Section 1. Annual Meeting.

The annual meeting of the members shall be held on the second Tuesday after the first Monday in August of each year, at such place within the service area of the Association as shall be designated by the Board of Directors in the notice of the meeting, for the purpose of electing Directors, receiving and passing upon reports covering the previous fiscal year, and transacting such other business as may properly come before the meeting. Any member who desires to present a matter for consideration at the annual meeting shall make a written request to the Manager to be placed on the agenda at least fifteen (15) days prior to the date of the annual meeting. Such request shall state the name, address, telephone number and signature of the member making the request, and shall state the substance of the request or issue to be presented and the reasons therefor. The Manager of the Association shall approve such request if the same is appropriate for consideration at the annual meeting, or if the matter is not appropriate for consideration at the annual meeting of the members, the Manager shall so notify the member and offer to place the matter on the agenda for the next regular meeting of the Board of Directors. Only business that is on the approved agenda will be considered at the annual meeting. If the day fixed for the annual meeting shall be a legal holiday, such meeting shall be held on the next succeeding business day. Failure to hold the annual meeting at the designated time shall not work a forfeiture or dissolution of the Association.

Section 2. Special Meetings.

Special Meetings of the members, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the Board of Directors or by any three (3) of the Directors, and shall be called by the President upon the written request of ten percent (10%) of all the members. Special meetings of the members may be held at any place within the service area of the Association, provided such place is specified in the notice of the special meeting. No business other than that specified in the notice of the special meeting shall be transacted at such special meeting.

Section 3. Notice of Meetings.

Written or printed notice stating the place, day and hour of the meeting, and in the case of a special meeting the purpose or purposes for which the meeting is called, shall be given by publication in a newspaper of general circulation in Alcorn County, Mississippi, for three (3) successive days, the third day of such publications being not more than seven (7) days, nor less than four (4) days before the date of said meeting. The failure of any member to receive notice of an annual or special meeting of the members shall not invalidate any action which may be taken by the members at any such meeting.

Section 4. Quorum.

At least one percent (1%) of the total number of members present in person or by proxy shall constitute a quorum for the transaction of business at all meetings of the members. If less than a quorum is present at any meeting, a majority of those present in person or by proxy may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present in person or by proxy, any business may be transacted which might have been transacted at the meeting as originally notified. The members present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum.

Section 5. Proxy.

At all meetings of the members, a member may vote by proxy executed in writing by the member for all matters to come before the meeting except for the election of Directors. Such proxy shall be filed with the Secretary, Acting Secretary or other designee of the Association before or at the time of the meeting. No proxy shall be valid after sixty (60) days from the date of such execution, unless otherwise provided in the proxy. The presence of a member at a meeting of the members shall revoke a proxy previously executed by him, and such member shall be entitled to vote at the meeting in the same manner and with the same effect as if he has not executed the proxy.

Section 6. Voting.

Except as otherwise provided in connection with the election of Directors, each active member shall be entitled to only one (1) vote upon each matter submitted to a vote at a meeting of the members. Either spouse, but only one (1), may vote a joint membership account. If an active account is held in more than one name, only one member named on the account may vote the account. If the account is held in the name of a corporate entity or business, the individual desiring to vote such account may be required to submit satisfactory evidence that the individual is authorized to vote for such entity. Members holding both an active residential account and a separate active commercial account may vote only one (1) residential vote and one (1) commercial vote for each matter under consideration, regardless of the number of residential or commercial accounts held in the name of such member. All questions shall be decided by a vote of a majority of the members voting thereon, except as otherwise provided by these By-Laws, the Articles of Incorporation, or the appropriate law. The manager may provide that voting be conducted through the use of electronic voting machines.

Section 7. Presiding Officer.

The President, or in his absence or inability to serve, the Vice President of the Board of Directors of the Association or a representative designated by the President, shall preside at all meetings of the members.