ARTICLE III DIRECTORS

SECTION 1. General Powers.

The business and affairs of this Association shall be managed by the Board of Directors.

SECTION 2. Number, Qualifications, Tenure and Election.

The number of directors of this Association shall be twelve (12). The Association shall be divided into four (4) director districts as determined by the Board of Directors with three (3) directors elected from each district.

Representation on the Board of Directors shall be apportioned equally among the districts in proportion to the number of members residing in each district. The 4 number of members in any one district may not vary by more than ten percent (10%) from the average number of members for the districts. At least once every ten (10) years the Board of Directors shall conduct a survey to determine whether the number of members in a district has changed. If the number of members in a district has changed by fifteen percent (15%) or more, the districts shall be changed so that representation on the Board of Directors continues to be apportioned equally throughout the districts in proportion to the membership.

The Association will not discriminate against any director nominee based on age, disability, race, color, religion, sex, or national origin. No member shall be eligible to become or remain a director (a) who is employed by a competing energy business; (b) who within eighteen (18) months prior to the date of the annual meeting has been an employee of the Association or its subsidiary companies; (c) who has been finally adjudged guilty of a felony within the previous five (5) years; or (d) who is not an individual member of the Association, receiving service at the member’s primary residence in the district from which the director is elected. When a membership is held jointly, either member, but not both, may be elected a director. The nominee in each district receiving the highest number of votes cast shall be elected. In the case of a tie vote, the election shall be decided by the flip of a coin.

The term of office for a director shall be three (3) years and staggered so that four directors are elected each year. At each regular members meeting or election date, an election shall be held from the district where the terms of directors have expired.

SECTION 3. Nominations.

It shall be the duty of the Board of Directors to appoint, at least forty-five (45) days before the date of a regular members meeting or election date at which directors are to be elected, a Committee on Nominations consisting of two (2) members from each director district. The actions of the Committee on Nominations shall be valid as long as at least five (5) members are present for its meeting or meetings. No officer or member of the Board of Directors shall be appointed a member of such committee.

A member who desires to be a candidate for the Board of Directors must submit an application for director and comply with such other requirements as may be established by the Board of Directors. A member who fails to submit an application for director by the deadline established by the Board of Directors shall not be considered as a candidate for director. The Association will provide members with adequate notice of these requirements in its monthly publication and through such other means as the Board of Directors deems appropriate.

The Committee on Nominations shall post on the Association’s website at least forty (40) days before the regular members’ meeting or election date a list of nominations for directors. A member who has submitted an application for director and has also participated in the nominating process as established by the Committee on Nominations, but was not nominated by the Committee on Nominations, may become a candidate for director by submitting to the Association a petition signed by ten (10) members within ten (10) days after the Committee on Nominations posts its list of nominees on the Association’s website. The members who sign the petition must reside at different addresses. The Secretary shall include any additional nominations on the ballot. The Association shall also publish the list 5 of nominees in the monthly newsletter or periodical.

The Secretary shall mail with the notice of the regular members meeting or election date a statement of the number of directors to be elected. The Secretary shall also inform the members of the manner in which they may vote by mail for directors. The members may, at any meeting at which a director or directors shall be removed as hereinbefore provided, elect a successor or successors thereto without compliance with the foregoing provisions with respect to nominations. Notwithstanding anything contained in this section, failure to comply with any of the provisions of this section shall not affect in any manner whatsoever the validity of any election of directors.

SECTION 4. Voting by Mail for Directors.

The members shall be entitled to vote by mail for directors as provided in this section. The Secretary shall mail to each member with the notice of the regular members meeting or election date, a ballot for directors in a form prescribed by the Board of Directors. A member may vote by mail for directors by marking the ballot for the candidate of the member’s choice. The member shall return the ballot by mail to the Association, or to a place designated by the Association, in a sealed, plain envelope. Ballots and instructions for marking them, ballot envelopes, and return envelopes shall be sent by first class mail to addresses recorded as the mailing address for billing of any eligible member. The ballot envelope and return envelope shall be marked “Official Ballot,” and shall contain sufficient postage to assure proper return delivery. The member shall not assign the member’s voting privileges to anyone other than the spouse of the member. An improperly assigned vote is not to be counted. If the ballot of the member is received by the Association on or before the date of the regular members’ meeting or election date, the ballot shall be accepted and counted as the vote of the absent member.

A member who claims that a ballot was not received by such member, or that the ballot received by such member was thereafter lost, damaged or destroyed, shall be entitled to one replacement ballot. At least fifty (50) days before the election date, each nominee shall be entitled to inspect and copy at the offices of Dakota Electric Association the names and addresses of as many of the members of the Dakota Electric Association as the nominee requests. All elections for the Board of Directors shall be under the supervision and review of a qualified firm selected by the Board of Directors. No employee or individual director of Dakota Electric Association shall participate in any aspect of the administration of the election process except as a candidate or to cast a vote as a member, or as set forth in Article III, Section 3 of these Bylaws.

SECTION 5. Vacancies

(a) If the office of any director becomes vacant, the remaining directors may appoint a successor. A director appointed to fill a vacancy shall hold office until the next regular members meeting or election date or until a successor shall have been elected and qualified.

(b) In the event that a director becomes totally incapacitated by a health condition, impairment, accident, death or other condition, the remaining directors may declare that a vacancy exists and appoint a director who shall serve until the next regular members meeting or election date or until a 6 successor has been elected and qualified. In order to make a determination that a director has become totally incapacitated, the directors shall convene a Special Meeting to consider and evaluate: 1) whether the director is indeed incapacitated; 2) whether to remove that director as a result of his/her death or incapacity; and 3) whether to replace that director as a result of his/her death or incapacity. In evaluating whether a director is totally incapacitated, the Board may consider, for example, whether the director has not been present at three (3) consecutive board meetings because of health or illness, and is not expected to recover or be able to return to board service.

(c) If a director is absent without good reason from three regular board meetings within any one year period, the remaining directors may declare that a vacancy exists and appoint a director who shall serve until the next regular members meeting or election date or until a successor has been elected and qualified.

(d) After the Board of Directors determines that a director or a nominee for director lacks eligibility under the provisions of these Bylaws, it shall be the duty of the board to promptly make a disqualification. After the Board of Directors determines that any person being considered for or already holding a directorship lacks eligibility, it shall be the duty of the board to with hold the position from such person or to cause a director to be removed therefrom, as the case may be.