Summary of Changes to SVEC Bylaws

• Several technical amendments to account for new members in the Potomac Edison Acquired Area having become members through PE Territory Acquisition.
   
• A number of minor editorial changes updating terms used, changing term capitalization, better reflecting non-profit tax law terminology, clarifying application of rules as to joint memberships, etc.
   
• Providing that a member who fails to purchase power for six continuous months shall no longer be a member (reduced from one year).
   
• A number of changes concerning jurisdictional descriptions, needed to cover the changed areas served by the Cooperative after the Acquisition.
   
• Updated board of director bylaws to reflect the election in 2011 of directors from the Acquired Area.
   
• Made changes in anticipation of a board term re-staggering project, which is needed to even out numbers of vacancies each year.  (The board expects to implement the project in 2013.)
   
• Rewrote board qualifications bylaws for better clarity and simpler presentation.
   
• Provided for a two-member nominating committee if only one board vacancy is occurring at the Annual Meeting (this change was made effective immediately to accommodate the single vacancy occurring in 2012).
   
• Clarified that nomination petition signatures must be pen-on-paper signatures.
   
• Changed the lead time for nominating petitions before the Annual Meeting to 20 days (increased from 10 days). Also, the minimum number of member petitioners was increased to 250 (from 100), which is generally proportionate to the increase in the overall number of members resulting from the Acquisition.  
   
• Provided for optional electronic notice of changed board meeting dates and rewrote the notice section for better clarity and simpler presentation.
   
• Changed the notice period to 120 days for non-action by former members in cashing capital credit checks.  After an initial one-year period plus the additional notice period, the funds are treated as having been donated to the Cooperative.  (Increased from 60 days).  This revised time period tracks state law.
   
• Removed a redundant notice provision relating to encumbrance of substantially all Cooperative assets.
   
• Changed to a minimum of ten percent of members the petition requirement triggering a Cooperative obligation to mail to all members, member position statements contrary to the board’s view as to a sale of the Cooperative.  A special member meeting is still required for consideration of such a proposal.  No such sale is under consideration or anticipated.
   
• Included the text of a provision of the state law as to when a corporation can indemnify a director who has been sued over official duties.  The bylaws track state statutes and this change makes the bylaws completely reflect the statutory language.