A Director or Director candidate must comply with this Bylaw.

1. Director Qualifications- General. To become and remain a Director, a Person must comply with the following general qualifications (“General Director Qualifications”):
   1. be an individual;
   2. have the capacity to enter legally binding contracts;
   3. not have been previously removed as a Director;
   4. while a Director, and before becoming a Director, not had a judgment of conviction entered against such individual or pled guilty, nolo contendere, or entered an “Alford Plea” to any felony or to any crime involving an offense against a person involving fraud or any crime of dishonesty, computer misuse, gambling, morals, weapons, financial matters of any kind, or other crimes which in the judgment of a majority of the current Board of Directors warrant disqualification; and
   5. except as otherwise provided by the Board for good cause, receive a Credentialed Cooperative Director designation, Director’s Certificate, or similar designation or certification from the National Rural Electric Cooperative Association within three years of becoming a Director;
   6. except as otherwise provided by the Board for good cause, attend at least five-sixths of all Board Meetings during each 12 month period; and
   7. be a member of and have received electric service from the Association for a consecutive period of at least two years immediately prior to the date of the Person’s election as a Director.
2. Director Qualifications- Membership. To become and remain a Director, an individual must comply with the following membership qualifications (“Membership  Director Qualifications”):
   1. while a Director and during the two years immediately before becoming a Director:
      1. be an unsuspended member; and
      2. permanently reside, and use electric energy provided by the Association, at a residence within the Director District from which the Director is nominated or appointed and elected.
3. Director Qualifications- Independence. To become and remain a Director, an individual must comply with the following independence qualifications (“Independence Director Qualifications”):
   1. annually complete and sign an independence certification and disclosure form approved by the Board;
   2. while a Director and during the five years immediately before becoming a Director, not be an employee of the Cooperative or an employee of an entity controlled by the Cooperative or in which the Cooperative owns a majority interest (“Cooperative Subsidiary”);
   3. while a Director and during the one year immediately before becoming a Director, not be an employee of an entity in which the Cooperative is a member or owner (“Cooperative Affiliate”);
   4. while a Director and during the five years immediately before becoming a Director, not have been a Director, officer, employee, or agent of a union or other entity representing, or seeking to represent, Cooperative employees regarding the terms and conditions of employment with the Cooperative;
   5. while a Director and during the one year immediately before becoming a Director, not receive or have a Close Relative that receives more than 10 percent of annual gross income, other than insurance or Director compensation (or retirement) income, directly or indirectly from the Cooperative, a Cooperative Subsidiary, a Cooperative Affiliate, or an employee of the Cooperative or a Cooperative Subsidiary;
   6. while a Director, not be a Close Relative of a Cooperative Official, Director or Cooperative employee;
   7. while a Director, not be employed by another Director, or be employed by, or receive more than 10 percent of annual gross income from, an entity for which another Director controls, owns more than 10 percent, or is a Director or officer; and
   8. while a Director and during the one year immediately before becoming a Director, not be employed full time (more than 1,000 hours per year) by, control, own more than 10 percent of, serve as a Director or officer of, or receive more than 10 percent of annual gross income from an entity that:
      1. employs more than one Director; or
      2. receives more than 10 percent of its annual gross income directly or indirectly from the Cooperative or a Cooperative Subsidiary or Cooperative Affiliate.
4. Director Disqualification. After being elected, designated, or appointed, if a Director does not comply with all General Director Qualifications, Membership Director Qualifications, and Independence Director Qualifications (collectively, “Director Qualifications”), then, except as otherwise provided by the Board for good cause, the Board shall disqualify the Director and the individual is no longer a Director if:
   1. the Board notifies the Director in writing or electronically of the basis for, and provides the Director an opportunity to comment regarding, the Board’s proposed disqualification; and
   2. within 10 days after the Board notifies the Director of the proposed disqualification, the Director neither complies with nor meets the Director Qualification.

If a majority of Directors authorized by these Bylaws complies with the Director Qualifications and approves a Board action, then the failure of a Director to comply with the Director Qualifications does not affect the Board action.