Bylaws Article I

Article I

REQUIREMENTS OF MEMBERSHIP

SECTION 1. Requirements for Membership
Any natural person, firm, association, corporation, business trust, partnership, federal agency, state or political subdivision thereof, or any body politic (each referred to in these bylaws as person, applicant, his/her/it) may become a member in Powder River Energy Corporation (hereinafter called the Corporation) by:

(a) Signing an application for membership and electric service agreement on a form provided by the Corporation;
(b) Agreeing to purchase from the Corporation cooperative electric energy as hereinafter specified in Article I, Section 5; and
(c) Agreeing to comply with and be bound by the certificate of incorporation, the bylaws, rules and regulations, rate schedules and rate classifications as may be adopted or amended by the board of directors and the terms and conditions of the application for membership and electric service agreement.

SECTION 2. Membership Limitations
No member may hold more than one (1) membership in the Corporation and no membership in the Corporation shall be transferable, except as provided in these bylaws.

SECTION 3. Joint Membership
A husband and wife may apply for joint membership and, subject to compliance with the requirements set forth in Section 1 of this Article, may be accepted for membership. Joint membership shall be subject to, in addition to all other requirements imposed herein, the following conditions:

(a) The presence at a meeting of any one (1) person of the joint membership shall be regarded as the presence of one (1) member and shall have the effect of revoking a proxy executed by any one (1) person of the joint membership and shall constitute a joint waiver of notice of the meeting;
(b) The vote of any one (1) person of the joint membership separately shall constitute one (1) joint vote;
(c) A proxy executed by any one (1) person of the joint membership shall constitute one (1) joint proxy;
(d) A waiver of notice signed by any one (1) person of the joint membership shall constitute a joint waiver;
(e) Notice to any one (1) person of the joint membership shall constitute notice to all per- sons of the joint membership;
(f) Expulsion of any one (1) person of the joint membership shall terminate the joint mem- bership;
(g) Withdrawal of any one (1) person of the joint membership shall terminate the joint mem- bership;
(h) Any one (1) person of the joint membership may be elected or appointed as an officer or director provided the candidate for appointment or election meets all qualifications for the position.

SECTION 4. Representation by Corporations and Partnerships
A member firm, association, corporation, business trust, partnership, federal agency, state or political subdivision thereof, or any body politic may designate a voting representative to represent the member at all meetings. A designation shall be in writing and signed by a duly authorized representative of the member. The Corporation reserves the right, in the Corporation’s sole discretion, to reject any designation made pursuant to the terms and conditions of this article. No designated voting representative shall act and vote as representative for more than one member firm, association, corporation, business trust, partnership, federal agency, state or political subdivision thereof, or any body politic.

SECTION 5. Purchase of Electric Energy
Each member shall, as soon as electric energy shall be available, purchase from the Corporation all electric energy used on the premises specified in his/her/its application for membership and electric service agreement, and shall pay therefore at rates which shall be fixed by the board of directors. It is expressly understood all amounts paid for electric energy in excess of the cost of service are furnished by members as capital and each member shall be credited with the capital so furnished as provided by these bylaws. Each member shall pay to the Corporation a minimum amount regardless of the amount of electric energy consumed as shall be fixed by the board of directors. Each member shall also pay all amounts owed by him/her/it to the Corporation as and when the same shall become due and payable. Whenever the Corporation has evidence or determines that special or abnormal risks or conditions may be involved in providing service to a specific load or customer, the Corporation may require special terms, contract conditions, bonds, cash advances or deposits of such a nature as it may consider reasonably necessary for its’ protection against financial loss in connection with the special conditions or risks involved.

SECTION 6. Termination of Membership
Any member may withdraw from membership upon compliance with all terms and conditions as the board of directors may prescribe. The board of directors may, by the affirmative vote of not less than two-thirds (2/3) of all directors, expel any member who fails to comply with the certificate of incorporation, bylaws, all rules, regulations, rate schedules and rate classifications adopted by the board of directors, but only if the member shall have been given written notice by the Corporation that his/her/its failure makes him/her/ it liable to be expelled and such failure shall have continued for at least ten (10) days after notice was given. Notice shall be deemed to have been given when deposited in the United States mail prepaid to the address provided by the member in the signed application for membership and electric service agreement. Any expelled member may be reinstated by vote of the board of directors or by vote of the members at any annual or special meeting. The membership of a member who has ceased to purchase energy from the Corporation may be cancelled. A membership shall terminate upon the withdrawal, death, cessation of existence or expulsion of the member. Termination of membership in any manner shall not release a member or his/her/its estate from any debts due to the Corporation.

SECTION 7. Definition and Classifications
The Corporation may have one or more classes of members including, but not limited to, a Class C membership to allow Powder River Energy Corporation to become a wholesale power provider. If the board establishes more than one class of membership, it shall, by resolution, determine the definitions, types, qualifications and rights of each class and make the information readily available to the membership.