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<br />ARTICLE II. Board of Directors <br /> <br />2.1 Composition. There shall be a Chair and a Vice Chair on the board and such other <br /> <br /> <br />directors as required for the performance of duties. <br /> <br />2.2 Powers. The affairs of the Corporation shall be managed by the Board of Directors, <br /> <br />which may exercise all such powers of the corporation and do all such lawful acts and <br /> <br /> <br />things as are not. prohibited by statute, by the Articles of Incorporation of the <br /> <br /> <br />Corporation, or by these Bylaws. By illustration and without limitation, included among <br /> <br /> <br />the powers of the Board of Directors is the power to negotiate the purchase of electricity, <br /> <br /> <br />aid or act on behalf of the political subdivisions for which the corporation is created, <br />make contracts for the purchase of electricity, purchase electricity, and take any other <br />action necessary to purchase electricity for use in the public facilities or by the citizens of <br />the political subdivision or subdivisions represented by the Corporation; provided, <br />however, no Member shall be obligated under any such contract unless the Member <br /> <br />approves such contract. <br /> <br />2.3 Number. Tenure and Oualification. (a) Directors shall be elected to the Board at annual <br /> <br /> <br />meetings of the Members as hereinafter described from a slate presented by the Board <br /> <br /> <br />and from nominations by Members. Nominations for membership on the Board made by <br /> <br /> <br />Members shall not be considered at any meeting of the Members unless such nomination <br /> <br /> <br />has been presented in writing, signed by the Member or Members proposing the same, <br />1669\02\Draft Bylaws 2 <br />