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Membership, on the Board, or on any committee of the Corporation. <br />Representative will serve until a successor is appointed. <br /> <br />Each <br /> <br />4.3 <br /> <br />~Withdrawal. Any Member may withdraw from participation in the activities of the <br />Corporation at any time upon thirty (30) days notice, whereupon it shall cease to be a <br />Member, shall cease to be entitled or obligated to participate in the activities of all <br />committees and subcommittees of the Board of Directors and shall have no further <br />obligations as a Member; provided, however, that if such notice is given more than thirty <br />(30) days after such Member's receipt of its statement of annual dues, fees and expenses <br />for a fiscal year, the Member shall be obligated to pay for the full fiscal year within <br /> <br />which such termination is effective. <br /> <br />4.4 <br /> <br />Votin~Voting rights are limited to Members. Until December 31, 2003 each <br />Member shall be entitled to one vote at any regular or special meeting of the Members <br />upon all matters of business, which vote or votes may be exercised in person or by mail <br />by a representative of the Member duly authorized in writing; provided, however, that <br />proxy and cumulative voting shall be prohibited. Thereafter, votes will be based upon the <br />proportionate aggregation electric load of the Members. <br /> <br />4.5 <br /> <br />Annual Meetings. The annual meeting of the Members shall be held at a time and on a <br />date selected by the Chair of the Board, with written notice to each Member, for the <br />purpose of electing Directors, receiving the annual report from the Board, and for the <br />transaction of such other business as may come before the meeting. If the day fixed for <br /> <br />1669\02~Draft Bylaws 13 <br /> <br /> <br />