Bylaws

Section 4.01. General Powers
The business and affairs of the Association shall be managed by a Board of Directors consisting of nine (9) directors, an equal number from each of these counties: Hancock, Harrison and Pearl River, which shall exercise all of the powers of the Association except such as are by law, or by the
Certificate of Consolidation of the Association, or by these bylaws, conferred upon or reserved to the members.

Section 4.02. Districts
(a) Each county shall be divided into three (3) districts for the election of members of the Board of Directors. The members shall elect from among the members of the Association one member to the Board of Directors from each of the three (3) districts of the three (3) counties. The boundaries of each district are as follows, but excluding there from such areas as are outside of the certifi cated area of the Association as established by the Mississippi Public Service Commission.
(1). HANCOCK COUNTY
(i) DISTRICT #1 - That area in Hancock County lying south of a line described as follows:
Beginning at the point of intersection of the east bank of East Pearl River with the north line of T9S, R16W; thence east along the north
line of said T9S to its intersection with U.S. Highway 90; thence east along the center line of said U.S. Highway 90 to its intersection with
the east line of Hancock County, Mississippi.
(ii). DISTRICT #2 - All of that area in Hancock County lying north of District #3 of Hancock County as described below.
(iii). DISTRICT #3 - That area in Hancock County lying north of District #l of Hancock County and south of a line described as follows:
Beginning at the point of intersection of the east bank of East Pearl River with the north line of S 35, T7S, R17W; thence east in a straight line to the Hancock-Harrison County line, which point is the northeast corner of S 36, T7S, R14 W.
(2). HARRISON COUNTY
(i). DISTRICT #1 - That area in Harrison County lying east and north of a line described as follows:
Beginning at the northeast corner of S 28, T4S, R11W, Harrison County; thence south in a straight line to the southeast corner of S 4, T7S, R11W; thence east in a straight line to the east line of Harrison County, which is the southeast corner of S 4, T7S, R9W. (ii).
DISTRICT #2 - That area in Harrison County lying west of a line described as follows:
Beginning at the point of intersection of the east line of S 22, T8S, R12W, Harrison County with the Mississippi Sound; thence north to the northeast corner of S 10, T7S, R12W; thence east, to the southeast corner of S 4, T7S, R11W; thence north in a straight line to the north line of Harrison County, which point is the northeast corner
of S 28, T4S, R11W.
(iii). DISTRICT #3 - That area in Harrison County lying east and south of a line described as follows:
Beginning at the point of intersection of the east line of S 22, T8S, R12W, Harrison County, with the Mississippi Sound; thence north to
the northeast corner of S 10, T7S, R12W; thence east to the east line of Harrison County, which is the southeast corner of S 4, T7S, R9W.
(3). PEARL RIVER COUNTY
(i). DISTRICT #1 - That area in Pearl River County lying south and west of a line described as follows: Beginning at the southeast corner of S 21, T6S, R16W thence north to the northeast corner of S 33, T5S, R16W; thence west in a straight line to the east bank of the East Pearl River.
(ii). DISTRICT #2 - That area in Pearl River County lying north of District #1 of Pearl River County and west of a line described as follows:
Beginning at the northeast corner of S 33, T5S, R16W; thence north in a straight line to the north line of Pearl River County, which point
is the northeast corner of S 4, T1S, R16W.
(iii). DISTRICT #3 - All of that area in Pearl River County lying east of a line described as follows:
Beginning at the southeast corner of S 21, T6S, R16W; thence north in a straight line to the north line of Pearl River County, which point is the northeast corner of S 4, T1S, R16W.

(b) The persons named as directors in the Certifi cate of Consolidation of the Association shall compose the Board of Directors until the first annual meeting,
or until their successors shall have been duly elected and shall have qualified. Each board member shall represent, and be a bona fide resident of; one of the
nine districts described in Section 4.02 of this Article IV, and shall be elected in conformance with procedures as hereinafter described except that the term of office for each will be as follows:
(1). The board members representing Districts 1 of Hancock, Harrison and Pearl River Counties, Mississippi shall be subject to election for a three-year term at the annual meeting to be held in the year 1973 or until their successors shall have been duly elected and shall have qualified.
(2). The board members representing Districts 2 of Hancock, Harrison and Pearl River Counties, Mississippi shall be subject to election for a three-year term at the annual meeting to be held in the year 1974 or until their successors shall have been duly elected and shall have qualified.
(3). The board members representing Districts 3 of Hancock, Harrison and Pearl River Counties, Mississippi, shall be subject to election for a three-year term at the annual meeting to be held in the year 1975 or until their successors shall have been duly elected and shall have qualified.
(4). Beginning with the Annual meeting to be held in the year 1976, and at each such meeting thereafter, three board members shall be elected for a three-year term to fill vacancies caused by expiration of the incumbents’ terms of office. The required number of directors shall be elected at each annual meeting of the members, but such directors so elected shall take offi ce at the regular January meeting of the Board of Directors of the year next following their election.

Section 4.03. Tenure & Qualifications
(a) At each annual meeting of the members, one-third (1/3) of the total number of directors shall be elected by ballot, by and from the members, to serve for a term of three (3) years as provided by law. If the election of directors shall not be held at the annual meeting, or if such annual meeting is not held, each director shall hold office until their successors shall have been elected and qualified.
(b) At any meeting, ballots shall not be necessary in the event the number of persons nominated for directors does not exceed the number of directors
to be elected, but in such case, if there be no objection, the directors may be elected in other proper manner. Drawing by lot shall resolve, where
necessary, any tie votes. If an election of directors shall not be held on the day designated for the annual meeting, a special meeting of the members
may be held for the purpose of electing directors within a reasonable time there after.
(c) No person or non-natural person as described in subsection (e) of this Section shall be eligible to become or remain a director or to hold any
position of trust in the Association who is not an active member in good standing of the Association, has not been a bona fi de resident of the district
from which they are to be elected for one (1) year immediately preceding their nomination to director-ship, or who is in any way employed by or
fi nancially interested in a competing enterprise.
(d) No person shall be eligible to become or remain a director who has been finally convicted of a felony or misdemeanor involving moral turpitude.
(e) In order to be eligible to become or remain a director of the Association, a person must be a member of the Association and receiving service there
from at his primary residential abode, and not be a close relative as defined in Section 4.08 of an incumbent director, or the director being replaced.
However, the operating or chief executive of any member which is not a natural person, such as a corporation, church, etc., or its designees, shall,
notwithstanding that they do not receive service from the Association at their primary residential abode, be eligible to become a director, from
the Directorate District in which such member is located, if they or such designee:
(1) Is in substantial permanent occupancy, direction or use of the premises served by the Association, and
(2) Is a permanent and year-round resident within or in close proximity to an area served by the Association; but provided further, that no
more than one (1) such person may serve on the Board of Directors at the same time. When a membership is held jointly by husband and wife, either one but not both, may be elected a director; provided, however, that neither one shall be eligible to become or remain a director nor to hold a position of trust in
the Association unless both shall meet the qualifi cations hereinabove set forth. No person shall take or hold offi ce as director who is the incumbent of or a candidate for any elective county, beat, district, school district, municipal or state public offi ce for which a salary is paid.
(f) No person shall be eligible to become or remain a director of, or to hold any other position of trust in the Association who is not at least twenty-one
(21) years of age.
(g) 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 chair presiding at the meeting at which such nominee would be otherwise voted upon to disqualify such nominee. Upon the establishment of the fact that any person being considered for, or already holding a directorship or other position of trust in the Association lacks eligibility under this Section, it shall be the duty of the Board of Directors to withhold such positions from such person, or to cause them to be removed there from, as the case may be.
(h) 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, 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 intent adverse to that of the Association.

Section 4.04. Committee on Nominations, Credentials, and Elections
(a) Committee on Nominations - It shall be the duty of the Board to appoint, no less than 40 days nor more than 90 days before the date of the meeting
of the members at which directors are to be elected, a committee on nominations consisting of not less than five (5) nor more than eleven (11) members
who shall be selected from different sections so as to insure equitable geographic representation. No existing Association employees, agents, officers, directors or known candidates for director, or close relatives (as hereinafter defi ned) or members of the same household of existing Association employees, agents, offi cers, directors or known candidates for director may serve on such committees. The committee shall receive and consider any suggestion as to nominees submitted by members of the Association. The committee shall meet at a time and place set by the Board of Directors. The committee shall prepare and post at the principal office of the Association at least 30 days before the meeting a list of nominations for board members. The Secretary must mail with the notice of the meeting or separately 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. Any 25 members acting together may make other nominations by petition and the Secretary shall post such nominations at the same place where the list of nominations by the committee is posted provided same is fi led with and approved by the Committee on Nominations at least 40 days prior to the Annual Meeting. Any petition for nomination shall be submitted on a form designated and provided by the Association. Each member signing such petition shall place thereon the date of signing, address, account number and service location of the member. Nominations made by petition, if any, received at least 10 days before the meeting shall be included on the offi cial ballot, if fi led and approved by the Committee on Nominations. No nomination by petition will be accepted by the Committee on Nominations which are not fi led with such committee at least 24 hours prior to the meeting date and time, and if such a petition is fi led in a timely manner, such person shall be a write-in candidate.
(b) The Committee on Nominations may also serve as a Credentials and Election Committee or the Board may appoint a separate committee, utilizing the same procedure as the Committee on Nominations. In the event of the failure of the Board to appoint said Credentials and Election Committee, the Chairman or Chair of the meeting pursuant to Section 6.05(a) shall appoint said committee during the forepart of the members meeting. It shall be the responsibility of the committee to pass upon all questions that may arise with respect to the registration and qualifi cations of members in person or by proxy, the regularity of all Petitions for Nominations of Directors, the qualifi cations of all nominees for directors, to count all ballots cast in any election or other ballot vote taken, and to rule upon the effect of any ballots irregularly marked. In the exercise of its responsibility, the Committee shall have available to it the advice of counsel provided by the Association. In the event a protest or objection is fi led concerning any election, such protest or objection must be fi led
during, or within three (3) business days following the adjournment of the meeting in which the voting is conducted. The Credentials and Election Committee shall thereupon be reconvened, upon notice from its chairman, not less than seven (7) days after such protest or objection is filed. The Committee shall hear such evidence as is presented by the protestor(s) or objector(s), who may be heard in person, by counsel, or both, and any opposing evidence; and the Credentials and Election Committee, by a vote of a majority of those present and voting, shall within a reasonable time, but not later than thirty (30) days after such hearing, render its decision, the result of which may be to affi rm the election, to change the outcome thereof, or to set it aside. The Credentials and Election Committee’s decision as refl ected by a majority of those actually present and voting on all matters covered by this Section shall be final.
(c) In the event of any meeting of the members at which directors shall not be elected, the Board of Directors shall nevertheless appoint a Credentials
Committee to be appointed in the same manner as provided herein for the Committee on Nominations with full authority to fi nally pass upon all applicable matters herein provided as well as any other matters or questions which may be referred to it by the Chair of the meeting of the Board of Directors. The Chairman of the Board, or the Chairman’s designee, shall preside at and conduct all meetings of the Members with full authority to refer any questions to the aforesaid Committee for decisions deemed appropriate by the Chairman’s designee.
(d) Notwithstanding anything in this Section contained, failure to comply with any of the provisions of the Section shall not affect in any manner whatsoever the validity of any election of directors.

Section 4.05. Removal of Directors and Officers
Any member for just cause may bring charges against an officer or director by filing them with the Secretary, together with a petition signed by ten percent (10%) of the members, requesting the removal of the officer or director in question. “Just cause” includes but is not limited to: official misconduct, gross negligence and/or final convictions of a felony or misdemeanor involving moral turpitude while in the performance of official duties. The removal shall be voted at the next regular or special meeting of the members, and any vacancy created by such removal may be filled by the members at such a meeting.
The director or officer against whom such charges have been brought shall be informed in writing of the charges prior to the meeting and shall have an opportunity at the meeting to be heard in person or by counsel and to present evidence; and the person or persons bringing the charges shall have the same opportunity.

Section 4.06. Vacancies
Subject to the provisions of these bylaws with respect to the removal of directors, vacancies occurring in the Board of Directors shall be filled by a person meeting the qualifications of Section 4.03, and elected by a majority vote of the remaining directors, and the directors thus elected shall serve the unexpired terms of the directors so replaced and until their successors shall have been elected and shall have qualified. The office of a director is subject to being declared vacant and subject to being fi lled pursuant to this Section if: (1) the director shall have failed to attend as many as three consecutive meetings of the board, whether special or regular, and at least two-thirds of the remaining directors in offi ce do not determine, in their sole judgment, that such failure did occur for justifiable cause and will not recur; or (2) the director, as determined in their sole judgment by at least two-thirds of the remaining directors in office, has become incapable of performing the duties of a director and such incapability is not likely to cease within a reasonable time; or, (3) said director is no longer a bona fide resident of the District said director was elected to represent, and the board fi nds such change of residence is permanent.
Section 4.07. Compensation, Reimbursement, Employment of Relatives.
(a) Directors shall be entitled to compensation for time spent and to reimbursement for expenses incurred by them in the performance of their duties. Compensation of directors shall be in such amounts as may be authorized by the board of directors from time to time. Reimbursement to directors for expenses incurred while performing duties as such may be made either (1) by payment of the actual amount of such expenses upon presentation of an itemized account thereof, or (2) by the payment of such fi xed sum for each occasion involving the performance of duties for the Association as may be authorized and deemed reasonable by the Board of Directors.
(b) No close relative of any director shall receive compensation for serving the Association unless the relative
(1) Has been in the regular employ of the Association preceding the time the director to whom they are related became a director; or
(2) Performs services certifi ed by the Board as an emergency measure, or
(3) Receives compensation by authorization of the membership.

Section 4.08. “Close Relative” Defi ned
As used in these bylaws, “close relative” means a person who by blood or in-law, including step and adoptive kin, is a spouse, child, grandchild, parent, grandparent, brother, sister, aunt, uncle, nephew or niece of the principal.

Section 4.09. Rules and Regulations
The Board of Directors shall have the power to make and adopt such rules and regulations, not inconsistent with law, the Certifi cate of Consolidation of the Association, or these bylaws, as it may deem advisable for the management, administration and regulation of the business and affairs of the Association.

Section 4.10. Accounting System and Reports
The Association’s accounting system shall be of the type and form as may from time to time be designated by the Administrator of the Rural Electrification Administration of the United States of America, and subject to all applicable laws, rules and regulations of any lawful regulatory body. A complete audit of the accounts, books, and financial condition of the Association shall be made as of and as soon as practical after the end of each fiscal year. A report based on such audit shall be submitted to the members at the following annual meeting. If deemed practical by the management of the Association, a summary
of the financial status of the Association may be published annually, and such summary will be furnished to any member of the Association, but only upon written request made therefore.

Section 4.11. Indemnification and Liability Insurance
(a) On the terms and conditions hereinafter stated, the Association or its insurer shall indemnify any director, officer, or employee of the Association, including any former director, officer, or employee of the Association, who is or was a party to, or is threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by virtue of their position within the Association, for expenses, claims liabilities, costs, judgments, fines, including attorney’s fees reasonably incurred or imposed upon such person in connection with such actual or threatened suit, action, or proceeding if:
(1) The action complained of was undertaken in good faith; and
(2) It was in good faith believed that:
(i) Actions taken in any offi cial capacity of the Association were in its best interests:
(ii) Conduct in any other capacity was at least not opposed to the Association’s best interests; and
(iii) In the case of any criminal proceeding, there was no reasonable cause to believe the conduct was unlawful.
The termination of a proceeding by judgment, order, settlement or conviction is not, of itself, determinative as to whether the requisite standard of conduct has been met.
(b) The purpose of this provision is to remove any fi nancial risk in connection with the good faith service of a director, officer or manager and his staff,
and to this end the Association may secure and maintain adequate liability insurance governing such indemnification, expenses and attorney’s fees to
the extent that it is reasonably available as determined by the Board and other provisions to the contrary notwithstanding, such indemnification as
herein provided shall be provided at least to the extent of any applicable insurance coverage, and as determined by the Board of Directors.
(c) The Association may pay for or reimburse the reasonable expenses incurred by a director, officer or manager who is a party to a proceeding in
advance of fi nal disposition of the proceeding if:
(1) The individual furnishes the Association a written statement of their good faith belief that they have met the standard of conduct described in Section 4.11 (a) above;
(2) The written statement refl ects an agreement by the individual to repay the advance if it is ultimately determined that they did not meet the standard of conduct; and
(3) A determination is made that the facts then known to those making the determination would not preclude indemnification. The undertaking required by Section 4.11 (c) above shall be an unlimited general obligation of the director, officer, or manager but need not be secured and may be accepted without reference to financial ability to make repayments.
(d) There shall be no indemnification of any director, officer or manager or his staff of the Association if the Board affirmatively finds that they did
not meet the standard of conduct outlined in Section 4.11 (a) above. In making such a determination, the Board must affirmatively state that sufficient facts exist to support a finding of non-compliance with the above described standard of conduct. Such an affirmative statement must be made by a majority of board members who are not the object of the action, suit, proceeding or investigation. Should the entire Board be made the object of such action, suit, proceeding or investigation, then there shall be appointed by the Board of Directors of the Association an independent committee made up of 5 to 9 members whose sole purpose shall be to make such a determination on the issue of indemnification.
(e) There shall be no indemnifi cation of any director, officer, or manager or his staff wherein the individual is judged by the Board of Directors to be guilty of misconduct, gross negligence, or illegal act or acts in the performance of his or her duties.
(f) The provisions of this Section shall be inapplicable to any action brought by the Association against any offi cer or director otherwise indemnified hereunder or in connection with any other proceeding charging improper personal benefi t to the one so charged, whether or not involving action in an official capacity, in which they are judged liable on the basis that personal benefi t was improperly received.
(g) The provision of this Section shall be applicable to actions or proceedings commenced after the adoption hereof, whether arising from acts or omissions occurring before or after the adoption hereof and to any such officers or directors who should hereinafter cease to be officers and directors, and shall inure to the benefit of their heirs and legal representatives.