NOMINATE

Section 4.5 Qualifications To Be Nominated, To Become, Or To Remain A Director

No person shall be eligible to be nominated, elected, and remain a Director of the Cooperative who:

1. Is not a member of the Cooperative, residing in the geographic area from which he or she is elected for more than two hundred and forty (240) days during the last twelve (12) month period.

2. Is an employee or a former employee of the Cooperative or is in any manner employed by or in any material way financially interested in a competing enterprise or a business engaged in selling communication products or services. The Board may, by general rule or in particular circumstances, determine which interests in a competing enterprise are material.

3. Is closely related to an incumbent Director or an employee of the Cooperative. As used here, “closely related” means a person who is related to the principal person by consanguinity or affinity, to the second degree or less – that is, a person who is either a spouse, child, grandparent, parent, brother, sister, aunt, uncle, nephew, or niece, by blood or in law, of the principal. However, no incumbent Director shall lose eligibility to remain a Director or to be reelected as a Director if he or she becomes a close relative of another incumbent Director or of a Cooperative employee because of a marriage to which he or she was not a party; neither shall an employee lose eligibility to continue in the employment of the Cooperative if he or she becomes a close relative of a Director because of a marriage to which he or she was not a party.

4. Is or becomes the full-time employee, or agent of, or who is or becomes the full-time employer or principal of, another Director or any entity controlled by another Director.

5. Is absent without being excused by the Board from three (3) or more regular meetings of the Board of Directors during any twelve (12) month period.

6. Notwithstanding the foregoing, the Cooperative shall adopt a written policy which will govern the application in practice of this By-Law section to assure no employee will suffer unjust or unreasonable discrimination because of marital status.

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. Nothing contained in this Section shall affect, in any manner whatsoever, the validity of any action taken at any meetings of the Board.