PROPOSED CHANGES TO BY-LAWS

NOTICE TO ALL MEMBERS OF TRICO ELECTRIC COOPERATIVE, INC. The following amendments to the By-Laws of Trico Electric Cooperative, Inc. were adopted by the Board of Directors of the corporation at a regular meeting of the Board held on May 1, 2017 in accordance with the provisions of Article XII, Section 3 of the By-Laws: (1)      Article I, Membership amended to read as follows: Section 4. Joint Membership. A legally married couple may hold a joint Membership. The term “Member” as used in these By-Laws shall be deemed to include a legally married couple holding a joint Membership, and all provisions of these By-Laws shall apply equally with the holders of a joint Membership. Without limiting the generality of the foregoing, the effect of the hereinafter specified actions by or in respect to the holders of a joint membership shall be as follows:

(a)    The presence at a meeting of either or both shall be regarded as the presence of one Member.

(b)    The vote of either separately or jointly shall constitute one joint vote.

(c)   A waiver of notice signed by either or both shall constitute a joint waiver.

(d)    Notice to either shall constitute notice to both.

(e)    Withdrawal of either shall lapse the joint membership.

(f)    Either, but not both, may be elected or appointed as an officer or Director, provided that the qualifications for such office are met.

(2)     Article IV, Meetings of Members amendment added the following:

Section 8.    Rules of Order/Parliamentary Procedure. The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Annual Meeting of Members in all cases to which they are applicable and in which they are not inconsistent with these By-Laws and any special rules of order the Board of Directors may adopt. Upon request of any Director, any motions or resolutions offered at any Annual Meeting of Members shall be furnished to the Secretary, writing, before the question is put. The President of the Board of Directors shall preside at the Annual Meeting of Members, and shall be entitled to vote and participate in debate on all questions and motions.

Article XII, Section 3 of the By-Laws provides in part:

“….within seventy-five (75) days after the Board of Directors has duly….amended any provisions of the By-Laws, it shall cause each Member to be noticed of a summary thereof settling forth the essential provisions thereof by mail or in an official publication of the corporation….. Ten (10) percent of the entire Membership within eighty-five (85) days after any … amendment of any provision of the By-Laws by the Board of Directors, may petition in writing for a reference vote of disapproval thereof by the Members. The Board of Directors shall thereupon cause to be held, after fifteen (15) days previous notice by mail to each Member, an election at such place in Pima County, Arizona, as shall be designated in the notice, to which election any referred…. amendment shall be submitted for consideration. If three-fourths (3/4) of all the Members in the entire service area of the corporation affirmatively disapprove the same, such measure shall be declared ineffective by the Board…..”