Section 4.02. Qualifications and Tenure

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SECTION 4.02. QUALIFICATIONS AND TENURE

The persons named as Directors in the Articles of Incorporation of the Cooperative shall compose the Board of Directors until the first Annual Meeting or until their successors shall have been elected and shall have qualified. Beginning with the Annual Meeting of 1971, the Directors of the Cooperative shall be divided into three (3) classes. At the Annual Meeting of the Members of the Cooperative held in 1971, one (1) Director from each of the Districts of the Cooperative numbered 6 and 7 shall be elected by secret ballot by and from the Members as Directors of the first class, to serve until the next Annual Meeting or until their successors have been elected and shall have qualified; one (1) Director each from Districts numbered 3 and 4 shall be elected by secret ballot by and from the Members, as Directors of the second class, to serve until the second succeeding Annual Meeting or until their successors have been elected and shall have qualified; one (1) Director each from Districts numbered 1, 2 and 5 shall be elected by secret ballot by and from the Members, as Directors of the third class, to serve until the third succeeding Annual Meeting or until their successors have been elected and shall have qualified. At each Annual Meeting thereafter, the Directors shall be elected by secret ballot by and from the Members, to succeed those Directors whose terms of office shall have expired, to serve for a period of three (3) years or until their successors have been elected and shall have qualified, subject to the provisions of these Bylaws with respect to the removal of Directors. If an election of Directors shall not be held on the day designated in the Bylaws for the Annual Meeting or at any adjournment thereof, the Board of Directors shall cause an election to be held at a Special Meeting of the Members within a reasonable time thereafter. Directors may be elected by a plurality vote of the Members.

No Member shall be eligible to become or remain a Director or to hold any position of trust in the Cooperative who is a Close Relative of an incumbent Director or of an Employee of the Cooperative, who has not been a Member in good standing in his/her individual capacity for at least one (1) year prior to his/her election and whose principal place of residence is not served with electric power and energy by the Cooperative in the District he/she is to represent. No Member shall be eligible to become or remain a Director who is not at least twenty-one (21) years of age, is a convicted felon, or who 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, and no Member shall take or hold office as a Director who is the incumbent of or candidate for an elective public office in connection with which a salary is paid. A Director whose term expires may be re-elected for subsequent terms. Nothing in this section contained shall or shall be construed to affect in any manner whatsoever the validity of any action taken at any meeting of the Board of Directors.

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. Upon the establishment of the fact that any Member being considered for, or already holding, a Directorship or other position of trust in the Cooperative lacks eligibility under this section, it shall be the duty of the Board of Directors to withhold such position from such Member, or to cause him/her to be removed therefrom, as the case may be. Nothing contained in this section shall, or shall be construed to, affect in any manner whatsoever the validity of any action taken at any meeting of the Board of Directors, unless such action is taken with respect to a matter which is affected by the provisions of this section and in which one or more of the Directors have an adverse interest to that of the Cooperative.