NOTICE OF PROPOSED AMENDMENTS TO BYLAWS OF YORK ELECTRIC COOPERATIVE TO BE OFFERED AT THE MAY 13, 2006 ANNUAL MEETING OF THE MEMBERS OF THE YORK ELECTRIC COOPERATIVE, INC.

YOU ARE HEREBY NOTIFIED that the following amendments to the Bylaws of York Electric Cooperative, Inc. will be proposed and offered for adoption at the annual business meeting of members of York Electric Cooperative, Inc. to be held on May 13, 2006 at the Cooperative's headquarters, located at 1385 East Alexander Love Highway, York, South Carolina.

Resolved that Section 2.05, Effect of Termination, of the Bylaws of York Electric Cooperative, Inc. be amended by deleting the first sentence of Section 2.05 and substituting the following in lieu thereof:

Upon the termination in any manner of a person's membership, he or his estate, as the case may be, shall be entitled to refund of his membership fee if such refund does not impair the financial condition of the Cooperative (and to his service security deposit, if any, theretofore paid the Cooperative), less the amounts due the Cooperative; but neither he nor his estate, as the case may be, shall be released from any debts or other obligations then remaining due the Cooperative.

The remaining provisions of Section 2.05 of the Bylaws of York Electric Cooperative shall remain unchanged.

Resolved that Section 3.01 of the Bylaws of York Electric Cooperative, Inc., Annual Meetings, be amended by deleting said section in its entirety and substituting the following in lieu thereof:

For the purposes of electing Trustees, hearing and passing upon reports covering the previous fiscal year, and transacting such other business as may properly come before the meeting, the annual meeting of the members shall be held in May of each year at such place in one of the counties in which the Cooperative operates, and beginning at such hour, as the Board shall from year to year fix; PROVIDED, for cause sufficient to it, the Board may fix a different date for such annual meeting. It shall be the responsibility of the Board to make adequate plans and preparations for and to encourage member attendance at the annual meeting and any special meeting. Failure to hold the annual meeting at the designated time and place shall not work a forfeiture or dissolution of the Cooperative.

Resolved that Section 3.03, Notice of Member Meetings, of the Bylaws of York Electric Cooperative, Inc. be amended by deleting the first sentence thereof and substituting the following in lieu thereof:

Section 3.03 Notice of Member Meetings.

Written or printed notice of the place, day and hour of the meeting and, in the case of a special meeting or of an annual meeting at which business requiring special notice is to be transacted, the purpose or purposes of the meeting shall be delivered to each member not less than ten (10) days nor more than sixty (60) days before the date of the meeting, either personally or by mail, by or at the direction of the Secretary (or, in the case of a special meeting, at the direction of those calling the meeting).

The remaining provisions of Section 3.03 of the Bylaws shall remain unchanged.

Resolved that Section 3.06, Credentials and Election Committee, of the Bylaws of York Electric Cooperative, Inc. be amended by deleting the first sentence thereof and substituting the following:

Section 3.06 Credentials and Election Committee.

The Board shall, not less than sixty (60) days nor more than one hundred twenty (120) days appoint a Credentials and Election Committee. The remaining provisions of Section 3.06 of the Bylaws shall remain unchanged.

Resolved that Section 4.06, Nominations, of the Bylaws of York Electric Cooperative be amended by deleting said section in its entirety and substituting the following in lieu thereof:

Section 4.06 Nominations

It shall be the duty of the Board to appoint, not less than sixty (60) nor more than one hundred twenty (120) days prior to the date of a meeting of the members at which Trustees are to be elected, a Nominating Committee, consisting of nine (9) members of the Cooperative, one being from each District, who shall be selected so as to give equitable representation on the Committee to geographical Districts served by the Cooperative, and who are not existing Cooperative employees, agents, officers, Trustees or known candidates for Trustees, who are not close relatives or members of the same household thereof, and who are so selected that each of the Cooperative's Trustee Districts shall have representation thereon in proportion to the number of authorized Trustees from or with respect to such District. The Committee shall nominate one member for each vacancy on the Board of Trustees and shall prepare and post at the principal office of the Cooperative at least forty-five (45) days before the meeting a list of nominations for Trustees to be elected, listing separately the nominee(s) for each Trusteeship and Trustee District from or with respect to which a Trustee must, pursuant to this Article, be elected at the meeting. The Committee may include as many nominees for any Trustee to be elected from or with respect to any Trustee District as it deems desirable. Not less than sixty (60) days prior to the meeting additional nominations may be made by one hundred (100) or more members of the Cooperative in writing over their signatures, listing their nominee(s) in like manner, and the Secretary shall post such nominations at the same place where the list of nominations made by the Committee is posted. The secretary shall mail to the members with the notice of the meeting, or separately, but at least ten (10) days prior to the date of the meeting, a complete statement of the names and addresses of all nominees for each Trustee District from or with respect to which one or more Trustees must be elected, showing clearly those nominated by the Committee and those nominated by written petition, if any. Additional nominations from the floor shall not be allowed; PROVIDED, if any person previously nominated by the Committee has been determined to be disqualified and ineligible for election, or has died or is otherwise incapable of serving as a Trustee, or has declined so to serve, additional nominations may be made from the floor.

Resolved that Section 4.14, Subscription to Living in South Carolina, of the Bylaws of York Electric Cooperative, Inc. be amended by deleting said section in its entirety and substituting the following in lieu thereof:

Section 4.14. Subscription to Living in South Carolina.

For the purpose of disseminating information devoted to the economical, effective and conservative use of electric energy, the Board shall be empowered, on behalf of and for circulation to the members periodically, to subscribe to Living in South Carolina, or any successor publication and, if the Board so elects, a Cooperative Newsletter insert therein covering local activities and operations of the Cooperative. The annual subscription price for such publication shall be deducted from any funds accruing in favor of such members, so as to reduce such funds in the same manner as would any other expense of the Cooperative.

For a print copy, see the April 2006 issue of Living in South Carolina.

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