ARTICLE V

Meetings of Directors

SECTION 1. Regular Meetings
At least once each month, a regular meeting of the Board shall be held at such time and place in or near Fairbanks, Alaska, as the Board may provide by resolution. Such regular meetings may be held without notice other than such resolution fixing the time and place thereof; however, changes in the scheduling of regular meetings shall be published in a newspaper of general circulation distributed in the Cooperative's service area, not less than two days before the date on which the meeting is to be held. Attendance of Board members by telephone is permitted if a director is traveling outside the service area on the Cooperative's business.

SECTION 2. Special Meetings
Special meetings of the Board may be called by the Chairman of the Board or by any three directors, and it shall be the duty of the Secretary of the Board to cause notice of such meetings to be given. The Chairman of the Board or the directors calling the meeting shall fix the time and place for the holding of the meeting. Attendance of Board members by telephone is permitted at special meetings.

SECTION 3. Notice of Special Meetings
Notice of the time, place and purpose of any special meeting of the Board shall be delivered personally to each director, by telephone, telefax, or otherwise, not less than twenty-four hours previous thereto by or at the direction of the Secretary of the Board, or upon a default in duty by the Secretary of the Board, by or at the direction of the Chairman of the Board or the directors calling the meeting.

SECTION 4. Quorum
A majority of the directors shall constitute a quorum, provided that if less than a majority of the directors is present at a meeting a majority of the directors present may adjourn the meeting from time to time; and provided further, that the Secretary of the Board shall cause to be notified any absent directors of the time and place of such adjourned meeting. Subject to the provisions of SECTION 6 of this ARTICLE V, the act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board.

SECTION 5. Rules of Order
Meetings of the Board shall be conducted in accordance with rules of order specified by the Rural Utilities Service in REA Bulletin 101-2.

SECTION 6. Policies
Policies of the Board may be adopted, modified or rescinded only by the vote of a majority of all the directors.