Pointe Coupee Electric Membership

“James ewing, jr al ewing bd president director brothers”

“The cooperative is a member owned cooperative.”

“The attached bylaw provisions are used to elect members of the governing body. Section 3. Voting districts. Beginning with the year 1988, the territory served by the cooperative shall be divided into seven (7) districts, each of which shall be represented by one director elected by the membership of each such district. The original seven (7) districts are set forth and designated on the maps, copies of which are attached hereto and made a part of these by-laws as exhibit "a". On a date specified by the board of directors, beginning in the year 1998, the board of directors shall provide for and schedule a separate election for the membership of each district with a director standing for election in such year, at a location within such district, for the purpose of electing a person from such district to represent that district on the board of directors of the cooperative. The terms of office of directors elected from each such district shall be as follows: (a) directors elected from districts nos. 1 and 7 shall serve for a three (3) year term beginning in january, 1988. (b) directors elected from districts nos. 2, 4 and 6 shall serve for a three (3) year term beginning in january, 1989. (c) directors elected from districts nos. 3 and 5 shall serve for a three (3) year term beginning in january, 1990. The current directors shall continue to serve until the expiration of their existing term or until their resignation at which time they may qualify and run for election from their repective district. The board of directors shall provide for similar elections in each district as the term of office of the director from that district expires or as otherwise provided in these by-laws. Such elections shall be decided by plurality vote. All directors elected shall serve for a term of three (3) years. All such subsequent elections shall be on a date specified by the board of directors. If less than a quorum votes at any district election, the current director representing such district shall automatically be declared re-elected, provided, however, that in the event the current director representing such district is not a candidate for re-election, the nominee of the nominating committee shall automatically be declared elected and the board of directors shall be notified that a quorum failed to vote. An independent certified public accountant shall be used to verify all election results. Section 4. Nominations. It shall be the duty of the board of directors to appoint, not less than sixty nor more than ninety days before the date of a district election of the members at which a director is to be selected, a committee on nominations composed of not less than three nor more than five members residing in said district. No member of the board of directors shall serve on such committee. The committee shall prepare and post at the principal office of the cooperative, at least thirty-five (35) days before the election, their recommendation for the director from that district. Any fifteen members acting together may make another nomination by petition not less than fifteen (15) days prior to the election and the secretary shall post such nominations at the same place where the nomination of the committee is posted. Nominations from the floor are prohibited. The date, time and place of any meeting of a committee on nominations so appointed by the board of directors of the cooperative shall be published in at least two issues of the official journal of each parish in which the cooperative is domiciled or provides service, not less than ten days prior to the meeting. In lieu of publication of official journals, such publication may be accomplished by the use of the monthly issue of the membership publication immediately preceding the meeting, mailed to all members of the cooperative. These are just excerpts and the full document may be obtained in person or by mail from the office of pointe coupee electric.”

“The by-laws may be adopted, amended, or repealed by members or the board of directors. However, only the members may amend the by-laws when the amendment concerns the dissolution of the cooperative or the sale, lease, or other disposition or encuumbrance of all or any substantial portion of property belonging to the cooperative. The board of directors shall not adopt any by-laws in conflict with the provisions of la. R.s. 12:414,418, or 421. In the event voting by mail is authorized in the by-laws, the board of directors is authorized to prescribe conditions necessary for voting by mail, including the percentage of members required to constitute a quorum. However, only the members may prescribe conditions in the by-laws for voting by mail or the constitution of a quorum when the provisions of the by-laws relate to the dissolution of the cooperative or the sale, lease, merger or other disposition or encumbrance of all or any substantial portion of property belonging to the cooperative.”

“Information is presented to the independent auditor by management for preparation of the form 990. A draft copy of the return is presented to the manager of finance and the general manager for review and approval. The draft return is then presented to the president of the governing board for review and final approval. Once approved the return is filed electronically.”

“The governing documents are available upon request. The financial statements are available at the company's website and at the annual member's meeting.”

“Increase in member contributions 40 accumulated other comprehensive income -653,297”