filing of the certificate of dissolution, or, if the Cooperative shall not have been in existence for such period, during the period of its existence.

SECTION 2. Non-liability for Debts of the Cooperative. The private property of the members shall be exempt from execution or other liability for the debts of the Cooperative and no members shall be liable or responsible for any debts or liabilities of the Cooperative.

ARTICLE III MEETING OF MEMBERS

SECTION 1. Annual Meeting. The annual meeting of the members shall be held during the months of June or July of each year beginning with the year 1937, provided, that, for cause sufficient to it, the Board of Directors may fix a different date for such annual meeting not more than forty-five (45) days prior or subsequent to the day otherwise established for such meeting in this Section. The annual meeting will be held at such place within a county served by the Cooperative, as selected by the board and which shall be designated in the notice of the meeting, for the purpose of electing board members, passing upon reports for the previous fiscal year and transacting such other business as may come before the meeting. It shall be the responsibility of the board to make adequate plans and preparations for the annual meeting. Failure to hold the annual meeting at the designated time shall not work a forfeiture or dissolution of the Cooperative.

SECTION 2. Special Meetings. Special meetings of the members may be called by resolution of the board, or upon a written request signed by any three board members, by the President, or by ten per centum or more of all the members, and it shall thereupon by the duty of the Secretary to cause notice of such meeting to be given as hereinafter provided. Special meetings of the members may be held at any place within one of the counties served by the Cooperative as designated by the board and shall be specified in the notice of the special meeting. Same shall be on such date, not sooner than thirty-five (35) days after the call for such meeting is made or a petition therefore is filed, and beginning at such hour as shall be designated by him or those calling or petitioning for the same.

SECTION 3. Notice of Members' Meetings. Written or printed notice stating the place, day and hour of the meeting and, and in case of a special meeting or an annual meeting at which business requiring special notice is to be transacted, the purpose or purposes for which the meeting is called, shall be delivered not less than ten days nor more than twenty-five days before the date of the meeting, either personally or by mail, by or at the direction of the Secretary, or upon a default in duty by the Secretary, by the persons calling the meeting, to each member. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the member at his address as it appears on the records of the Cooperative, with postage thereon paid. The failure of any member to receive notice of an annual or special meeting of the members shall not invalidate any action which may be taken by the members at any such meeting.

SECTION 4. Quorum. As long as the total number of members does not exceed five hundred, ten per centum of the total number of members shall constitute a quorum. In case the total number of members present in person shall exceed five hundred, fifty members or two and one-half per centum of the members, present in person, whichever shall be the larger, shall constitute a quorum. If less than a quorum is present at any meeting, a majority of those present in person may adjourn the meeting from time-to-time without further notice. The minutes of each meeting shall contain a list of the members present in person.

SECTION 5. Voting. Each member shall be entitled to only one vote upon each matter submitted to a vote at a meeting of the members. All questions shall be decided by a vote of a majority of the members voting thereon in person, except as otherwise provided by law, the articles of incorporation or these bylaws.

SECTION 6. Proxies. At all meetings of members, a member may vote by proxy executed in writing by the member. Such proxy shall be filed with the Secretary before or at the time of the meeting. No proxy shall be voted at any meeting of the members unless it shall designate the particular meeting at which it is to be voted, and no proxy shall be voted at any meeting other than the one so designated or any adjournment of such meeting. No member shall vote as proxy for more than two (2) members at any meeting of the members except where such person is exercising a proxy in connection with the borrowing of funds from United States of America or a sale, mortgage, lease or other disposition or encumbrance of property to United States of America or any agency or instrumentality thereof or in connection with an amendment to the articles of incorporation of the Cooperative. No proxy shall be valid after sixty (60) days from the date of its execution, the presence of a member at a meeting of the members shall revoke a proxy theretofore executed by him and such member shall be entitled to vote at such meeting in the same manner and with the same effect as it he had not executed a proxy.

SECTION 7. Order of Business. The order of business at the annual meeting of the members and, so far as possible, at all other meetings of the members, shall be essentially as follows, except as otherwise determined by the members at such meeting:

1. Report on the number of members present in person in order to determine the existence of a quorum.
   
2. Reading of the notice of the meeting and proof of the due publication or mailing thereof, or the waiver or waivers of notice of the meeting, as the case may be.
   
3. Reading of unapproved minutes of previous meetings of the members and the taking of necessary action thereon.
   
4. Presentation and consideration of reports of officers, trustees and committees.
   
5. Election of board members.
   
6. Unfinished business.
   
7. New business.
   
8. Adjournment.

ARTICLE IV BOARD MEMBERS

SECTION 1. General Powers. The business and affairs of the Cooperative shall be managed by a board of five (5) members which shall exercise all the powers of the Cooperative except such as are by law, the articles of the incorporation or these bylaws conferred upon or reserved to the members.

SECTION 2. Election and Tenure of Office. The persons named as board members in the articles of incorporation shall compose the board until the first annual meeting or until their successors shall have been elected and shall have qualified. Members of the board shall be elected by secret ballot at each annual meeting of the members beginning with the year 1937, by and from the members, to serve until the next annual meeting of the members or until their successors shall have been elected and shall have qualified. If an election of board members shall not be held on the day designated herein for the annual meeting, or at any adjournment thereof, a special meeting of the members shall be held for the purpose of electing board members within a reasonable time thereafter. Board members may be elected by a plurality vote of the members. The directors shall be elected for a term of three (3) years beginning in 1984 to be phased in as follows: they shall be elected from District No. 3 and District No. 5 for a 3 year term at the Annual Meeting in 1984, the director from District No. 2 shall be elected for a 2-year term at the Annual Meeting in 1984. The directors from Districts No. 1 and No. 4 shall be elected for a 3-year term at the Annual Meeting in 1985, and the director from District No. 2 shall be elected for a 3 year term at the Annual Meeting in 1986. After this has been phased in all directors from all districts shall be elected for 3-year terms thereafter.

SECTION 3. Voting Districts. The territory served or to be served by the Cooperative shall be divided into five (5) districts, each of which shall contain as nearly as possible the same number of members. Each district shall be represented by one board member. The original five districts shall be as follows:

District No. 1. Beginning at the point of intersection of the Mississippi River and the Hickman-Fulton County line, said point being the southwest corner of this district; thence in an easterly and southeasterly direction along said County line to the point of intersection of said line with Obion Creek; thence following the meanders of said creek in a northeasterly direction to the point of intersection of said creek with Hickman-Carlisle County line; thence in a northerly direction along the Cooperative's east line to the point of intersection of said line with the Carlisle-Ballard County line; thence in a westerly direction along said line to the Mississippi River; thence along said river in a southerly direction to the point of beginning.

District No. 2. Beginning at the point of intersection of Ky. Highway No. 1053 and Obion Creek; thence in an easterly direction along said highway to the G.M. & O. Railroad at Greenwood Crossing; thence in a southeasterly direction along said railroad to the Hickman-Fulton County line; thence in an easterly and southeasterly direction along said County line to a point approximately at the intersection of the Illinois Central Railroad and Ky. Highway 94; thence in an easterly direction along Highway No. 94 to the Cooperative east line; thence in a northerly and northwesterly direction along said Cooperative line to the point of intersection of Hickman-Carlisle County line and Obion Creek; thence in a southwesterly direction along the meanders of said creek to the point of beginning.

District No. 3. Beginning at the point of intersection of the G.M. & O. Railroad with the Hickman-Fulton County line just south of Moscow, said point being the southwest corner of District No. 2; thence in an easterly and southeasterly direction along the south line of District No. 2 to the point in the Cooperative east boundary line, said point being the southeast corner of district No. 2; thence south along the east Cooperative boundary line to the Ky.-Tenn. State line; thence west along the Cooperative's south boundary line to a point in the Ky.-Tenn. State line at Jordan; thence in a northerly direction along the G.M. & O. R.R. to the point of beginning.

District No. 4. Beginning at the point of intersection of the Mississippi River with the Hickman-Fulton County line, said point being the southwest corner of District No. 1; thence in an easterly and southeasterly direction along said county line to the point of intersection of said line with Obion Creek; thence in a northerly direction along said creek to the point of intersection of said creek with Highway No. 123; thence in an easterly direction along said highway to the point of intersection of said highway with the G.M. & O. Railroad at Greenwood Crossing; thence in a southerly direction along said railroad to a point in the Ky.-Tennessee State line at Jordan; thence in a westerly direction along the Cooperative's south line to a point in Troy Road; thence in a northerly direction along Troy Road; to a point in the Mississippi River at Hickman; thence in a northerly direction along said river to the point of beginning.

District No. 5. Bounded on the east by the west line of District No. 4; on the north by the Mississippi River; on the west by the Mississippi River; on the south by the Cooperative's south line. Together with Madrid Bend, which is bounded by the Mississippi River on the north, east and west and by the Tennessee State line or the Cooperative's south line on the south.

SECTION 4. Qualification. No person shall be eligible to become or remain board member of the Cooperative who:

(a) is not a member and bona fide resident of the district he represents
(b) is in any way employed by or financially interested in a competing enterprise or a business selling electric energy, or supplies to the Cooperative, or a business primarily engaged in selling electrical or plumbing appliances, fixtures or supplies to the members of the Cooperative.
(c) No person shall be eligible to become or remain a director of the Cooperative who is a close relative of an incumbant director or of an employee (including a retired employee) of the Cooperative, or is not a member in good standing of the Cooperative and receiving service.

Upon establishment of the fact that a board member is holding the office in violation of any of the foregoing provisions, the board shall remove such board member from office.

Nothing contained in this section shall affect in any manner whatsoever the validity of any action taken at any meeting of the board.

SECTION S. Nominations. It shall be the duty of the board to appoint, not less than thirty days nor more than sixty days before the date of a meeting of the members at which board members are to be elected, an Advisory Board which shall be convened to act as a nominating committee. No member of the board may serve on such Advisory Board. The Advisory Board, keeping in mind the principal of equitable representation, shall prepare and post at the principal office of the Cooperative at least twenty days before the meeting a fist of nominations for board members which shall include at least one candidate for each board position to be filled by the election. The Secretary shall be responsible for mailing with the notice of the meeting or separately, but at least ten days before the date of the meeting, a statement of the number of board members to be elected and the names and addresses of the candidates nominated. Any fifteen or more members acting together may make other nominations by petition and the Secretary shall post such nominations at the same place where the fist of nominations by the Advisory Board is posted. Nominations made by petition, if any, must be received at least 30 days before the meeting to be included on the official ballot No other nominations may be made other than as set forth herein. Upon establishment of the fact that a nominee for director lacks eligibility under this Section or as may be provided elsewhere in these Bylaws, it shall be the duty of the chairman presiding at the meeting at which such nominee would otherwise be voted upon to disqualify such nominee.
Motion carried unanimously.

SECTION 10. Compensation. The powers, duties and compensation of officers, agents and employees shall be fixed by the board subject to the provisions of these bylaws with respect to compensation for a board member and close relatives of a board member.

SECTION 11. Reports. The officers of the Cooperative shall submit at each annual meeting of the members reports covering the business of the Cooperative for the previous fiscal year. Such reports shall set forth the condition of the Cooperative at the close of such fiscal year.

ARTICLE V MEETINGS OF BOARD

SECTION 1. Regular Meetings. A regular meeting of the Board shall be held without notice, immediately after, and at the same place as, the annual meeting of the members. A regular meeting of the board shall also be held monthly at such time and place within one of the counties served by the Cooperative as designated by the board. Such regular monthly meeting may be held without notice other than such resolution fixing the time and place thereof.

SECTION 2. Special Meeting. Special meetings of the Board may be called by the President or by any three board members, and it shall thereupon be the duty of the secretary to cause notice of such meeting to be given as hereinafter provided. The President or board members calling the meeting shall fix the time and place for the holding of the meeting.

SECTION 3. Notice of Board Meetings. Written notice of the time, place and purpose of any special meeting of the Board shall be delivered to each board member either personally or by mail, by or at the direction of the Secretary, or upon a default in duty by the Secretary, by the President or the board member calling the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the board member at his address as it appears on the records of the Cooperative, with postage thereon prepaid, at least five days before the date set for the meeting.

SECTION 4. Quorum. A majority of the Board shall constitute a quorum, provided, that if less than such majority of the board is present at said meeting, a majority of the board present may adjourn the meeting from time-to-time; and provided further, that the Secretary shall notify any absent board members of the time and place of such adjourned meeting. The act of a majority of the board members present at a meeting at which a quorum is present shall be the act of the board, except as otherwise provided in these bylaws.
ARTICLE VI OFFICERS
SECTION 1. Number. The officers of the Cooperative shall be a Chairman, Vice-Chairman, Secretary, Treasurer and such other officers as may be determined by the Board of Directors from time-to-time. The offices of Secretary and Treasurer may be held by the same person.
SECTION 2. Election and Term of Office. The officers shall be elected by ballot, annually by and from the board at the meeting of the board held immediately after the annual meeting of the members. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until the first meeting of the board following the next succeeding annual meeting of the members or until his successor shall have been elected and shall have qualified. A vacancy in any office shall be filled by the board for the unexpired portion of the term.

SECTION 4. Chairman. The Chairman shall:

(a) be the principal executive officer of the Cooperative and, unless otherwise determined by the members or the Board, shall preside at all meetings of the members and the Board;
(b) sign, with the Secretary, certificates of membership, the issue of which shall have been authorized by the board or the members, and may sign any deeds, mortgages, deeds of trust, notes, bonds, contracts or other instruments authorized by the board to be executed, except in cases in which the signing and execution thereof shall be expressly delegated by the board or by these bylaws to some other officer or agent of the Cooperative, or shall be required by law to be otherwise signed or executed; and
(c) in general, perform all duties incident to the office of Chairman and such other duties as may be prescribed by the board from time-to-time.

SECTION 5. Vice-Chairman. In the absense of the Chairman, or in the event of his inability or refusal to act, the Vice-Chairman shall perform the duties of the Chairman, and when so acting shall have all the powers of and be subject to all the restrictions upon the Chairman. The Vice-Chairman shall also perform such other duties as from time-to-time may be assigned to him by the board.

SECTION 6. Secretary. The Secretary shall be responsible for:

(a) keeping the minutes of the meetings of the members and of the board in books provided for that purpose.
(b) seeing that all notices are duly given in accordance with these bylaws or as required by law.
(c) the safekeeping of the corporate books and records and the seal of the Cooperative and affixing the seal of the Cooperative to all certificates of membership prior to the issue thereof, and to all documents, the execution of which on behalf of the Cooperative under its seal is duly authorized in accordance with the provisions of these bylaws;
(d) keeping a register of the name and post office addresses of all members;
(e) signing, with the President, certificates of membership, the issue of which shall have been authorized by the board or the members;
(f) keeping on file at all times a complete copy of the articles of incorporation and bylaws of the Cooperative containing all amendments thereto (which copy shall always be open to the inspection of any member) and at the expense of the Cooperative, furnishing a copy of the bylaws and of all amendments thereto to any member upon request; and
(g) in general, performing all duties incident to the office of Secretary and such other duties as from time-to-time may be assigned to him by the board.

SECTION 7. Treasurer. The Treasurer shall be responsible for:

(a) custody of all funds and securities of the Cooperative;
(b) the receipt of and the issuance of receipts for all monies due and payable to the Cooperative and for the deposit of all such monies in the name of the Cooperative in such banks or banks as shall be selecte in accordance with the provisions of these bylaws; and
(c) the general performance of all the duties incident to the office of Treasurer and such other duties as from time-to-time may be assigned to him by the board.

SECTION 8. President The board may appoint a President who may be, who shall not be required to be, a member of the Cooperative. The President shall perform such duties and shall exercise such authority as the board may from time-to-time vest in him.

SECTION 9. Bonds of Officers. The Treasurer and any other officer or agent of the Cooperative charged with responsibility for the custody of any of its funds or property shall be bonded in such sum and with such surety as the board shall determine. The board in its descretion may also require any other officer, agent or employee of the Cooperative to be bonded in such amount and with such surety as it shall determine.

ARTICLE VII DISPOSITION OF PROPERTY

The Cooperative may not sell, lease or otherwise dispose of any of its property other than:

(a) Property that is not necessary in operating and maintaining the system, but sales of such properly shall not in any one year exceed ten per cent in value of all the property of the Cooperative other than merchandise and property acquired by resale;
(b) Services and electric energy;
(c) Property acquired for resale; and
(d) Merchandise

unless the Board of Directors is authorized to do so by a majority of the total membership. Due notice shall be given to all members of the disposed sale, lease or other disposition of such property. The Board of Directors, without authorization by the members, shall have full power and authority to authorize the execution and delivery of a mortgage or mortgages or a deed or deeds of trust upon, or the pledging or encumbering of any or all of the property, assets, rights, privileges, licenses, franchises, and permits of the Cooperative, whether acquired or to be acquired, and wherever situated, as well as the revenues and income therefrom, upon such terms and conditions as the Board of Directors shall determine to secure any obligation of the Cooperative to United States of America or any instrumentality or agency thereof; provided further that the board may upon the authorization of a majority of those members of the Cooperative present at a meeting of the members thereof, sell, lease, or otherwise dispose of any or all of its property to another Cooperative or foreign corporation doing business in this State pursuant to the Act under which this Cooperative is incorporated.

ARTICLE VIII SEAL
The Corporate seal of the Cooperative shall have inscribed thereon the name of the Cooperative and the words "Corporate Seal of Kentucky."

ARTICLE IX FINANCIAL TRANSACTIONS

SECTION 1. Contracts. Except as otherwise provided in these bylaws, the board may authorize any officer or officers, agent or agents to enter into any contract or execute and deliver any instrument in the name and on behalf of the Cooperative, and such authority may be general or confined to specific .instances.

SECTION 2. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, and all notes, bonds or other evidences of indebtedness issued in the name of the Cooperative shall be signed and/or countersigned by such officer or officers, agent or agents, employee or employees of the Cooperative and in such manner as shall from time-to-time be determined by resolution of the board.

SECTION 3. Deposits. All funds except petty cash of the Cooperative shall be deposited from time-to-time to the credit of the Cooperative in such bank or banks as the board may select.

SECTION 4. Change in Rates. Written notice shall be given to the Administrator of the Rural Electrification Administration of the United States of America not less than ninety days prior to the date upon which any proposed change in the rates charged by the Cooperative for electric energy becomes effective.

SECTION 5. Fiscal year. The fiscal year of the Cooperative shall begin on the first day of July of each year and shall end on the thirtieth day of June of the following year.

ARTICLE X MISCELLANEOUS

SECTION 1. Membership in Other Organizations. The Cooperative shall not become a member of or purchase stock in any other organization without an affirmative vote of the members at a duly held meeting, the notice of which shall specify that action is to be taken upon such proposed membership or stock purchase, provided, however, that the Cooperative may upon the authorization of the board, purchase stock in or become a member of any corporation or organization organized on a non-profit basis for the purpose of engaging in or furthering the cause of rural electrification, or with the approval of the Administrator of REA, of any other corporation for the purpose of acquiring electric facilities.

SECTION 2. Waiver of Notice. Any member or board member may waive in writing any notice of a meeting required to be given by these bylaws. The attendance of a member or board member at any meeting shall constitute a waiver of notice of such meeting by such member or board member, except in case a member or board members shall attend a meeting for the express purpose of objecting to the transactions of any business on the ground that the meeting has not been lawfully called or convened.

SECTION 3. Policies, Rules and Regulations. The board shall have power to make and adopt such policies, rules and regulations, not inconsistent with law, the articles of incorporation or these bylaws, as it may deem advisable for the management of the business and affairs of the Cooperative.

SECTION 4. Accounting System and Reports. The board shall cause to be established and maintained a complete accounting system which, among other things, and subject to applicable laws and rules and regulations of any regulatory body, shall conform to such accounting system as may from time-to-time be designated by the Administrator of the Rural Electrification Administration of the United States of America. The board shall also after the close of each fiscal year cause to be made by a certified public accountant a full and complete audit of the accounts, books and financial condition of the Cooperative as of the end of such fiscal year. A report of such audit shall be submitted to the members at the next following annual meeting.

SECTION 5. Area Coverage. The board shall make diligent effort to see that electric service is extended to all unserved persons within the Cooperative area who (a) desire such service and (b) meet all reasonable requirements established by the Cooperative as a condition of such service.

SECTION 6. Indemnification of Officers, Directors, Staff Employees and Agents. The Cooperative shall indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by, or in the right of, the Cooperative) by reason of the fact that such person is or was a director, officer, staff employee or agent of the cooperative, or who is or was serving at the request of the cooperative as a director, officer, staff employee or agent of another cooperative, association, corporation, partnership, joint venture, trust or other enterprise, against expenses (including all costs of defense), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, if such person acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, the best interest of the Cooperative, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct of such person was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not of itself, create a presumption that the person did riot act in good faith and in a manner which such person reasonable believed to be in, or not opposed to, the best interests of the Cooperative, and with respect to any criminal action or proceeding, had reasonable cause to believe that the conduct of such person was unlawful.

To the extent that a director, officer, staff employee or agent of the Cooperative has been successful, on the merits or otherwise, in the defense of any action, suit or proceeding referred to in paragraph 1, (and, in addition, actions by or in the right of, the Cooperative) of any claim, issure or matter therein, such person shall be indemnified against expenses (including all costs of defense) actually and reasonably incurred by such person in connection therewith.

The indemnity herein provided shall be co-extensive with those authorized under Kentucky Revised Stature 271A.026 and shall be effective in accordance with all of the terms and conditions of such stature.

The Cooperative may purchase and maintain insurance on behalf of any person who is or was a director, officer, staff employee or agent of the Cooperative, or who is or was serving at the request of the cooperative as a director, officer, staff employee or agent of another cooperative, association, corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of the status of such person as such, whether or not the cooperative would have the power to indemnify such person against such liability under the provisions of this bylaw.

SECTION 7. Rules of Order. Parliamentary procedure at all meetings of the members, of the Board of Directors, of any committee provided for in these Bylaws and of any other committee of the members or Board of Directors which may from time to time be duly established shall be governed by the most recent edition of Robert's Rules of Order, except to the extent such procedure is otherwise determined by law or the Cooperative's Articles of Incorporation or Bylaws.

SECTION 8. Advisory Board. An Advisory Board consisting of not less than three (3) nor more than six (6) members from each voting district, the Cooperative shall be elected each year by the board of directors. The Advisory Board shall advise the board on operations of the Cooperative.

ARTICLE XI AMENDMENTS
These bylaws may be altered or amended by the affirmative vote of not less than two-thirds (2/3) of the members of the board at any regular or special meeting. A copy of such alteration or amendment shall be sent to each member of the Cooperative within a reasonable time after such action has been taken.

SECTION 6. Removal of Board Member by Members. Any member of the Cooperative may bring charges against a member of the Board of directors and by filing with the Secretary of the Cooperative such charges in writing, together with a petition signed by at least ten per cent of the members of the Cooperative or 300, whichever is the lesser, may request the removal of such person from the Board at a regular or special meeting of the members called for that purpose. Such board member shall be informed in writing of the charges at least ten days prior to the time of said meeting and shall have an opportunity at the meeting to be heard in person or by counsel and to present evidence in respect to the charges. The member or members bringing the charges shall have the same opportunity and the question of the removal of the Board member shall be decided by a majority of the votes cast at the meeting and any vacancy created by such removal may be filled by vote of the members at such meeting without compliance with the foregoing provisions with respect to nominations.

SECTION 3. Removal of Officers and Agents by the Board. Any officer or agent elected or appointed by the Board of Directors may be removed by said Board whenever in its judgment the best interests of the Cooperative will be served thereby. In addition, any member of the Cooperative may bring charges against an officer, and by filing with the Secretary such charges in writing together with a petition signed by ten percentum of the members or 300, whichever is the lesser, may request the removal of such officer. The officer against whom such charges have been brought shall be informed in writing of the charges at least ten days prior to the board meeting at which the charges are to be considered and shall have an opportunity at the meeting to be heard in person or by counsel and to present evidence in respect to the charges; and the person or persons bringing the charges against him shall have the same opportunity. In the event the board does not remove the officer, the question of his removal shall be considered and voted upon at the next meeting of the members.

SECTION 7. Vacancies. Subject to the provisions of these bylaws with respect to the filling of vacancies caused by the removal of board members by the members, any vacancy occuring on the Board of Directors, other than a vacancy occuring by reason of expiration of the term shall be filled by a majority vote of the remaining members of the Board for the unexpired portion of the term.

SECTION 8. Compensation. Board members shall not receive any salary for their services as such, except that members of the Cooperative may by resolution authorize a fixed sum for each day or portion thereof spent on Cooperative business, such as attendance at meetings, conferences, and training programs or performing committee assignments when authorized by the board. If authorized by the board, board members may also be reimbursed for expenses actually and necessarily incurred in carrying out such Cooperative business or granted a reasonable per diem allowance by the board in lieu of detailed accounting for some of these expenses. No board member shall receive compensation for serving the Cooperative in any other capacity, nor shall any close relative of a board member receive compensation for serving the Cooperative, unless the payment and amount of compensation shall be specifically authorized by a vote of the members or the service by the board member or his close relative shall have been certified by the board as an emergency measure.