ARTICLE XI

Miscellaneous

SECTION 1. Membership in Other Organizations
The cooperative may, with the approval of the Board of Directors, acquire or create any interest in any legal entity to conduct business as permitted by law.

SECTION 2. Waiver of Notice
A member or director may waive in writing notice of a meeting required to be given by these Bylaws. The attendance of a member or director at a meeting shall constitute a waiver of notice of the meeting by such member or director, except when a member or director attends a meeting for the express purpose of objecting to the transaction 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 the 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 subject to applicable laws and rules and regulations of any regulatory body having jurisdiction. The Board shall 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 copy of such audit shall be available to the members.

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

SECTION 6. Voting by Members
Consistent with these Bylaws and at the discretion of the Board of Directors, any vote of the membership may be conducted by mail ballot. Mail ballots shall be distributed by regular mail 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.

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.

Unless otherwise specified in these Bylaws, the number of members voting by mail ballot must equal the number of members required for a quorum at a meeting of the members in order for the ballot to be counted and a majority vote is required to approve a ballot. For the purposes of determining the number of members required for a quorum, the books of the Cooperative shall be deemed closed on the record date for purposes of distribution of mail ballots.