Article XI Miscellaneous

Section 1. Membership in Other Organizations.

The Cooperative shall not become a member of or purchase stock in any other organization without an affirmative vote of the members at a duly held meeting, the notice of which shall specify that action is to be taken upon such proposed membership or stock purchase, provided, however, that the Cooperative may upon the authorization of the board, purchase stock in or become a member of any corporation or organization organized on a non-profit basis for the purpose of engaging in or furthering the cause of rural electrification, utility service, and products, of any other corporation for the purpose of acquiring or disposing of electric utility products and facilities. Further, the Cooperative may upon the authorization of the board, form and hold subsidiaries or fractional interests therein, or participate in joint ventures, or engage otherwise in lawful business in accordance with the restated Articles of Incorporation of this Cooperative.

Section 2. Waiver of Notice.

Any member or board member may waive in writing any notice of a meeting required to be given by these bylaws. The attendance of a member or board member at any meeting shall constitute a waiver of notice of such meeting by such member or board member, except in case a member or board member shall attend a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting has not been lawfully called or convened.

Section 3. Policies, Rules, & 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 Cooperative.

Section 4. Accounting System & 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 generally acceptable accounting practices for a Cooperative. 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 Cooperative 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 persons who (a) desire such service and (b) meet all reasonable requirements established by the Cooperative.

Section 6. Indemnification.

The Cooperative may indemnify to the fullest extent permitted by Washington law any person who has been made, or is threatened to be made, a party to an action, suit, or proceeding, whether civil, criminal, administrative, investigative, or otherwise (including an action, suit or proceeding by or in the right of the Cooperative), by reason of the fact that the person is or was a director or officer of the Cooperative, or a fiduciary within the meaning of the Employee Retirement Income Security Act of 1974 with respect to an employee benefit plan of the Cooperative, or serves or served at the request of the Cooperative as a director, or as an officer, or as a fiduciary of an employee benefit plan, of another corporation, partnership, joint venture, trust or other enterprise. In addition, the Cooperative shall pay for or reimburse any expenses incurred by such persons who are parties to such proceedings, in advance of the final disposition of such proceedings, to the full extent permitted by Washington law.