(c)   Without providing the member notice, or an opportunity to comment, the cooperative may suspend or terminate cooperative services to a member upon determining or discovering:

1.  That cooperative equipment used to provide a service has been tampered with, altered, interfered with, damaged or impaired;

2.  That any act has been taken or omitted involving any member equipment connected to any cooperative equipment that adversely impacts the cooperative’s ability to safely, reliably, and efficiently operate the cooperative or provide any service;

3.  The unsafe condition of any cooperative equipment or any member equipment connected to any cooperative equipment; or

4.  Any imminent hazard or danger posed by cooperative equipment or any member equipment connected to any cooperative equipment.

ARTICLE II

Rights and Liabilities

                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 (10) years next preceding the date of the filing of the certificate of dissolution.

                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 member shall be liable or responsible for any debts or liabilities of the Cooperative.

                SECTION 3. Provision of Cooperative Electric Service. Each Member shall comply with any reasonable procedure required by the cooperative regarding the provision of cooperative electric service to any member.

(a)   The Cooperative shall provide cooperative electric service to members in a reasonable manner. The Cooperative, however, neither insures, guarantees, nor warrants that it will provide adequate, continuous, or non-fluctuating electric power or energy or other cooperative electric service. The Cooperative is not liable for any damages, costs, or expenses, including attorney fees or legal expenses, caused by the Cooperative providing any inadequate, non-continuous, or fluctuating electric power or energy or other cooperative electric service, unless the damages, costs, or expenses are caused by the Cooperative’s gross negligence or willful misconduct. All Cooperative responsibility and liability for providing Cooperative electric service terminate upon delivery of the Cooperative electric service to a member or other person acting for a member.

(b)   No member shall tamper with, alter, interfere with, damage, or impair any Cooperative equipment. No member shall take or omit any act involving any member equipment connected to any Cooperative equipment that adversely impacts the Cooperative’s ability to safely, reliably, and efficiently operate the Cooperative or provide any Cooperative electric service. Unless otherwise determined or indicated by the Board, the Cooperative owns all Cooperative equipment. Each Member shall protect all Cooperative equipment and all member equipment connected to Cooperative equipment, and shall install and maintain any protective device, and implement and follow any protective procedure, required by the Cooperative.

ARTICLE III

Meeting of Members

                SECTION 1. Annual Meeting. The annual meeting of members shall be held each year at such date, time, and 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 preparation for the annual meeting. Failure to hold the annual meeting at the designated time shall not work a forfeiture or dissolution of the Cooperative. The Board shall fix in advance a date as the record date for the determination of members entitled to notice of or to vote at any meeting of members, such date in any case to be not more than sixty (60) days and, for a meeting of members, not less than ten (10) days, or in the case of a merger, consolidation, dissolution or sale, lease or exchange of assets, not less than twenty (20) days, immediately preceding such meeting.

                SECTION 2. Special Meetings. Special meetings of the members may be called by the Chairman, resolution of the board, or upon a written request signed by any three (3) board members, or by ten per centum (10%) or more of all the members entitled to vote, and it shall thereupon be the duty of the Secretary to cause notice of such meeting to be given as thereinafter provided. Special meetings of the members may be held at any place within one (1) of the counties served by the Cooperative as designated by the board and shall be specified in the notice of the special meeting.

                SECTION 3. Notice of Members’ Meetings. Written or printed notice stating the place, day and hour of the meeting and in case of special meeting or an annual meeting at which business requiring special notice is to be transacted, the purposes for which the meeting is called, shall be delivered either personally or by mail, not less than ten (10) days nor more than sixty (60) days before the date of the meeting, or in the case of a removal of one or more directors, a merger, consolidation, dissolution or sale, lease or exchange of assets not less than twenty (20) days nor more than sixty (60) days before the date of the meeting, by or at the direction of the Chairman, or the Secretary, or the officers, or persons calling the meeting, to each member of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the member at the member’s address as it appears on the records of the Cooperative, with postage thereon prepaid. 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. So long as the total number of members of record entitled to vote at a meeting of the members does not exceed one thousand (1,000), at least five per centum (5%) of the total number of members entitled to vote who are present in person shall constitute a quorum for the transaction of business at all meetings of the members. In case the total number of members of record entitled to vote at a meeting of the members shall exceed one thousand (1,000), then at least one hundred fifty (150) of the members entitled to vote who are present in person shall constitute a quorum for the transaction of business at all meetings of the members. If less than a quorum is present at any meeting, a majority of those members entitled to vote who are 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. No member may attend or be present for purpose of constituting a quorum, or may otherwise act or participate in a meeting of members by proxy. No member may participate in or act in any meeting of members through the use of a conference telephone or other communications equipment as may be permitted by law. Such participation in a member meeting shall not constitute attendance or presence in person at the meeting by such person or persons so participating.

                SECTION 5. Voting. Each member receiving service on the record date shall be entitled to only one (1) vote upon each matter submitted to a vote at a meeting of the members. If a quorum is present, all questions shall be decided by an affirmative vote of the majority of the votes present and voted in person except as otherwise provided by law, the Articles of Incorporation or these Bylaws. No member who is entitled to vote may vote by proxy.

                SECTION 6. Order of Business and Procedure. 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.

                Meeting procedure, except to the extent such procedure is otherwise determined by law or by the Articles of Incorporation or Bylaws of the Cooperative, shall be governed by the latest edition of Robert’s Rules of Order.

                SECTION 7. Inspectors. At any meeting of members, the Chairman of the meeting may, or upon the request of any member, shall appoint one or more persons as inspectors for such meeting.

                Such inspectors shall ascertain and report the number of votes represented at a meeting; count all votes and report the result; and do such other acts as are proper to conduct the election and voting with impartiality and fairness to all the members.

                Each report of an inspector shall be in writing and signed by him or her or by a majority of them if there be more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors. The report of the inspector or inspectors on the number of voters represented at the meeting and the results of the voting shall be prima facie evidence thereof.

                SECTION 8. Voting by Ballot. Voting on any question or in any election may be by voice unless the Chairman of the meeting shall order or any member shall demand that voting be by ballot.

ARTICLE IV

Board Members

                SECTION 1: General Powers. The business and affairs of the Cooperative shall be conducted by a board of nine (9) members 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 Tenure of Office. Members of the board shall be elected by ballot at each annual meeting of the members. At the annual meeting in the year 1972 there shall be elected nine (9) directors who at the first organizational meeting thereafter shall choose by lot which three directors so elected shall serve for a term of one year, which three shall serve for a term of two years and which three shall serve for a term of three years from such election. Thereafter, at each annual meeting of the members there shall be elected three (3) directors who shall serve for a term of three years and until their successors are elected and qualified, subject to provisions of these Bylaws with respect to the removal of directors. If an election of board members shall not be held on the day designated 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.

                SECTION 3. Qualifications. No person shall be eligible to become or remain a board member of a Cooperative who:

(a)   Is not a member purchasing electric energy from the lines of the Cooperative and who is not a bona fide resident of the particular district which he or she 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 appliances, fixtures or supplies to the members of the Cooperative.

(c)   Shall have served as a board member for 4 consecutive 3-year terms immediately preceding an election. No term commencing prior to the effective date of this provision (3-27-81) shall be counted toward the limitation contained herein.

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

SECTION 4. Districts, Nominations and Elections.

(a)   The territory served or to be served by the Cooperative shall be divided into nine (9) districts, each of which shall contain as nearly possible the same number of members. Each district shall be represented by one board member. The original nine districts shall be as follows:

DISTRICT 1

System Map 4–North Stanford–South Half, Township 3 North, Range 7 East of the Third Principal Meridian, Clay County, Illinois

System Map 5–Clay City–South 3/4, Township 3 North, Range 8 East of the Third Principal Meridian, Clay County, Illinois

System Map 6–Noble–South 3/4, Township 3 North, Range 9 East of the Third Principal Meridian, Richland County, Illinois

System Map 12–Garden Hill, Sections 25, 26, 35 and 36, Township 2 North, Range 5 East of the Third Principal Meridian, Wayne County, Illinois

System Map 13–Harter–South 1/2 and Keith–West 1/2, Township 2 North, Range 6 East of the Third Principal Meridian, Clay and Wayne Counties, Illinois

System Map 14–Keith–East Part, Wayne County and Stanford–South 1/2, Clay County, Township 2 North, Range 7 East of the Third Principal Meridian, Clay and Wayne Counties, Illinois

System Map 15–Clay City–South Part, Clay County, Zif, Wayne County and Decker, Sections 1, 2, 11 and 12, Richland County, Township 2 North, Range 8 East of the Third Principal Meridian, Clay, Richland and Wayne Counties, Illinois

System Map 16–Decker–South Part, Richland County, and Mt. Erie, North Part, Wayne County, Township 2 North, Range 9 East of the Third Principal Meridian, Richland and Wayne Counties, Illinois

System Map 23–Indian Prairie–Township 1 North, Range 6 East of the Third Principal Meridian, Wayne County, Illinois

System Map 24–Bedford–Township 1 North, Range 7 East of the Third Principal Meridian, Wayne County, Illinois

System Map 25–Elm River–Township 1 North, Range 8 East of the Third Principal Meridian, Wayne County, Illinois

DISTRICT 2

System Map 34–Lamard, Township 1 South, Range 7 East of the Third Principal Meridian, Wayne County, Illinois

System Map 35–Jasper, Township 1 South, Range 8 East of the Third Principal Meridian, Wayne County, Illinois

System Map 44–North Big Mound, Township 2 South, Range 7 East of the Third Principal Meridian, Wayne County, Illinois

System Map 54–South Big Mound and Northeast Crouch, Township 3 South, Range 7 East of the Third Principal Meridian, Hamilton County, Illinois

DISTRICT 3

System Map 7–Sections 25, 26, 35 and 36, Township 3 North, Range 10 East of the Third Principal Meridian, Richland County, Illinois

System Map 8–Sections 30 and 31, Township 3 North, Range 11 East of the Third Principal Meridian, Richland County, Illinois

System Map 9–Sections 30 and 31, Township 3 North, Range 14 West of the Second Principal Meridian, Richland County, Illinois

System Map 17–Part of the South part of Madison and Sections 31 through 36 upper Shelby Precinct, Township 2 North, Range 10 East of the Third Principal Meridian, Richland and Edwards Counties, Illinois

System Map 18–Madison–A part of the South and East part, Richland County, and Section 31, Salem Precinct, Edwards County, Township 2 North, Range 11 East of the Third Principal Meridian, Richland and Edwards Counties, Illinois

System Map 19–Bonpas–Southwest part, Richland County, and Salem Precinct Sections 31 through 34, Edwards County, Township 2 North, Range 14 West of the Second Principal Meridian, Richland and Edwards Counties, Illinois

System Map 26–Mt. Erie–Township 1 North, Range 9 East of the Third Principal Meridian, Wayne County, Illinois

System Map 27–Shelby Precinct–Upper major part, Salem Precinct–West part, and Shelby–South part, Township 1 North, Range 10 East of the Third Principal Meridian, Edwards County, Illinois

System Map 36–Massilon–Township 1 South, Range 9 East of the Third Principal Meridian, Wayne County, Illinois

System Map 45–Grover and North 1/2 Barnhill, Township 2 South, Range 8 East of the Third Principal Meridian, Wayne County, Illinois

System Map 46–Upper Leech, Township 2 South, Range 9 East of the Third Principal Meridian, Wayne County, Illinois

DISTRICT 4

System Map 28–Bone Gap and Sections 6, 7, 18, 19 and 30 Salem, Township 1 North, Range 11 East of the Third Principal Meridian, Edwards County, Illinois

System Map 29–A part of Salem and Sections 31 and 34 in Bone Gap, Township 1 North, Range 14 West of the Second Principal Meridian, Edwards County, Illinois

System Map 37–Sections 19 through 36 of Albion, Sections 2 through 11 and 14 through 18 of South Shelby, Sections 1, 12 and 13 of Bone Gap, Township 1 South, Range 10 East of the Third Principal Meridian, Edwards County, Illinois

System Map 38–Sections 6, 7 and 18 of Bone Gap and Sections 19, 30 and 31 in Albion, Township 1 South, Range 11 East of the Third Principal Meridian, Edwards County, Illinois

System Map 39–Sections 3 through 22 of Bone Gap and 28 through 33 in Browns, Township 1 South, Range 14 East of the Third Principal Meridian, Edwards County, Illinois

System Map 47–Sections 1 through 4, 9 through 16, 21 through 25 in Albion, Sections 5, 6, 7, 8, 17, 18, 19, 20, 29, 30 and 31 in Ellery and Sections 26, 27 and 28 in Dixon, Township 2 South, Range 10 East of the Third Principal Meridian, Edwards County, Illinois

System Map 48–Sections 6, 7, 18, 19 and 30 in Albion and Sections 30 and 31 in French Creek, Township 2 South, Range 11 East of the Third Principal Meridian, Edwards County, Illinois

System Map 49–Sections 19 through 34 in French Creek, Sections 4 through 10 and 15 through 18 in Browns, Section 35 in North Compton, Township 2 South, Range 14 West of the Second Principal Meridian, Edwards and Wabash Counties, Illinois

System Map 57–Sections 1, 12 and 13 in French Creek, Sections 2 through 11 and 14 through 18 in Dixon, Edwards County, Sections 19 through 36 in West Gray, White County, Township 3 South, Range 10 East of the Third Principal Meridian, Edwards and White Counties, Illinois

System Map 58–Sections 6, 7 and 18 in French Creek, Edwards County, Sections 19, 30 and 31 in East Gray, White County, Township 3 South, Range 11 East of the Third Principal Meridian, Edwards and White Counties, Illinois

System Map 59–Section 3 through 9 and 16, 17 and 18 in French Creek, Edwards County, Sections 19, 20, 21, 28 through 33 in East Gray, White County, Township 3 South, Range 14 West of the Second Principal Meridian, Edwards and White Counties, Illinois

System Map 67–West Phillips, Township 4 South, Range 10 East of the Third Principal Meridian, White County, Illinois

System Map 68–Sections 6, 7, 18, 19, 30 and 31 in East Phillips, Township 4 South, Range 11 East of the Third Principal Meridian, White County, Illinois

System Map 69–Sections 4 through 35 in East Phillips, Township 4 South, Range 14 West of the Second Principal Meridian, White County, Illinois

DISTRICT 5

System Map 55–Sections 1 through 18, Barnhill, Wayne County, Sections 19 through 36, North Mill Shoals, White County, Township 3 South, Range 8 East of the Third Principal Meridian, Wayne and White Counties, Illinois

System Map 56–Sections 19 through 36, North Burnt Prairie, White County, Sections 1 through 18, South Leech, Wayne County, Township 3 South, Range 9 East of the Third Principal Meridian, Wayne and White Counties, Illinois

System Map 65–South Mill Shoals, Township 4 South, Range 8 East of the Third Principal Meridian, White County, Illinois

System Map 66–South Burnt Prairie, Township 4 South, Range 9 East of the Third Principal Meridian, White County, Illinois

System Map 74–Crook, Township 5 South, Range 7 East of the Third Principal Meridian, Hamilton County, Illinois

System Map 75–Enfield Township 5 South, Range 8 East of the Third Principal Meridian, White County, Illinois

DISTRICT 6

System Map 76–All of Carmi, Township 5 South, Range 9 East of the Third Principal Meridian, White County, Illinois

System Map 77–West Hawthorne, Township 5 South, Range 10 East of the Third Principal Meridian, White County, Illinois

System Map 78–Sections 6, 7, 18, 19, 30 and 31, East Hawthorne, Township 5 South, Range 11 East of the Third Principal Meridian, White County, Illinois

System Map 79–East Hawthorne, Township 5 South, Range 14 West of the Second Principal Meridian, White County, Illinois

System Map 86–North Heralds Prairie, Township 6 South, Range 9 East of the Third Principal Meridian, White County, Illinois

System Map 87–North Emma, Township 6 South, Range 10 East of the Third Principal Meridian, White County, Illinois

System Map 88–The East Sections 5, 6, 7, 18, 19, 20, 29, 30, 31 and 32 in North Emma, Township 6 South, Range 11 East of the Third Principal Meridian, White County, Illinois

System Map 95–South Indian Creek, White County and Omaha, Gallatin County, Township 7 South, Range 8 East of the Third Principal Meridian, White and Gallatin Counties, Illinois

System Map 96–South Heralds Prairie, White County and Asbury, Gallatin County, Township 7 South, Range 9 East of the Third Principal Meridian, White and Gallatin Counties, Illinois

System Map 97–South Emma, White County and North New Haven, Gallatin County, Township 7 South, Range 10 East of the Third Principal Meridian, White and Gallatin Counties, Illinois

DISTRICT 7

System Map 61–Sections 1, 12, 13, 24, 25 and 36 in Moores Prairie, Township 4 South, Range 4 East of the Third Principal Meridian, Jefferson County, Illinois

System Map 62–Dahlgren, Township 4 South, Range 5 East of the Third Principal Meridian, Hamilton County, Illinois

System Map 71–Sections 1, 12, 13, 24, 25 and 36 in Northern Township 5 South, Range 4 East of the Third Principal Meridian, Franklin County, Illinois

System Map 72–Knights Prairie, Township 5 South, Range 5 East of the Third Principal Meridian, Hamilton County, Illinois

System Map 73–McLeansboro, Township 5 South, Range 6 East of the Third Principal Meridian, Hamilton County, Illinois

System Map 82–Flannigan, Township 6 South, Range 5 East of the Third Principal Meridian, Hamilton County, Illinois

System Map 83–Twigg, Township 6 South, Range 6 East of the Third Principal Meridian, Hamilton County, Illinois

System Map 84–Mayberry, Township 6 South, Range 7 East of the Third Principal Meridian, Hamilton County, Illinois

System Map 85–North Indian Creek, Township 6 South, Range 8 East of the Third Principal Meridian, White County, Illinois

DISTRICT 8

System Map 33–Berry, Township 1 South, Range 6 East of the Third Principal Meridian, Wayne County, Illinois

System Map 43–North Orel and Sections 17 and 18 in Arrington. Also Sections 19 through 36 in South Orel, Township 2 South, Range 6 East of the Third Principal Meridian, Wayne County, Illinois

System Map 51–Pendleton, Township 3 South, Range 4 East of the Third Principal Meridian, Jefferson County, Illinois

System Map 52–Sections 2 through 18 in Four Mile, Sections 1, 12 and 13 in South Orel, Wayne County, Sections 19 through 36 in North Dahlgren, Hamilton County, Township 3 South, Range 5 East of the Third Principal Meridian, Wayne and Hamilton Counties, Illinois

System Map 53–Sections 1 through 18 in South Orel, Wayne County, Sections 19 through 36, Northwest Crouch, Hamilton County, Township 3 South, Range 6 East of the Third Principal Meridian, Wayne and Hamilton Counties, Illinois

System Map 63–Sections 3 through 10 and 17 and 18 in Crouch, the rest through Section 36, being in South Crouch, Township 4 South, Range 6 East of the Third Principal Meridian, Hamilton County, Illinois

System Map 64–Beaver Creek, Township 4 South, Range 7 East of the Third Principal Meridian, Hamilton County, Illinois

DISTRICT 9

System Map 21–Romine, Township 1 North, Range 4 East of the Third Principal Meridian, Marion County, Illinois

System Map 22–Orchard, Township 1 North, Range 5 East of the Third Principal Meridian, Wayne County, Illinois

System Map 31–Farrington, Township 1 South, Range 4 East of the Third Principal Meridian, Jefferson County, Illinois

System Map 32–Hickory Hill, Township 1 South, Range 5 East of the Third Principal Meridian, Wayne County, Illinois

System Map 41–Webber, Township 2 South, Range 4 East of the Third Principal Meridian, Jefferson County, Illinois

System Map 42–Sections 2 through 6 in Township 2 South, Range 5 East, Sections 1, 12 and 13 in Arrington, Sections 7 through 35 in Four Mile and Sections 24, 25 and 36 in Township 2 South, Range 5 East of the Third Principal Meridian, Wayne County, Illinois

Not less than one hundred twenty (120) days before any meeting of the members at which board members are to be elected, the board shall review the composition of the several districts and, if it should find gross inequalities in representation, which could be corrected by a redelineation of districts, the board shall redelineate the districts so that each shall contain as nearly possible the same number of members.

(b)   It shall be the duty of the board to appoint, not less than sixty (60) days nor more than one hundred twenty (120) days before the date of such meeting of the active members at which board members are to be elected, a committee on nominations consisting of three (3) active members from each district in which a board member’s term expires. A quorum shall be six (6). No officer or member of the board shall be appointed a member of such committee. The nominating committee shall prepare and the Secretary shall post a list of nominations for board members at the office of the Cooperative at least thirty (30) days before the meeting.

(c)   The Secretary shall be responsible for mailing with the notice of such meeting or separately, but at least ten (10) days before the date of such meeting, a statement of the number of board members to be elected and the names and addresses of the candidates nominated by the committee on nominations.

(d)   Any fifteen (15) or more active members acting together may make other nominations by petition. Those nominations by petition received at Cooperative headquarters not less than thirty (30) days prior to such meeting shall be posted at the same place where the list of nominations made by the committee is posted and said nominations shall appear in the official notice of such meeting and on the official ballot. Later nominations by petition shall be treated as nominations from the floor. The Chairman shall call for additional nominations from the floor and nominations shall not be closed until at least one (1) minute has passed during which no additional nomination has been made. No member may nominate more than one (1) candidate.

(e)   A candidate nominated for a district from the floor of such meeting may be voted for by writing in the name of such candidate beneath the name of the candidates of that particular district on the official ballot. Each member of the Cooperative present at such meeting shall be entitled to vote for one candidate from each district. The candidate from each district receiving the highest number of votes at such meeting shall be elected as a member of the board of directors.

SECTION 5. Removal of Board Member by Members. If a board member fails to attend six (6) consecutive regular meetings of the board, the board may declare the office of this board member vacant and fill the vacancy in accordance with the provisions of Section 6 of this Article. Any member may bring charges against a board member and, by filing with the Secretary such charges  in writing together with a petition signed by at least ten per centum (10%) of the members, or three hundred (300), whichever is the lesser, may request the removal of such board member by reason thereof. Such board member shall be informed in writing of the charges at least ten (10) days prior to the meeting of the members at which the charges are to be considered and shall have an opportunity at the meetings to be heard in person or by counsel and to present evidence in respect of the charges; and the person or persons bringing the charges against him shall have the same opportunity. The question of the removal of such board member shall be considered and voted upon at the meeting of the members and any vacancy created by such removal may be filled by vote of the members of such meeting without compliance with the foregoing provisions with respect to nominations.

SECTION 6. 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, a vacancy occurring on the board shall be filled by the affirmative vote of a majority of the remaining board members. A board member elected or appointed, as the case may be, to fill a vacancy shall be elected or appointed for the unexpired term of his/her predecessor in office.

SECTION 7. Compensation. Board members shall not receive any salary for their services as such, except that members of the board 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. Close relative is defined as father, mother, daughter, son, wife, husband, brother or sister.

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 as designated by the board. Such regular monthly meeting may be held without notice other than such resolution fixing the time and place thereof. However, the Chairman may change the date, time or place of a regular monthly meeting for a good cause on not less than three (3) days notice thereof to all board members if the board shall establish a policy permitting the Chairman to make such a change.

SECTION 2. Special Meetings. Special meetings of the board may be called by the Chairman 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 Chairman 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 Chairman 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 (5) 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 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 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/her 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 3. Removal of Officers and Agents by the Board. Any officer or agent elected or appointed by the board may be removed by the board whenever in its judgment the best interests of the Cooperative will be served thereby.

SECTION 4. Chairman. The Chairman shall:

(a) Be the chief executive officer (CEO) of the Cooperative, perform all statutory duties expressly delegated to the office of President under the Illinois General Not For Profit Act, and preside at all meetings of the members and the board, unless such duties shall be otherwise delegated by the members or the board to some other officer or agent of the Cooperative;

(b) Sign, with the Secretary, certificates of membership, 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 absence 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 those 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 of 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 names and post office addresses of all members;

(e) Signing, with the Chairman, certificates of membership;

(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/her 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 receipt 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 bank or banks as shall be selected 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 shall appoint a President who may be, but 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/her.