AMENDED AND RESTATED BYLAWS
OF
SAN LUIS VALLEY RURAL ELECTRIC COOPERATIVE, INC. (2008)

ARTICLE I - MEMBERSHIP
ARTICLE II - MEETINGS OF MEMBERS
ARTICLE III - DIRECTORS
ARTICLE IV - MEETINGS OF DIRECTORS
ARTICLE V - OFFICERS AND EMPLOYEES
ARTICLE VI - CONTRACTS, CHECKS, AND DEPOSITS
ARTICLE VII - NON-PROFIT ORGANIZATION
ARTICLE VIII - INDEMNIFICATION AND LIMITATION OF LIABILITY
ARTICLE IX - WAIVER OF NOTICE
ARTICLE X - FISCAL YEAR
ARTICLE XI - SEAL
ARTICLE XII - PROCEDURE
ARTICLE XIII - AMENDMENTS

ARTICLE I - MEMBERSHIP

Section 1. Qualifications and Obligations.
a. Any person, partnership, limited liability company, association, corporation, body politic, or any other legal entity, shall be a member (hereinafter called "member"), including all such users presently purchasing services and/or access to services from the San Luis Valley Rural Electric Cooperative, Inc. (hereinafter called the "Cooperative"), by: applying for, accepting, and purchasing electricity or access to electricity from the Cooperative, unless such customer shall decline to become a member by filing a written declination to become a member within ten (10) days of the commencement of service on a form to be supplied by the Cooperative. Membership shall cease when the customer no longer receives access to or electric service from the Cooperative.
b. Every member is a vital and integral part of the Cooperative and the Cooperative’s successful operation depends upon every member complying with the provisions of all documents governing members and their duties and obligations. All members are united in an interdependent relationship. Therefore, membership includes obligations and duties due to the Cooperative by the members including but not limited to the following. All members are bound by the Articles of Incorporation and Bylaws of the Cooperative and by such rules, regulations, policies, procedures, and tariffs as are adopted from time-to-time by the Board of Directors. Further, each member is obligated to and does hereby provide to the Cooperative, for no consideration to be paid by the Cooperative, such rights of way and easements as may be reasonable and necessary to the provision of the services of the Cooperative to the member and for its other operations including the provision of its services to other members and patrons, provided that the right of way or easement does not result in material detriment to the member's use of the property on or across which the right of way or easement is located. The terms and conditions of the use of those easements and rights of way shall be those that are usual and customary from time to time based on the general operating uses and procedures applicable to other similar rights of way and easements.

Section 2. Entity Membership. An entity membership shall include but not be limited to a membership of any of the following: partnership, limited partnership, limited liability partnership, corporation, limited liability company, association, body politic, or any other legal entity organized and existing under any applicable law. The term “member” as used in these Bylaws shall be deemed to include any of the above holding an entity membership and any provisions relating to the rights and liabilities of membership shall apply with respect to the entity. The following apply to entity memberships:
a. Prior to any meeting of members, in the manner and at or before the time established by the Board of Directors of the Cooperative from time to time, each entity holding a membership shall provide the Cooperative with the identity of the individual to represent that member at such meeting and only that individual shall be recognized at that meeting for any purpose. If more than one designation is received, the Board of Directors, in its sole discretion, shall determine which designation shall be given effect. If no such designation is received with regard to a particular meeting, the last such designation by that member, if any, may be given effect hereunder by the Cooperative. If there is no effective designation, as determined by the Board of Directors in its sole discretion, that member shall be considered as having attended the meeting if any alleged representative is present but shall not be entitled to vote thereat on any issue or to take any other action of a member.
b. The presence at a meeting of the person authorized to represent the entity holding membership shall be regarded as the presence of that member and shall constitute a waiver of notice of the meeting for that member.
c. A waiver by the person authorized to represent the entity shall constitute an effective waiver for that member.
d. Notice to the person authorized to represent the entity holding a membership shall constitute notice to the member.
e. The withdrawal, expulsion, or dissolution of the entity shall terminate the entity membership.
f. Only one officer, partner, shareholder, member, etc. of a particular entity may be elected or appointed as an officer or director of the Cooperative. If a person is an officer, shareholder, partner, member, etc. of two or more entities which are members, each entity of which such person is an officer, shareholder, partner, member, etc. shall be precluded from having another officer, shareholder, partner, member, etc. of that entity elected or appointed as an officer or director of the Cooperative until such time as no other officer, shareholder, partner, member, etc. of such entity is serving as an officer or director of the Cooperative.

Section 3. Joint Membership. A husband and wife may hold a joint membership. The term "member" as used in these Bylaws shall be deemed to include a husband and wife holding a joint membership and any provisions relating to the rights and liabilities of membership shall apply equally with respect to the holders of a joint membership. The following shall apply to joint membership:
a. The presence at a meeting of either or both shall be regarded as the presence of one member and shall constitute a joint waiver of notice of the meeting.
b. The vote of either separately or both jointly shall constitute one vote and if they shall not agree, they shall be considered to have abstained.
c. A waiver of either separately or both jointly shall constitute a joint waiver.
d. Notice to either shall constitute notice to both.
e. Expulsion of either shall terminate the joint membership.
f. Withdrawal of either shall terminate the joint membership.
g. Either, but not both, may be elected or appointed as an officer or director.

Section 4. Conversion to Joint Membership. A membership of a person may be converted to a joint membership with his or her spouse upon the written request of the holder thereof and the agreement by such holder and his or her spouse to comply with the Articles of Incorporation, Bylaws, rules and regulations adopted by the Board of Directors. Upon the death of either spouse who is a party to a joint membership, such membership shall be held solely by the survivor. However, the estate of the deceased shall not be released from and shall be jointly and severally liable for any debts due to the Cooperative.

Section 5. Production and Use of Electricity. The Cooperative shall use reasonable diligence to furnish its members with adequate and dependable electric service, although it cannot and, therefore, does not guarantee a continuous and uninterrupted supply thereof. Production or use of electric energy on a member's premises, regardless of the source thereof, by any means or facilities which will be interconnected with Cooperative facilities, shall be subject to appropriate regulations as shall be fixed from time to time by the Cooperative or any regulatory body with authority relating thereto.

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ARTICLE II - MEETINGS OF MEMBERS

Section 1. Annual Meeting. The annual meeting of the members of the Cooperative shall be held on the second Tuesday of June of each year at 7:00 PM, or at such other time and date as the Board of Directors may determine and at such place as the Board of Directors may fix, for the purpose of electing directors, passing upon reports covering the previous fiscal year, and transacting such other business that may come before the meeting.

Section 2. Special Meetings. Special meetings of the members may be called by the President of the Board, by the Board of Directors, or by a petition signed by not less than one-fifth (1/5) of all the members of the Cooperative. Special meetings of the members may be held at any place within the service territory of the Cooperative.

Section 3. Notice of Meetings of Members. Notice of the time and place of the holding of each meeting shall be given to each member not less than ten (10) business days or more than sixty (60) days prior thereto and in the manner as may, from time to time, be required by law. Notice of any special meeting shall state the purpose or purposes thereof. A written waiver of notice of a meeting signed by a member entitled to notice of that meeting either before, at, or after the time of such meeting shall be effective. The attendance of a member at any meeting shall constitute a waiver of notice of such meeting, except where a member attends a meeting to contest the meeting being called or convened. The failure of any member to receive notice of an annual meeting or special meeting of the members shall not invalidate any action which may be taken by the members at any such meeting.

Section 4. Notice of Member Initiated Action. If a member desires that any action be considered or taken at an annual or special meeting of the members, the member shall deliver a complete written statement of the proposed issue or action to the Secretary of the Cooperative not less than sixty (60) days prior to the meeting at which such action is to be considered. The statement shall be signed by not less than fifteen (15) members. If not delivered as required, the proposed action shall not be considered at that meeting unless the Board of Directors, after reviewing the statement, determines that reasonable and adequate notice of the proposed action can and should be given to the membership in a manner that allows reasonable consideration thereof by the membership prior to any action proposed to be taken. Further, even if timely submitted, the Board of Directors shall make such determinations as it decides appropriate with respect to whether the proposed action shall be submitted to the members at the meeting including but not limited to a determination that the proposed action is not within the authority or province of the membership to consider or act upon. Notwithstanding a member complying with the foregoing, any such proposed action shall remain subject to appropriate rulings of the president of the meeting at which it is proposed to be considered.

Section 5. Record Date for Determination of Members. In order to make a determination of members entitled to notice of or to vote at any members’ meeting or at any adjournment of a members’ meeting, entitled to demand a special members’ meeting, entitled to take any other action, or for any other purpose, the board of directors may fix a future date as the record date for such determination of members. The record date may not be fixed more than sixty (60) days before the date of the proposed action. Unless otherwise specified when the record date is fixed, the time of day for determination of members shall be the Cooperative’s close of business on the record date. A determination of members entitled to be given notice of or to vote at a members’ meeting is effective for any adjournment of the meeting unless the board of directors fixes a new record date, which the board shall do if the meeting is adjourned to a date more than sixty (60) days after the date fixed for the original meeting. If no record date is otherwise fixed, the record date for determining members entitled to demand a special members’ meeting is the later of the date of the earliest of the demands pursuant to which the meeting is called, or the date that is sixty (60) days before the date the first of such demands is received by the Cooperative.

Section 6. Quorum. A quorum for the election of directors, amending the Articles of Incorporation and conducting any other business at all meetings of the members shall be five percent (5%) of the members or fifty (50) members present in person, whichever is less.

Section 7. Voting. Each member shall be entitled to one vote upon each question submitted to a vote at a meeting of the membership. All questions, to the extent permitted by law, shall be decided by a vote of the majority of the members present. The election of directors shall be by secret ballot. Each member, as of the record date prior to a membership meeting, shall be mailed a mail-in ballot to vote and return to the Cooperative prior to the meeting. Any member registering their presence at the meeting will have their mailed in ballot destroyed and may vote their ballot at the meeting.

Section 8. Voting List. After a record date is fixed for a members’ meeting, the secretary shall prepare a list of the names of all its members that are entitled to be given notice of the meeting. The list shall be alphabetical and shall show the address of each member. The members’ list shall be available for inspection to members as provided under Colorado law.
Section 9. 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 as follows:
a. Verification of quorum by the Credentials Committee.
b. Call to Order.
c. Reading of the notice of the meeting together with proof of the due mailing thereof or the waivers of notices of such meeting.
d. Presentation and reading of unapproved minutes of previous meetings of the membership and the taking of necessary action thereon.
e. Presentation and consideration of the acting upon reports of officers, directors and committees.
f. Election of Directors.
g. Election of Nominating Committee.
h. Unfinished Business.
i. New Business.
j. Adjournment.
This agenda may be amended or altered as may be necessary for the orderly conduct of business by resolution of the Board of Directors.

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ARTICLE III - DIRECTORS

Section 1. General Powers. The business and affairs of the Cooperative shall be carried out under the supervision and at the direction of the Board of Directors 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. Number and Qualifications. The number of the directors of the Cooperative shall be seven (7). To be eligible to become or remain a director of the Cooperative, a person must:
a. Be a member
b. Be a bona fide resident in and receive electric service from the Cooperative in the district with respect to which the person is or is to be elected as the districts are defined in section three (3) of this article. If the person is or is to be elected because of that person's relationship to an entity that is a member as described in Article I, the individual must be a bona fide resident of and either the individual or the entity must receive service from the Cooperative in the district with respect to which the individual is or is to be elected.
c. Not, in any way, be employed by or financially interested in a competing enterprise, a business selling electric energy or supplies to the Cooperative, or a business primarily engaged in selling to or contracting with the members of the Cooperative for electrical service, supplies, fixtures or appliances which service, supplies, fixtures or appliances compete with those provided by or currently available from the Cooperative.
d. Not currently employed by the Cooperative.
e. Not having been employed by the Cooperative within the preceding three years.
f. Must not be a holder of any elected public office for which wage, salary or per diem is received in excess of $500.00 per year.
g. With respect to any person that is or is to be elected a director of the Cooperative because of that person's relationship to an entity that is a member as described in Article I, present to the Cooperative, at or before the time the person is nominated and during all times the person occupies the position of director, maintain on file with the Cooperative a written authorization from that entity in a form reasonably acceptable to the Cooperative as provided in Colorado Revised Statues section 7-55-104 and any succeeding similar provision of law.
Upon establishment of the fact that a director is holding office in violation of any of the foregoing provisions, the Board of Directors shall remove such director from office.

Section 3. Election and Term of Office. At the annual meeting of the membership, Directors shall be elected by and from the membership of the Cooperative to serve for a period of four (4) years or until their respective successors have been elected and qualified. The Directors shall be elected by districts which shall be composed of the following:
District No. 1 - Rio Grande County
District No. 2 - Costilla County
District No. 3 - Saguache County
District No. 4 - Alamosa County
District No. 5 - Conejos County
District No. 6 - Mineral/Hinsdale County
District No. 7 - Member-at-Large

At the annual meeting of the membership beginning in 2008, directors shall be elected as follows:
2008 - Districts No. 2 and 4
2009 - Districts No. 3 and 5
2010 - District No. 6
2011 - District No.1 and 7

Thereafter, at each annual meeting of the membership, two (2) directors except every fourth year one (1) director shall be elected, in the foregoing sequence, each for a term of four (4) years.

Section 4. Nominating Committee and Duties. At each annual meeting of the membership, a nominating committee consisting of three (3) members, on which there is at least one member residing in each district from which a director is to be elected at the next annual meeting, and one (1) alternate member shall be elected for a one (1) year term. No member of the Board shall serve on such committee. The committee shall be responsible for nominating qualified candidates for each office of director to be filled. The committee shall also nominate a slate of candidates to serve for the succeeding one (1) year term on the Nominating Committee to be approved by the membership at the next annual meeting. The committee shall prepare and cause to be posted at the principal office of the Cooperative at least forty-five (45) days before the annual meeting of the membership a list of the committee's nominations for directors.

Section 5. Nominations by Membership. Any fifteen (15) or more members acting together may make additional nominations for any director position to be elected by written petition signed by such members submitted to the secretary of the Cooperative not less than forty-five (45) days prior to the annual meeting of the membership. The petition shall be accompanied by the written acceptance of the member nominated. Upon receipt of a petition and acceptance, the secretary of the Cooperative shall determine if the petition contains adequate signatures of members and whether the nominee is eligible for the office for which he or she is nominated and, if the secretary determines that both of the foregoing criteria are satisfied, shall cause such nominations to be posted at the same place where the list of nominations made by the nominating committee is posted and the names of all members so nominated shall be included with notices of nominations by the nominating committee in a manner which identifies the member or members as having been nominated by petition together with any information concerning said nominee reasonably available to the secretary of the same nature and in the same manner as is provided the members concerning nominees of the nominating committee. No member may sign nominating petitions for more than one (1) candidate. Nominations from the floor at an annual meeting for the position of director shall not be permitted.

Section 6. Removal of Directors. Any of the directors may be removed for just cause by the Board of Directors at any special meeting of the Directors called for that purpose. If it is proposed that a Director be removed for just cause, the Director or Directors making the proposal shall submit their statement of cause in writing to the President who shall deliver it or cause it to be delivered to the Director whose removal is proposed and shall call a special meeting of the Directors to consider such proposal. If the Director who is the subject of the proposed removal is the President, the statement shall be delivered to the Vice-President who shall carry out the duties of the President hereunder with regard to the proposed removal. The statement of cause shall be delivered at least ten (10) business days prior to the meeting at which the removal will be considered. Directors may be removed with or without cause by the members of the Cooperative at a regular or special meeting of the members of the Cooperative. Any meeting of the Directors or the members at which the removal of a Director is to be considered shall be called in accordance with all applicable provisions hereof and these Bylaws and the notice of such meeting shall specifically state that consideration shall be given at that meeting to the removal of the Director including notice of the Director or Directors proposed to be removed. The reason or reasons for the proposed removal, if any, shall not be stated in the notice of the meeting. Any proposal to remove a Director without cause may be initiated only by members, shall be made in a written petition signed by at least fifteen (15) members, shall state the reasons therefore if any and shall be submitted in accordance with Article II, Section 4. At least ten (10) business days prior to any meeting of the members at which the removal of a Director is to be considered, a copy of the statement of the reasons therefore, if any, shall be delivered to the Director. Any Director whose removal is proposed shall be provided an opportunity to be heard at any meeting of the Board of Directors or the members called for such purpose.

Section 7. Vacancies. Vacancies occurring in the Board of Directors of the Cooperative may be filled by a majority vote of the remaining directors. A Director elected to fill a vacancy shall serve for the remainder of the unexpired term of the vacancy or until his or her successor shall have been elected and qualified.

Section 8. Compensation. Directors are not employees of the Cooperative and shall not receive any stated salary for their services but, by resolution of the Board of Directors, a fixed sum and expenses of attendance may be allowed for attendance at each meeting of the Board of Directors and such other meetings, hearings, or sessions or other actions or requirements of the position as may be authorized by the Board. Nothing herein contained shall be construed to preclude any director from serving the Cooperative in any Board capacity and receiving compensation therefore.

Section 9. Rules and Regulations. The Board of Directors shall have the power to make and adopt such rules and regulations, policies, procedures and tariffs, not inconsistent with the Articles of Incorporation or the Bylaws of the Cooperative, or with the laws of the State of Colorado as it may deem advisable for the management, administration, and regulations of the business and affairs of the Cooperative.

Section 10. 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 the laws of the State of Colorado and the rules and regulations of any regulatory body having authority with respect thereto, shall conform to such system of accounts as may from time to time be designated by the appropriate regulatory and lending agencies. The Board shall cause an audit of the financial statements of the Cooperative to be made by a Certified Public Accountant specializing in rural electric systems. The latest such audit report shall be available for inspection by any member of the Cooperative at the office of the Cooperative during normal working hours.

Section 11. Committees. The Board of Directors may, by resolution passed by a majority of the members of the Board of Directors then in office, designate two or more of their number as an executive committee which committee shall have and exercise the powers of the Board of Directors between meetings of the Board of Directors as the committee determines reasonable and necessary but in no case shall the committee act to the exclusion of the Board of Directors. The Board may appoint such other committees, which are not inconsistent with the Articles of Incorporation or Bylaws of the Cooperative.

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ARTICLE IV - MEETINGS OF DIRECTORS

Section 1. Regular Meetings. A regular meeting of the Board of Directors shall be held monthly at the principal place of business of the Cooperative or such other location and at such time as the Board may provide by resolution.

Section 2. Special Meetings. Special meetings of the Board of Directors may be called by the President or by any two directors provided, however, that in the event the place fixed for a special meeting of the Board is other than in one of the counties of Alamosa, Conejos, Costilla, Mineral, Rio Grande, or Saguache, State of Colorado, such special meeting may be called only by a majority of the directors. The person or persons calling a special meeting of the Board of Directors shall fix the time and place for the holding of any special meeting of the Board of Directors called by them subject to the limitations concerning location and notice provided in these Bylaws.

Section 3. Notice. Notice of regular meetings of the Board of Directors, together with a copy of the agenda for such meeting, shall be posted in every service office maintained by the Cooperative at least ten (10) days before the meeting. The agenda shall specifically designate the issues or questions to be discussed or the actions to be taken at the meeting. Copies of such agenda shall be available at each service office for members and consumers.
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 at a meeting at which a quorum is present shall be the act of the Board of Directors.

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ARTICLE V - OFFICERS AND EMPLOYEES

Section 1. Number. The officers of the Cooperative shall be a president, a vice-president, a secretary, a treasurer, and such assistant officers as may be determined from time to time by the Board of Directors.

Section 2. Election and Term of Office; Qualifications. The officers shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each 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 of Directors following the next succeeding annual meeting of the members or until his or her successor shall have been duly elected and shall have qualified. Only directors of the Cooperative shall qualify for the offices of president and vice-president. No person shall continue to hold office in the Cooperative after he or she shall have ceased to be qualified for such office.

Section 3. Removal. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Cooperative would be served thereby.

Section 4. Vacancies. Except as otherwise provided in these Bylaws, a vacancy in any office may be filled by the Board of Directors for the unexpired portion of its term.

Section 5. President.
The President:
a. Shall be the chairperson of the Board of Directors of the Cooperative.
b. Shall preside at all meetings of the members and the Board of Directors.
c. Shall designate in writing, if more than one vice-president is elected, the vice-president authorized to act for the president during the absence or inability to act for the president as long as the scope of the authority of the several vice-chairmen is not overlapping and conflicting.
d. Shall sign, with the secretary, any deeds, mortgages, deeds of trusts, notes, bonds, contracts, or other instruments authorized by the Board of Directors to be executed except in cases in which the signing and execution thereof shall be delegated by the Board of Directors 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.
e. Shall perform all duties incident to the offices of president and chairperson and such other duties as may be prescribed by the Board of Directors from time to time.

Section 6. Vice-President.
The Vice-President:
a. Shall be vice-chairperson of the Board of Directors.
b. In the absence of the president, or in the event of his or her inability to act, the vice-president shall perform the duties of the president and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-president shall have such other authority and shall perform such other duties as the president may delegate to him or her from time to time.

Section 7. Secretary.
The Secretary:
a. Shall keep the minutes of the meetings of the members and of the Board of Directors.
b. Shall see that all notices are duly given in accordance with these Bylaws or as required by law.
c. Shall be custodian of the corporate records and the seal of the Cooperative and shall see that the seal is affixed 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 or by law.
d. Shall keep a register of the post office address of each member which shall be furnished by each member.
e. Shall have general charge of the books of the Cooperative in which a record of the members is kept.
f. Shall keep on file at all times a complete copy of these Bylaws containing all amendments thereto, which copy shall always be open to the inspection of any member and at the expense of the Cooperative forward a copy of these Bylaws and all amendments thereto to each member.
g. Shall in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him or her by the president.

Section 8. Treasurer.
The Treasurer:
a. Shall have charge and custody of and be responsible for all funds and securities of the Cooperative;
b. Shall receive and receipt for moneys due and payable to the Cooperative from any source whatsoever, and shall deposit all such moneys in the name of the Cooperative in such depositories as shall be selected in accordance with the provisions of these Bylaws; and
c. Shall in general, perform all duties incident to the office of treasurer and such other duties as from time to time may be assigned to him or her by the president.

Section 9. Assistant Officers. The Board of Directors may elect such assistant officers as it may determine including one or more assistant officers to each principal officer provided for by these Bylaws. Each such assistant officer shall have the authority as shall be delegated to him or her and shall perform such duties as shall be assigned to him or her by the Board of Directors.

Section 10. Bonds of Officers. The Board of Directors may require the treasurer or any other officer or employee of the Cooperative charged with responsibility for the custody of any of its funds or property to be bonded in such sum and with such surety as the Board of Directors shall determine.

Section 11. Reports. The treasurer of the Cooperative and such other officers as the Board of Directors shall so direct shall submit at each annual meeting of the members reports covering the business of the Cooperative for the fiscal year and showing the condition of the Cooperative at the close of such fiscal year.

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ARTICLE VI - CONTRACTS, CHECKS, AND DEPOSITS

Section 1. Contracts. The Board of Directors may authorize any officers or agents to enter into any contract or execute and deliver any instrument in the name and on behalf of the Cooperative, and such authority may be general or confined to specific instances.

Section 2. Checks, Drafts, etc. All checks, drafts, or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Cooperative shall be signed by such officer or officers of the Cooperative and in such manner as shall from time to time be determined by the Board of Directors.

Section 3. Deposits. All funds of the Cooperative shall be deposited from time to time to the credit of the Cooperative in such depositories as the Board of Directors may select.

Section 4. Lending. The Cooperative may advance or lend moneys to any person or persons, including its members or consumers as authorized from time to time by the Board of Directors in either a general or specific manner and as provided by applicable law and rules and regulations.

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ARTICLE VII - NON-PROFIT ORGANIZATION

Section 1. Interest or Dividends on Capital Prohibited. The Cooperative shall at all times be operated on a Cooperative non-profit basis for the mutual benefits of its patrons. No interest or dividends shall be paid or payable by the Cooperative on any capital furnished by its patrons.

Section 2. Services Provided. The Cooperative may provide any services and undertake any activities not prohibited by its designation as a tax exempt cooperative pursuant to Section 501(c)(12) of the Internal Revenue Code of 1986 as amended from time to time or by any succeeding, similar provision of applicable law.

Section 3. Patronage Capital in Connection with Furnishing Its Services . In the furnishing of its services, the Cooperative's operation shall be so conducted that all patrons, members and non-members alike, will, through their patronage, furnish capital for the Cooperative. In order to induce patronage and to assure that the Cooperative will operate on a non-profit basis, the Cooperative is obligated to account, on a patronage basis, to all its patrons, members and non-members alike, for all amounts received and receivable from the furnishings of its services. All such amounts received by the Cooperative from its operations in excess of costs and expenses, including any capital credits, income or revenue received from organizations in which the Cooperative holds a membership or from subsidiaries or other related organizations, shall, insofar as permitted by law, be used to offset any losses incurred during the current or any prior fiscal year. The Board of Directors shall allocate by credits to capital accounts for each patron, all such amounts remaining, together with capital credits, income or revenue received from organizations in which the Cooperative holds a membership or from subsidiaries or other related organizations, as the Board of Directors may determine is appropriate and reasonable from time to time. The books and records of the Cooperative shall be maintained in such a manner that at the end of each fiscal year the amount of capital furnished by each patron is clearly reflected and credited to an appropriate record of the capital account of each patron and the Cooperative shall within a reasonable time after the close of the fiscal year, notify each patron of the amount of capital so credited to their account. All such amounts credited to the capital account of any patron shall have the same status as though they had been paid to the patron in cash and the patron had then furnished the Cooperative corresponding amounts of capital. The Board of Directors, in its discretion and acting under a policy of general application, may retire equity capital in the Cooperative in any manner that it so chooses; provided, however, that the financial condition of the Cooperative will not be impaired thereby and that it does so in accordance with applicable law and regulatory restrictions and requirements. Capital credited to the account of each patron shall be assignable only on the books of the Cooperative pursuant to written instruction from the assignor and only to the patron's successor in interest or successor in occupancy in all or part of such patron's premises served by the Cooperative unless the Board of Directors, acting under policies of general applications, shall determine otherwise. Notwithstanding any other provisions of these Bylaws, the Board of Directors, at their discretion, shall have the power at any time upon the death of any patron who was a natural person, if his or her legal representatives of the estate shall request in writing that the capital credited to any such patron be retired prior to the time such capital would otherwise be retired under the provisions of these Bylaws to retire capital credited to any such patron immediately upon such terms and conditions as the Board of Directors acting under policies of general application, and the legal representative of such patron's estate shall agree upon; provided, however, that the financial condition of the Cooperative will not be impaired thereby. Also notwithstanding any other provision of these Bylaws, the Board of Directors, at their discretion, shall have the right, but not the duty, to accelerate retirement of capital credit of any member or other person who has defaulted on any obligation or indebtedness due and owing to the Cooperative.

Section 4. Lien. To secure the payment of all indebtedness of any member or other person to the Cooperative, the Cooperative shall have a first lien on the capital credits, capital investments, and other property rights and interests, if any, outstanding on its books for all indebtedness of such member or other person to the Cooperative. Upon request by the Cooperative, members shall execute security agreements, financing statements, and other instruments and documents reflecting the security interest or necessary to perfect that interest. As one means of enforcing its lien, the Cooperative shall be entitled to offset or recoup, at any time, at the sole discretion of the Board of Directors, any debt of a member or other person to the Cooperative with a corresponding amount of the member’s or other person’s capital credit, capital investments and other property rights and interests, if any, in the Cooperative. No capital credited to the account of a patron shall be assignable by such patron as collateral or security for any obligation of any nature of that patron to any person, entity or organization other than the Cooperative.

Section 5. Offsets. At any time capital credited to a patron's account is otherwise payable, the Cooperative may set that payment off against or recoup from any amounts due to or owed to the Cooperative by the payee or the payee's predecessors and successors in interest no matter the nature of the obligation due the Cooperative or when the obligation arose. However, no patron or other person qualified to share in allocations or payment of the Cooperative’s capital investments, net margins, or other property rights and interests shall be entitled to demand offset of or entitled to recoupment as to any portion of such person’s allocated share of capital investments, net margins, or other property rights and interests retained by the Cooperative against any indebtedness or claim due to the Cooperative from such person.

Section 6. Dissolution, Reorganization or Merger of the Cooperative. The Cooperative may enter into a merger or similar transaction, be acquired by another organization, sell all or substantially all of its assets or be dissolved and its affairs terminated voluntarily by a two-thirds (2/3) majority vote of the members present and voting in person or by mail ballot at a regular or special meeting of the members if the notice of the meeting states that the purpose of such meeting includes the consideration of any such transaction. The Board of Directors by a two-thirds (2/3) majority vote of its members shall first adopt a resolution recommending such action and calling for submission of the issue to the members stating the reasons why such action is deemed advisable. If the action is dissolution, the resolution shall also state the time by which dissolution is to be accomplished, and shall name three members of the Cooperative to act as trustees in liquidation who shall have full power to do all things necessary in liquidation and termination of the affairs of the Cooperative. Upon approval of a resolution to dissolve by the members, the Board of Directors shall file the statement of intent to dissolve with the Secretary of State and pay the applicable fees therefore. A certified copy of the statement of intent to dissolve shall be filed with the county clerk in the county where the principal place of business of the Cooperative is located. All powers of the directors shall cease and the persons appointed shall proceed to terminate the affairs of the Cooperative and realize upon its assets, pay its debts, and divide the remaining money among the members and holders of equity as set forth in these Bylaws. In the event of dissolution or liquidation of the Cooperative, after all outstanding indebtedness of the Cooperative shall have been paid and outstanding capital credits have been retired, the remaining money, if any, shall be divided among the members and holders of equity in proportion to the distributions of capital credits.

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ARTICLE VIII - INDEMNIFICATION AND LIMITATION OF LIABILITY

Section 1. Definitions. As used in this Article:
a. "Cooperative" includes any domestic or foreign entity that is a predecessor of the Cooperative by reason of a merger or other transaction in which the predecessor's existence ceased upon consummation of the transaction.
b.  "Director" means an individual who is or was a director of the Cooperative or an individual who, while a director of the Cooperative, is or was serving at the Cooperative's request as a director, officer, partner, trustee, employee, fiduciary, or agent of another domestic or foreign corporation or other person or of an employee benefit plan. A director is considered to be serving an employee benefit plan at the Cooperative's request if his or her duties to the Cooperative also impose duties on, or otherwise involve services by, the director to the plan or to participants in or beneficiaries of the plan. "Director" includes, unless the context requires otherwise, the estate or personal representative of a director.
c. "Expenses" includes counsel fees.
d. "Liability" means the obligation incurred with respect to a proceeding to pay a judgment, settlement, penalty, fine, including an excise tax assessed with respect to an employee benefit plan, or reasonable expenses.
e. "Official capacity" means, when used with respect to a director, the office of director in the Cooperative and, when used with respect to a person other than a director, the office in the Cooperative held by the officer or the employment, fiduciary, or agency relationship undertaken by the employee, fiduciary, or agent on behalf of the Cooperative. "Official capacity" does not include service for any other domestic or foreign corporation or other person or employee benefit plan.
f. "Party" includes a person who was, is, or is threatened to be made a named defendant or respondent in a proceeding.
g. "Proceeding" means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, and whether formal or informal.

Section 2. Authority to Indemnify Directors.
a. Except as otherwise provided herein, the Cooperative may indemnify a person made a party to a proceeding because the person is or was a director against liability incurred in the proceeding if:
1. The person conducted himself or herself in good faith; and
2. The person reasonably believed:
(i) In the case of conduct in an official capacity with the Cooperative, that his or her conduct was in the Cooperative's best interests; and
(ii) In all other cases, that his or her conduct was at least not opposed to the Cooperative's best interests; and
In the case of any criminal proceeding, the person had no reasonable cause to believe his or her conduct was unlawful.
b. A director's conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in or beneficiaries of the plan is conduct that satisfies the requirements hereof. A director's conduct with respect to an employee benefit plan for a purpose that the director did not reasonably believe to be in the interests of the participants in or beneficiaries of the plan shall be deemed not to satisfy the requirements of this Article.
c. The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director did not meet the standard of conduct described in this Article.
d. Except to the extent authorized by a court as provided in this Article, the Cooperative may not indemnify a director under this Article.
1. In connection with a proceeding by or in the right of the Cooperative in which the director was adjudged liable to the Cooperative; or
2. In connection with any other proceeding charging that the director derived an improper personal benefit, whether or not involving action in an official capacity, in which proceeding the director was adjudged liable on the basis that he or she derived an improper personal benefit.
e. Indemnification permitted hereunder in connection with a proceeding by or in the right of the Cooperative is limited to reasonable expenses incurred in connection with the proceeding.

Section 3. Mandatory Indemnification of Directors. The Cooperative shall indemnify a person who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the person was a party because the person is or was a director, against reasonable expenses incurred by him or her in connection with the proceeding.

Section 4. Advance of Expenses to Directors.
a. The Cooperative may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if:
1. The director furnishes to the Cooperative a written affirmation of the director's good faith belief that he or she has met the standard of conduct described herein.
2. The director furnishes to the Cooperative a written undertaking, executed personally or on the director's behalf, to repay the advance if it is ultimately determined that he or she did not meet the standard of conduct.
3. A determination is made that the facts then known to those making the determination would not preclude indemnification under this Article.
b. The undertaking above shall be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment.
c. Determinations and authorizations of payments under this Section shall be made in the manner specified in Section 6 below.

Section 5. Court‑ordered Indemnification of Directors. A director who is or was a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court, after giving any notice the court considers necessary, may order indemnification in the following manner:
a. If it determines that the director is entitled to mandatory indemnification under Section 3, the court shall order indemnification, in which case the court shall also order the Cooperative to pay the director's reasonable expenses incurred to obtain court‑ordered indemnification.
b. If it determines that the director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director met the standard of conduct set forth herein or was adjudged liable in the circumstances described in Section 2d, the court may order such indemnification as the court deems proper; except that the indemnification with respect to any proceeding in which liability shall have been adjudged in the circumstances described in Section 2d is limited to reasonable expenses incurred in connection with the proceeding and reasonable expenses incurred to obtain court‑ordered indemnification.

Section 6. Determination and Authorization of Indemnification of Directors.
a. Except to the extent authorized by a court as provided in Section 5, the Cooperative shall not indemnify a director under Section 2 unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because the director has met the standard of conduct set forth therein. The Cooperative shall not advance expenses to a director under Section 4 unless authorized in the specific case after the written affirmation and undertaking required by that Section are received and the determination required by that Section has been made.
b. The determinations required by this Article shall be made:
1. By the Board of Directors by a majority vote of those present at a meeting at which a quorum is present, and only those directors not parties to the proceeding shall be counted in satisfying the quorum; or
2. If a quorum cannot be obtained, by a majority vote of a committee of the Board of Directors designated by the Board of Directors, which committee shall consist of two or more directors not parties to the proceeding; except that directors who are parties to the proceeding may participate in the designation of directors for the committee.
c. If a quorum is obtained or a committee is designated, if a majority of the directors constituting such quorum or such committee so directs, the determination required to be made by this Section shall be made:
1. By independent legal counsel selected by a vote of the Board of Directors or the committee or, if a quorum of the full board cannot be obtained and a committee cannot be established, by independent legal counsel selected by a majority vote of the full Board of Directors; or
2. By the members.
d. Authorization of indemnification and advance of expenses shall be made in the same manner as the determination that indemnification or advance of expenses is permissible; except that, if the determination that indemnification or advance of expenses is permissible is made by independent legal counsel, authorization of indemnification, and advance of expenses shall be made by the body that selected such counsel.

Section 7. Indemnification of Officers, Employees, Fiduciaries, and Agents.
a. An officer is entitled to mandatory indemnification under Section 3 and is entitled to apply for court ordered indemnification under Section 5, in each case to the same extent as a director; and
b. The Cooperative may indemnify and advance expenses to an officer, employee, fiduciary, or agent of the Cooperative to the same extent as to a director; and
c. The Cooperative may also indemnify and advance expenses to an officer, employee, fiduciary, or agent who is not a director to a greater extent than is provided in these Bylaws, if not inconsistent with public policy, and if provided for by general or specific action of the Board of Directors or members or by contract.

Section 8. Insurance. The Cooperative may purchase and maintain insurance on behalf of a person who is or was a director, officer, employee, fiduciary, or agent of the Cooperative, or who, while a director, officer, employee, fiduciary, or agent of the Cooperative, is or was serving at the request of the Cooperative as a director, officer, partner, trustee, employee, fiduciary, or agent of another domestic or foreign corporation or other person or of an employee benefit plan, against liability asserted against or incurred by the person in that capacity or arising from his or her status as a director, officer, employee, fiduciary, or agent, whether or not the Cooperative would have power to indemnify the person against the same liability under Section 2, 3, or 7. Any such insurance may be procured from any insurance company designated by the Board of Directors, whether such insurance company is formed under the laws of this state or any other jurisdiction of the United States or elsewhere, including any insurance company in which the Cooperative has an equity or any other interest through stock ownership or otherwise.

Section 9. Notice to Members of Indemnification of Director. If the Cooperative indemnifies or advances expenses to a director under this Article in connection with a proceeding by or in the right of the Cooperative, the Cooperative shall give written notice of the indemnification or advance to the members with or before the notice of the next members' meeting. If the next member action is taken without a meeting at the instigation of the Board of Directors, such notice shall be given to the members at or before the time the first member signs a writing consenting to such action.

Section 10. Expenses as a Witness. The Cooperative may pay or reimburse expenses incurred by a director, officer, employee, fiduciary, or agent in connection with an appearance as a witness in a Proceeding at a time when he or she has not been made a named defendant or respondent in the Proceeding.

Section 11. Limitation of Liability. A director or officer is not liable in that capacity to the Cooperative or its members for any action he or she takes or omits to take as a director or office if, in connection with such action or omission, he or she performed the duties of the position in compliance with the provisions of Section 7-108-401, C.R.S., as applicable to such director or officer pursuant to Section 7-5-116, C.R.S. In addition, a director or officer shall have the benefit of the same limitations on personal liability for any injury to persons or property arising out of a tort as set forth in Section 7-108-402(2), C.R.S., and such shall not restrict other common-law protections and rights that a director or officer may have, or restrict the Association's right to eliminate or limit the personal liability of a director to the Cooperative or to its members for monetary damages for breach of fiduciary duty as a director as set forth in the Articles of Incorporation of the Cooperative.

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ARTICLE IX - WAIVER OF NOTICE

Whenever any notice whatsoever is required to be given under the provisions of these Bylaws, under the Articles of Incorporation or under the provisions of any applicable law waiver thereof in writing, signed by the person or persons entitled to such notice shall be deemed equivalent to the giving of such notice.

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ARTICLE X - FISCAL YEAR

The fiscal year of the Cooperative shall begin on the first day of January of each year and end on the thirty-first day of December in the same year.

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ARTICLE XI - SEAL
The Cooperative seal shall be in the form of a circle and shall have inscribed thereon the name of the Cooperative.

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ARTICLE XII - PROCEDURE
In the absence of any rules of order not prescribed by these Bylaws, the latest published edition of Robert's Rules of Order as designated by the Board of Directors from time to time shall govern at all meetings of the Board of Directors and the membership.

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ARTICLE XIII - AMENDMENTS
These Bylaws may be altered, amended, or repealed by a vote of a majority of the members present at any regular or special meeting at which there is a quorum in attendance provided the notice of such meeting shall have contained a copy of the proposed alteration, amendment, or repeal.

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