Article I

   Section 1. The name of this Association shall be the Red Lake Electric Cooperative, Inc.

   Section 2. The conduct of the business of this Association shall be upon the Cooperative plan and the purposes for which it is formed are to sell, pro­vide, deliver, furnish or distribute electric energy and other services to its members and patrons and to engage in any other lawful business. This Association shall be authorized to exercise and enjoy all of the powers, rights and privileges grant­ed to or conferred upon associations of the charac­ter of this Association by the laws of the State of Minnesota now or hereafter in force.

   Section 3. The registered office and principal place of business of the Association is at 412 International Drive SW, Red Lake Falls, MN 56750.

Article II

   The period of duration of this Association shall be perpetual.

Article III

   Section 1. The amount of the authorized capital stock of the Association shall be Two Hundred Fifty Thousand Dollars ($250,000.00). The value of stock shall be $5.00 if purchased before April 1, 1981, and $50.00 if purchased after April 1, 1981. The shares of the authorized capital stock may be issued from time to time, and shall be paid for at such time or times and in such manner as the board of directors of the Association shall determine, pro­vided, however, that no share shall be issued for less than the value set in the Association bylaws, nor unless the same has been paid for in full in cash or its equivalent and such payment has been deposited with the Association.

   Section 2. Individual stockholders shall have only one vote in the affairs of this Association and the share of stock of this Association shall not be transferable except with the approval and consent of the board of directors of this Association.

   Section 3. No interest or dividends shall be paid upon  any of the capital  stock issued  by this Association.

   Section 4. The net income of the Cooperative, except for amounts set aside as capital reserves or additional reserves, shall be distributed on the basis of patronage as provided in the bylaws. The records of this Cooperative may show the interest of patrons and members in the reserves.

Article IV

   To the fullest extent permitted by laws governing cooperative associations, as the same exists or may hereafter be amended, a director of the Association shall not be personally liable to the Association or its members for monetary damages for breach of fiduciary duty as a director.

Article V

   The Association reserves the right to amend, change, or repeal any provision contained in these articles of incorporation in the manner now or here­after prescribed by law.

BYLAWS
Red Lake Electric Cooperative, Inc.

ARTICLE I, MEMBERS

   Section 1. REQUIREMENTS FOR MEMBER­SHIP. Any person or entity shall become a member of Red Lake Electric Cooperative (hereinafter called the "Cooperative"), by purchasing electric distribution service furnished by the Cooperative. Any person or entity may, at the discretion of the Board of Directors, become a member of the Cooperative by agreeing to purchase other prod­ucts or services from the Cooperative. Members shall comply with the Articles of Incorporation, these Bylaws, and such rules and regulations as may be adopted by the Board of Directors.
   A husband and wife may jointly become a mem­ber and their application for a joint membership may be accepted in accordance with the foregoing provisions of this section provided the husband and wife comply jointly with the provisions of the above subdivisions.

   Section 2. MEMBERSHIP STOCK. The value of a share of no par value stock (hereinafter called the "membership stock") shall be $5.00 if purchased before April 1, 1981, and $50.00 if purchased after April 1, 1981.

   Section 3. PURCHASE OF ELECTRIC ENER­GY SERVICES. Each member shall purchase from the Cooperative electric energy and, or, energy related services, used on the premises specified in his application for membership, and shall pay therefore monthly at rates which shall from time to time be fixed by the board of directors, provided, however, that the board of directors may limit the amount of electric energy or distribution capacity which the Cooperative shall be required to furnish to any one member. Production or use of electric energy on such premises, regardless of the source thereof, by means of facilities which shall be inter­connected with Cooperative facilities shall be sub­ject to appropriate regulations as shall be fixed from time to time by the Cooperative. It is expressly understood that amounts paid for electric energy or distribution services in excess of the cost of service are furnished by members as capital and each member shall be credited with the capital so fur­nished as provided in these bylaws.

   Section 4. WITHDRAWAL OF MEMBERSHIP. Any member may withdraw from membership upon payment in full of all liabilities of such member to the Cooperative and upon compliance with such terms and conditions as the board of directors may prescribe.

   Section 5. TRANSFER OF MEMBERSHIP STOCK AND TERMINATION OF MEMBERSHIP.
   (a) Membership in the Cooperative and the stock certificate representing the same shall be transfer­able only with the approval and consent of the board of directors except as hereinafter otherwise provided. The Cooperative shall have the first right and privilege of purchasing the stock offered for sale by any member. Any stock so acquired by the board of directors for the Cooperative may be held as a treasury certificate or may be retired and can­celed as may be determined by the board of direc­tors. Upon the death, cessation of existence, expul­sion or withdrawal of a member, the membership of such member shall thereupon terminate, and the stock certificate of such member shall be surren­dered forthwith to the Cooperative. Termination of membership in any manner shall not release the member from the debts or liabilities of such mem­ber to the Cooperative, (b) A membership may be transferred by a member to himself or herself and his or her spouse, as the case may be, jointly upon the written request of such manner and compliance by such husband and wife jointly with the provisions of subdivisions (b) and (c) of Section 1 of this Article. Such transfer shall be made and recorded on the books of the Cooperative and such joint membership notes on the original stock certificate representing the membership to transferred, (c) When a membership stock is held jointly by a hus­band and wife, upon the death of either such mem­bership stock shall be deemed to be held solely by the survivor with the same effect as though such membership stock has been originally issued sole­ly to him, or her as the case may be, and the joint membership stock may be surrendered by the sur­vivor and upon the recording of such death on the books of the Cooperative the stock certificate may be reissued to and in the name of such survivor, provided, however, that the estate of the deceased shall not be released from any membership debts or liabilities to the Cooperative.

   Section 6. REMOVAL OF DIRECTORS AND OFFICERS. The members shall have the power to remove any director or officer for cause, but a direc­tor may be removed for cause only by vote of the members of the district from which he was elected. Any member may bring charges against an officer or director by filing them in writing with the secre­tary, together with a petition signed by ten per cen­tum (10%) of the members, requesting the removal of the officer or director in question. The removal shall be voted upon at the next regular or special meeting of the members and vacancy created by such removal may be filled by the members at such meetings provided, however, that the director so chosen must reside in the same district as the director in respect of whom the vacancy occurs, and only the members of the district in which such vacancy in the office of director occurs shall be enti­tled to vote. The director or officer against whom such charges have been brought shall be informed in writing no less than fifteen (15) days prior to the meeting of the charges previous 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 against him shall have the same opportu­nity.

   Section 7. MEMBER SPOUSE'S RIGHTS. Whenever a vote of the members is required or pro­vided for on any matter, the spouse of a member may vote on behalf of the member unless the mem­ber has indicated otherwise in writing to the Cooperative. Eligible voting spouses of members may be counted toward establishment of quorums at all meetings of the members. Non-member spouses of members are not eligible to hold the office of director.

ARTICLE II, MEETING OF MEMBERS

   Section 1. ANNUAL MEETING. The annual meeting of the members shall be held between March 25 and April 7 of each year at any place con­veniently located within the area served by it as may be designated in the notice of the meeting, for the purpose of electing directors, passing upon reports covering the previous fiscal year and trans­acting other business as may come before the meeting. Failure to hold the annual meeting at the designated time shall not work a forfeiture or disso­lution of the Cooperative.

   Section 2. NOTICE OF ANNUAL MEETING. Notice of the annual meeting shall be given by the secretary by publication in legal newspaper or newspapers published or circulated in the counties where the Cooperative operates at least two (2) weeks to the date of such meeting, or by mailing notice thereof to each and every member personal­ly not less than fifteen (15) days previous to the date of such meeting.

   Section 3. SPECIAL MEETING. Special meet­ings of the members may be called by a majority of the directors, or upon a written petition signed by at least twenty per centum (20%) of all the members. Special meetings of the members may be held at any place within the counties of the state of Minnesota served by the Cooperative; such place of meeting to be specified in the notice of the spe­cial meeting.

   Section 4. NOTICE OF SPECIAL MEETING. It shall be the duty of the President to cause the Secretary to give notice of the time, place and pur­pose of special meeting, either by publication in a legal newspaper or newspapers published or circu­lated in the counties where the Cooperative oper­ates at least two (2) weeks previous to the date of such meeting or by mailing notice thereof to each and every member not less than fifteen (15) days previous to the date of such meeting. Such notice shall be issued within ten (10) days from and after the date of the presentation of the written petition mentioned in Section 3 of this Article II, and such special meeting shall be held within thirty (30) days from and after the date of the presentation of such petition. 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 annual or spe­cial meeting.

   Section 5. QUORUM. Not less than fifty (50) members, present in person, shall constitute a quo­rum for the transaction of business at all annual and special meetings of the members. If an insufficient number of members is present to constitute a quo­rum, a majority of the members present may recess the meeting from time to time without further notice.

   Section 6. ESTABLISHMENT OF A QUORUM. The attendance of a sufficient number of members to constitute a quorum at any meeting of the mem­bers shall be established by a registration of the members present at such meeting, which registra­tion shall be verified by the president and secretary and shall be reported in the minutes of such meet­ing.

   Section 7. VOTING. Each member shall be enti­tled to one (1) vote and no more upon each matter submitted to a vote at a meeting of the members. At all meetings of the members at which a quorum is present all questions shall be decided by a vote of the majority of the members voting thereon at such meeting in person or by mail, except as otherwise provided by law, the articles of incorporation of the Cooperative or these bylaws. No member shall be entitled to vote by proxy; except that the spouse of the member may vote on behalf of the member unless the member has indicated otherwise in writ­ing to the Cooperative.

   Section 8. VOTING BY MAIL ON MOTIONS, RESOLUTIONS, AND AMENDMENTS. Any mem­ber who is absent from any annual or special meet­ing of the members may vote by mail on the ballot herein prescribed upon any motion, resolution or amendment to be acted upon at such meeting. The ballot shall be in the form prescribed by the board of directors of the Cooperative and shall contain the exact text of the proposed motion, resolution or amendment to be acted upon at such meeting and the date of the meeting; and shall also contain spaces opposite the text of such motion, resolution or amendment in which such member may indicate his affirmative or negative vote therein. Such mem­ber shall express their choice making an "X" in the appropriate space upon such ballot. Such ballot shall be mailed or delivered to the Cooperative in a plain, sealed envelope inside another envelope which bears the member's name. A properly exe­cuted ballot shall be accepted and counted at the meeting as the vote of the absent member at the meeting. The failure of any such absent member to receive a copy of any such motion or resolution or ballot shall not invalidate any action which may be taken by the members at any such meeting.

   Section 9. VOTING DISTRICTS. The territory served or to be served by the Cooperative shall be divided into nine (9) districts, each of which shall contain as nearly as possible the same number of members. Each district shall be represented by one (1) director. The nine (9) districts shall be as fol­lows:
   District No. 1 shall consist of the townships of Belgium, Parnell, Crookston, Gentilly, Fairfax, Kertsonville, Tilden, Grove Park, Russia and Onstad in Polk County; and Lake Pleasant Township in Red Lake County.
   District No. 2 shall consist of the townships of Huntly, Como, Spruce Valley, Cedar, Whiteford, Holt, East Valley, Mud Lake, Eckvold, Excell, Adger, Grand Plain, Moylan and Espelie in Marshall County.
   District No. 3 shall consist of the townships of West Valley, New Maine, Foldahl, Marsh Grove, New Folden, Viking and New Solum in Marshall County.
   District No. 4 shall consist of the townships of Games, Equality, Lambert and Poplar River in Red Lake County, Badger, Lessor, Hill River, Chester and Johnson in Polk County; and Hickory in Pennington County.
   District No. 5 shall consist of the townships of North, Silverton, Cloverleaf and Smiley in Pennington County.
   District No. 6 shall consist of the townships of Wylie, Brown's Creek, River, Louisville, Red Lake Falls, Gervais, Emardville and Terrebonne in Red Lake County.
   District No. 7 shall consist of the townships of Wyandotte, Mayfield, Kratka, Deer Park, Highlanding, Star, Goodridge and Reiner in Pennington County; and the area served by the Red Lake Electric Cooperative on the lands of the Red Lake Band of Chippewa.
   District No. 8 shall consist of Rocksbury Township in Pennington County.
   District No. 9 shall consist of all the townships of Numedal, Norden, Bray, Sanders, Polk Centre, Black River and River Falls in Pennington County.
   **(Members located in municipalities are mem­bers of the district designated by the surrounding township.)

   Section 10. NOMINATION AND ELECTION OF DIRECTORS.
   (a) Nomination at District Meetings. Not less than forty days nor more than sixty days before any meeting at which directors are to be elected, the board of directors shall call a separate meeting of the members of each district from which directors are to be elected, at a suitable place in such district for the purpose of selecting a candidate for director to represent the members located within such dis­trict. The notice of such meeting shall be delivered to each member located in such district as provid­ed in Section 2 of this Article and shall indicate the district to which such member belongs. The notice shall state that nominations for a director are to be made at the meeting. The district meeting shall be called to order by the director representing the dis­trict or by another designated representative of the board of directors, or in his absence, by any mem­bers residing in the district. The members shall then proceed to elect a chairman, who shall be someone other than a director, and who shall appoint a sec­retary to act for the duration of the meeting. Members of other districts present at the meeting may be heard, but shall have no vote. Nominations for candidates for director shall be made from the floor at the meeting, and any member residing in the district shall have the right to nominate one can­didate. The meeting shall remain open for nomina­tions until no further nominations are forthcoming.
   Candidates must be members residing in the district and must possess the qualifications for director specified in Section 2 of Article III of these bylaws. Voting shall be by ballot and proxy voting shall not be permitted at any district meeting. Each member may vote for one candidate. The candidate receiving the highest number of votes shall be declared the official candidate of the district. In case of a tie, the winner shall be determined by the flip of a coin. The minutes of the district meeting shall set forth, among other matter, the name of each person nominated at the meeting and the number of votes received by each and shall specify the official can­didate of the district. A certified copy of the minutes signed by the Secretary and the Chairman of the district meeting shall be delivered to the secretary of the Cooperative at the following meeting of the board.
   (b)  Nomination   of   Directors   by   Petition. Nomination for director can also be made by peti­tion. Fifteen (15) or more members may make a nomination in writing to the Secretary over their sig­natures not less than thirty (30) days prior to the annual meeting. This petition nomination must be in the format prescribed by the Secretary. Blank nom­ination petitions shall be available to all members at the Cooperative office. All petition nominees shall be listed in the notice of annual meeting and their
names shall be printed on the election ballot.
   (c)  Election of Directors. At the annual meeting, the Secretary of the Cooperative shall place in nomination the names of the official candidates of each district. Election of directors shall be by print­ed ballot, separate ballots to be provided for each district, listing the candidates in alphabetical order. Only members of a district shall be entitled to vote for director to be elected from that district, and each member or member's spouse shall be entitled to vote for one candidate from the district in which he is a member. The candidate from each district receiving the highest number of votes at this meet­ing shall be declared elected as director. In the case of a tie vote, the winner shall be determined by the flip of a coin. 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.
   (d) Voting by Mail for Directors. The members shall be entitled to vote by mail for directors at annual and special meetings as provided in this section. Each member shall be mailed a director election ballot in the form prescribed by the Board of Directors with the notice of the annual or special meeting. A member who will be absent from the meeting may vote by mail for directors by marking the ballot for the candidate of the member's choice. The member shall return the ballot personally or by mail to the Cooperative in a sealed plain envelope inside another envelope bearing the member's name. If the ballot of the member is received by the Cooperative on or before the date of the annual or special meeting, the ballot shall be accepted and counted as the vote of the absent member.

   Section 11. ORDER OF BUSINESS. 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: 1. Call of the roll. 2. Approval of the minutes of previous meetings of the members. 3. Presentation and con­sideration of, and acting upon, reports of officers, directors and committees. 4. Election of directors. 5. Unfinished business. 6. New business. 7. Adjournment.

ARTICLE III, DIRECTORS

   Section 1, GENERAL POWERS. The business and affairs of the Cooperative shall be managed by a board of nine (9) directors.

   Section 2. QUALIFICATIONS AND TENURE. The number of directors to be elected at each annual meeting shall be three (3) and the term of each director shall be three (3) years. No member shall be eligible to become or remain a director who:
   (a) is not a member of the Cooperative, receiv­ing electric service at the member's primary resi­dence in the district from which the director is elect­ed;
   (b) within three years preceding a director candidate's nomination was an employee of  the Cooperative;
   (c) is or becomes, or at any time during the three (3) years preceding a director candidate's nomina­tion shall have been employed by a labor unionwhich  represents,  or  has  represented,  or has endeavored to represent any employees of the Cooperative;
   (d) is a parent, spouse, or co-habitant of an employee of the Cooperative;
   (e) is a person that is a parent, spouse, or co­habitant of an incumbent director that is not up for reelection at that time;
   (f) is in any way employed by or substantially financially interested in an enterprise competing with the Cooperative or any Cooperative-affiliated business, or;
   (g)   is or becomes the full-time employee or agent of, or who is or becomes the full-time employer or principal of, another director.

   Section 3. VACANCIES. If a director does not complete their term which concludes more than six (6) months after the vacancy is created, an election will be held at a special district meeting within sixty (60) days at a place within the district. The sole pur­pose of this special district meeting shall be the election of a director to fill balance of the term of the vacating director. If the vacancy occurs less than six (6) months before the conclusion of the term, no special district meeting or election will take place and the vacancy will be filled at the next annual meeting.

   Section 4. COMPENSATION. Directors as such sjiall not receive any salary for their services, but by resolution of the board of directors, may receive reasonable compensation for service to the Cooperative.

   Section 5. RULES AND REGULATIONS. The board of directors shall have power to make and adopt such rules and regulations, not inconsistent with law, the articles of incorporation of the Cooperative or these bylaws, as it may deem advis­able for the management, administration and regu­lation of the business and affairs of the Cooperative.

   Section 6. ACCOUNTING SYSTEM AND REPORTS. The board of directors shall cause to be established and maintained a complete accounting system which, among other things, subject to appli­cable laws and rules and regulations of any regula­tory body, shall conform to such accounting system as may from time to time be designated by the Administrator of the Rural Utilities Service (RUS) of the United States of America. The board of directors shall also after the close of each fiscal year cause to be made a full and complete audit of the accounts, books and financial condition of the Cooperative as of the end of such fiscal year. The board shall retain an RUS-approved auditing firm to perform the annual audit. Such audit reports shall be submitted to the members at the following annu­al meeting.

   Section 7. CHANGE IN RATES. Written notice shall be given to the members of the Cooperative not less than ninety (90) days prior to the date upon which any proposed change in the rates charged by the Cooperative for electric energy or distribution service becomes effective.

   Section 8. INDEMNIFICATION OF OFFICERS AND DIRECTORS. The Cooperative shall indemni­fy an officer or director, and shall indemnify an employee or agent against expenses, including attorney's fees, judgment, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with an action, suit or proceedings, or a threatened action suit or pro­ceeding where such person is party or is threat­ened to be made a party by reason of the fact that he or she was a director, officer, employee or agent of the Cooperative, all as provided by law.

ARTICLE IV, MEETING OF DIRECTORS

   Section 1. REGULAR MEETINGS. A regular meeting of the board of directors shall be held without notice other than this bylaw, immediately after, and at the same place as the annual meeting of members. A regular meeting of the board of directors shall be held monthly at such time and place as the board of directors may provide by resolution. Any or all directors may participate fully in any regular meeting of the Board of Directors by any means of communication through which the directors may simultaneously hear and speak to each other during such meeting.

   Section 2. SPECIAL MEETINGS. Special meetings of the board of directors may be called by the President or any three (3) directors. The person or persons authorized to call special meetings of the board of directors may fix the time and place of any special meeting of the board of directors called by them. Any or all directors may participate fully in any special meeting of the Board of Directors by any means of communication through which the directors may simultaneously hear and speak to each other during such meeting.

Section 3. NOTICE. Notice of time, place and purpose of any special meeting of the board of directors shall be given at least five (5) days previ­ous thereto, by written notice, delivered personally or mailed, to each director at his last known address. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except in case a director shall attend a meeting for the express purpose of objecting to the transaction of any business because the meeting shall not have lawfully called or convened.

   Section 4. QUORUM. A majority of the board of directors shall constitute a quorum for the transac­tion of business at any meeting of the board of directors, provided, that if less than a majority of the directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

   Section 5. MANNER OF ACTING. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors.

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