SUMMARY OF THE BY-LAWS OF TRI-COUNTY ELECTRIC COOPERATIVE, INC. PERTAINING TO MEMBERSHIP, ANNUAL MEETINGS, BOARD REPRESENTATION, AND QUALIFICATION, NOMINATION AND ELECTION TO THE BOARD OF TRUSTEES

Membership

1. Any person, firm, association, corporation, or body politic or subdivision thereof may become a member of the Cooperative by: a. Filing a written application for membership; b. Agreeing to purchase electrical energy from the Cooperative; c. Agreeing to comply with and be bound by the Articles of Incorporation and By-Laws of the Cooperative, and any rules and regulations adopted by the Board of Trustees; and d. Paying the membership fee provided by the By-Laws of the Cooperative, and being accepted for membership by the Board of Trustees or the members. No member may hold more than one (1) membership in the Cooperative, and no membership shall be transferrable.

2. A husband and wife may, if they desire, apply for a joint membership.

Annual Meetings

1. The Annual Meeting of the members of the Cooperative is held on the Third Saturday in September of each year, in either Madison, Jefferson or Taylor County, Florida. The place at which an Annual Meeting is to be held is designated in the Notice of such Annual Meeting given to the members of the Cooperative prior to each Annual Meeting.

Board Representation

1. The territory served by the Cooperative is divided into nine (9) districts. Each district is represented by one (1) Trustee. The Trustees from the nine (9) districts constitute the Board of Trustees of the Cooperative.

2. The Board of Trustees manages the business and affairs of the Cooperative. The Board of Trustees exercises all the powers of the Cooperative except such powers as are conferred upon or reserved to the members by law, or the Articles of Incorporation or the ByLaws of the Cooperative.

Qualifications Or Eligibility To Serve As A Trustee

1. To serve as a Trustee of the Cooperative, a person must: a. Be a natural person; b. Is not a current employee and if a former employee who was not in good standing at time employment ended, a minimum three years must have elapsed; c. Has been subjected to a criminal background check and credit check; d. Is a member in good standing of the cooperative without any disconnections for non-payment of utility services within last five years; e. Be a bona fide full-time resident of the district which member plans to represent for at least 12 months preceding nomination; f. Has the capacity to enter into legally binding contracts; g. Does not have a financial interest in or relationship with an outside organization or individual having business dealings with the Cooperative if it would likely impair the ability of the trustee to serve the best interests of the cooperative; and annually complete and sign a conflict-of-interest certification and disclosure form; h. Is not related to a current trustee as defined in the Conflict of Interest Board Policy; i. Has not been previously removed as a trustee, or has not resigned as a trustee while a proceeding to remove member was pending; j. Has not been convicted of or have pleaded guilty to a felony or first degree misdemeanor; k. Attend at least two-thirds of all board meetings each year while a trustee.

Nomination And Election Procedures For Election To The Board Of Trustees

1. A person may be nominated as a candidate for Trustee at a District Meeting of the members of a district.

2. Not less than thirty (30) days nor more than sixty (60) days before the annual meeting of the members, the Board of Trustees shall call a separate meeting of the members of each district at a suitable place in each district for the purpose of electing one person as Trustee to represent the members located within such district.

3. In order for a member to be nominated at a district meeting for the position of trustee (including incumbent trustees) his or her name and intent to run for such position must be received by the Cooperative in writing at its headquarters in Madison, Florida at least 21 days before the district meeting at which nominations for trustee are to be made. After receiving such written notice, the Cooperative will confirm that the member is a resident of the district for which he/she intends to be a candidate for trustee, and is otherwise qualified to be a trustee. In the event that the member is not qualified to be a trustee, the Cooperative will notify the member of this in writing prior to the district meeting at which elections for trustee are to be made. The Secretary of the Cooperative shall, prior to the district meeting, certify the names of all prospective candidates who shall satisfy the said requirements.

4. Fifteen members residing in the District present at such duly called district meeting shall constitute a quorum provided, however, that members casting votes during voting hours in an election of trustees shall be counted as present in person for the determination of a quorum as provided by law.

5. Voting shall be by ballot. Each member may vote for one candidate. The candidate receiving the highest number of votes shall be declared the trustee of the district. In the event of a tie vote, the winner of a coin toss shall be declared Trustee-elect.

6. If only one qualified Trustee candidate is nominated or accepts nomination for a Trustee position, the Cooperative will dispense with balloting, no quorum will be required, and the candidate will be declared the Trustee-elect at the District Meeting.

7. Not less than ten days before an annual meeting of the members, the Secretary of the cooperative shall mail to each member a list of the trustees elected at all district meetings, the names to be arranged by district. This list may be included with the notice of the meeting.

8. In the event of the election of a trustee does not occur on the date designated herein for the district meeting due to being unable to establish a quorum at the district meeting, the election of those qualified candidate(s) for trustee shall occur at the annual meeting of the members.