RESTATED ARTICLES OF INCORPORATION OF NORTH CENTRAL ELECTRIC COOPERATIVE, INCORPORATED

We, the members of North Central Electric Cooperative, hereby adopt the following Restated Articles of Incorporation. The Restated Articles of Incorporation supersede all existing Articles of Incorporation and amendments thereto.

Article I. The name of the cooperative is: North Central Electric Cooperative, Incorporated.

Article II. The purpose or purposes for which the Cooperative is organized are to engage in rural electrification under Chapter 10-13 of the North Dakota Century Code and any other purpose authorized by federal or state law and all purposes authorized under Chapter 10-15 of the North Dakota Century Code. Article III. The Cooperative shall be managed by a Board of Directors, as defined in the Bylaws.

Article IV. The address of the principal office of the Cooperative shall be 538 11th Street West, Bottineau, County of Bottineau, North Dakota.

Article V. The duration of the Cooperative is perpetual. The Cooperative is organized without capital stock. If the Cooperative is ever dissolved, the assets of the Cooperative, after all debts are paid, shall be distributed to the members in the manner set forth in the bylaws.

Article VI. A person or entity may become a member as defined in the Bylaws.

Article VII. Section 1. The Board of Directors shall have power to make and adopt such rules, policies, and regulations, not inconsistent with these Articles of Incorporation or the Bylaws of the Cooperative, as it may deem advisable for the management, administration, and regulation of the business and affairs of the Cooperative. Section 2. The private property of the members of the Cooperative shall not be subject to the payment of, and no member shall be individually responsible for, corporate debts to any extent whatever.

Article VIII. The Cooperative may amend, alter, change, or repeal any provision contained in these Articles of Incorporation by the affirmative vote of a majority of the total number of members voting thereon at any regular or special meeting, provided the notice of such meeting shall have contained a copy of the proposed alteration, amendment, or repeal.

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