Article XI

MISCELLANEOUS

Section 1 – Membership in Other Organizations. The Corporation shall not become a member of or purchase stock in any other organization without an affirmative vote of the members by mail ballot as set forth in Article III, Section 5 of these Bylaws upon such proposed membership or stock purchase; provided, however, that the Corporation may, upon the authorization of the Board, purchase stock in or become a member of any corporation or organization organized on a nonprofit basis for the purpose of engaging in or furthering the cause of rural electrification, or with the approval of the Administrator of RUS, of any other corporation for the purpose of acquiring electric facilities.

Section 2 – Waiver of Notice. Any member or director may waive in writing any notice of a meeting required to be given by these Bylaws. The attendance of a member or director at any meeting shall constitute a waiver of notice of such meeting by such member or director except in case a member or director shall attend a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting has not been lawfully called or convened.

Section 3 – Policies, Rules and Regulations. The Board shall have power to make and adopt such policies, rules and regulations, not inconsistent with law, the Articles of Incorporation or these Bylaws, as it may deem advisable for the management of the business and affairs of the Corporation.

Section 4 – Accounting System and Reports. The Board shall cause to be established and maintained a complete accounting system which, among other things, and 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 of the United States of America. The Board shall also, after the close of each fiscal year, cause to be made by a certified public accountant a full and complete audit of the accounts, books and financial condition of the Corporation as of the end of such fiscal year. A report of such audit shall be submitted to the members at the next following Annual Meeting.

Section 5 – Area Coverage. The Board shall make diligent effort to see that electric service is extended to all unserved persons within the Corporation service area who (a) desire such service, and (b) meet all reasonable requirements established by the Corporation as a condition of such service.

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