Article VIII: Disposition of Property

Except in the case of a merger or consolidation with an entity organized and operating under the Indiana REMC Act, and except by way of a mortgage or pledge approved by a majority of the directors, the Cooperative may not sell, lease, exchange or otherwise dispose of, all or substantially all of the property of the Cooperative unless each of the following conditions is met:

a. 2/3rd of all directors affirmatively authorized the submission of the proposed transfer to the membership;

b. Any hostile or unsolicited tender offer for the transfer of more than 20% of the assets may NOT be considered if it does not include all or substantially all of the system;

c. Notwithstanding any article, bylaw, resolution or practice that has ever been utilized by this Cooperative to the contrary, proxy votes, write-in votes, and absentee ballots may not be utilized to establish a quorum for either the board of directors or the membership, for consideration or for counting in any voting of the board of directors or the membership in any consideration of a transfer of all or substantially all of its property;

d. No hostile or unsolicited tender offer for the transfer of all or substantially all of the assets of the Cooperative may be presented for approval to the membership unless a 180 day period following the affirmative 2/3rd approval of the board of directors has expired;

e. The term “board of directors” in this Article means those directors who are incumbent board of directors at the time the offer is tendered;

f. An offer for the purchase of all or substantially all the assets of the Cooperative must include an assumption of all contractual obligations of the Cooperative, specifically including the total power requirements contract the cooperative has with Hoosier Energy REC, Inc.;

g. The transfer of all or substantially all of the assets of the Cooperative shall be authorized by a resolution duly adopted at a meeting of its members duly called and held where a quorum was established of 50% of the members in person and where the resolution approving the transfer shall have received the affirmative vote of at least 50% of all the members; and

h. The same shall be approved by the Indiana Utility Regulatory Commission.

i. The board of directors of the Cooperative shall have full power and authority, without authorization by the members, to authorize the execution and delivery of a mortgage, or mortgages, or a deed or deeds of trust of, or the pledging or encumbering of, any or all of the property, assets, rights, privileges, licenses, franchises and permits of the Cooperative, whether acquired or to be acquired and wherever situated, as well as the revenues therefrom, for the purpose of financing the construction or maintenance of the Cooperative’s distribution system and for general plant as defined in the uniform system of accounts prescribed by a regulatory body having jurisdiction, or if none, by its primary secured lender, all upon such terms and conditions as the board of directors shall determine, to secure any indebtedness of the Cooperative to the United States of America or any agency or instrumentality thereof or to any financial institution.

j. This Article may not be amended except upon 2/3rd affirmative vote of the board of directors.