ARTICLE IV

Directors

SECTION 1. General Powers
The business and affairs of the Cooperative shall be managed by a Board of seven directors which shall exercise all of the powers of the Cooperative except such as are by law, the Articles of Incorporation or these Bylaws conferred upon or reserved to the members.

SECTION 2. Election and Term of Office
All directors shall be elected for terms of three years, and shall serve until their successors have been elected or appointed and shall have qualified. The number of directors to be elected each year shall be two in two succeeding years and three every third year. Each director shall be elected by means of a mail ballot, which shall be distributed by regular mail within ten days following the annual meeting to the members of the district and returned by voting members in an unmarked, sealed envelope enclosed within a mailing envelope bearing on its face the name, address and signature of the member and that member's membership number, or other means of identification of that member's status as a member. The number of persons voting shall be not less than ten percent of the total membership of the district. In order to be counted, ballots shall be returned to the Cooperative by a time and date specified in the voting instructions, which shall be not less than twenty-one days nor more than thirty-five days after the date of mailing. The ballots shall be counted within seven days of the specified return date. In order to be elected, a candidate must receive at least forty percent of the votes cast. If no candidate receives forty percent or more of the votes cast, or, in case there is a tie between the candidates receiving the largest number of votes, a run-off election shall be held between the two candidates receiving the most votes (or, in the case of a tie among more than two candidates, between all such candidates.) A second mail ballot shall be distributed in the same manner within twenty-one days after the votes are counted, and shall name as candidates the two (or more, in the case of a tie among more than two candidates) persons who received the most votes in the first election. If no director is elected because of an insufficient number of returned ballots, the director then in office shall be considered to be elected for the full term of three years. In the event that the director then in office is unwilling, ineligible or otherwise unable to serve another term, the vacancy shall be filled according to SECTION 6 of this ARTICLE.

SECTION 3. Qualifications
No person shall be eligible to become or remain a director who:

1. is not a member of the Cooperative by virtue of membership held in his name as a natural person receiving electric service at his residence in the district from which he is elected; or
2. does not have the legal capacity to enter into a binding contract or who is not physically or mentally able to discharge the duties of a director; or
3. is in any way employed by or holds a material financial interest in any of the following:
   1. a competing enterprise;
   2. a business selling electric energy;
   3. a business selling substantial amounts of energy or fuel products to the Cooperative; or
   4. a major vendor to the Cooperative, including but not limited to, professional consultants, electrical contractors, and businesses whose sales to the Cooperative represent more than one-third of its business; or
4. is employed by the Cooperative; or
5. is an officer or employee of a collective bargaining unit with which the Cooperative has a labor contract; or
6. is a close relative or a member of a household of a director of the Cooperative or of a person described in (c), (d), or (e) above.

As used in this Bylaw, "close relative or a member of a household," means a person who by blood or in law, including half, foster, step or adoptive kin is either a spouse, child, grandchild, parent, grandparent, brother or sister of the person in question or who on a fixed, long-term or non-temporary basis, shares living quarters with the person in question.

As used in this Bylaw, a business selling electric energy, under (c) (2) above does not include a director’s family member, except for his spouse, who is selling power to the Association under a GVEA sponsored alternative energy program.

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

A director who has served on the Board for at least two and one-half consecutive years, but who has failed to qualify for and obtain a National Rural Electric Cooperative Association (NRECA) Director's Certification shall be ineligible to succeed himself. Nothing contained in this section shall affect the validity of any action taken at any meeting of the Board.

SECTION 4. Nominations
Not less than ninety days before the annual meeting the Board shall appoint a nominating committee for each district from which a director is to be elected, consisting of not less than three nor more than seven members of that district. Members of the Board shall not serve on such committees. Each committee shall at least sixty days before the annual meeting prepare and post at the principal office of the Cooperative, and at offices of the Cooperative in the district from which a director is to be elected, a list containing the names of at least two persons nominated for the office of director. The nominating committee may nominate as candidates, members serving on the nominating committee. The Cooperative shall, at least five days before the nominating committee holds its first meeting, publish in a newspaper of general circulation distributed in the affected district, the name and telephone number of each member of the nominating committee and shall, in the same publication, invite qualified members to submit resumes to the nominating committee. Fifty members or three percent of the number of members of a district, whichever is larger, may nominate candidates for their district by signing and submitting a written petition, received by the Cooperative not less than fifty days prior to the annual meeting. The names of the persons nominated by petition shall be posted in the same place as the list of candidates nominated by the nominating committee. The Secretary of the Board shall cause to be mailed with the ballots sent to the members of each district the names, addresses and resumes of the candidates nominated for that district, specifying separately the nominations made by the nominating committee and the nominations made by petition. Such specification shall, however, not be included on the printed ballot.

SECTION 5. Removal of Directors by Members
Any member may bring charges for cause against the director from his district and, by filing with the Secretary of the Board such charges in writing together with a petition specifying those charges signed by at least ten percent of the members of the district, may request the removal of such director by reason thereof. Such director shall be informed in writing of the charges for cause at least ten days prior to the district 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 concerning the charges; and the person or persons bringing the charges against him shall have the same opportunity. The question of the removal of such directors shall be considered and with a majority approval of the members of the district in attendance, will be submitted to a vote of the district members by mail ballot within forty-five (45) days of the district meeting. The mail ballot shall be conducted as specified in Article XI, Section 6. Any vacancy created by removal shall be filled pursuant to Article IV, Section 6. A director removed by the members may not be reappointed by the Board of Directors.

SECTION 6. Vacancies
A vacancy occurring on the Board shall be filled by the affirmative vote of a majority of the remaining directors for the unexpired portion of the term of the director so replaced. A director removed by the members may not be reappointed by the Board of Directors. A majority of the Board may declare a vacancy to exist upon the Board for the seat of any member of the Board who fails to attend regular meetings of the Board for two consecutive months, or who misses twenty-five percent or more of the regular meetings of the Board during each calendar year.

SECTION 7. Compensation
Directors shall not receive salaries for their services as directors and, except in emergencies, shall not receive salaries for their services in any other capacity without the approval of the members. Directors may be paid a fixed fee for each day of attendance at a meeting of the Board or other meeting while officially representing the Cooperative and for each day of necessary travel to and from a meeting of the Board or other meeting while officially representing the Cooperative. Also, the Cooperative may provide insurance benefits to directors and may reimburse directors for the actual expenses incurred while performing duties as a director.

SECTION 8. Employment of Directors' Relatives
No close relative or member of the household of a director, as described in Article IV, Section 3 of these Bylaws, may be employed by the Cooperative unless the employment is temporary and is authorized as an emergency resolution by the Board.