CHUGACH ELECTRIC ASSOCIATION, INC.

                                     BYLAWS


                                    ARTICLE I

                                   MEMBERSHIP

     SECTION 1.  Requirements  for Membership.  Any person or other legally
recognized  entity,  body politic,  or subdivision thereof, shall become a
member of CHUGACH ELECTRIC ASSOCIATION, INC. by:

(a)  Making a written application for membership therein;

(b)  Agreeing to purchase from the Association electric energy as hereinafter
specified;

(c)  Agreeing to comply with, and be bound by, the articles of  incorporation
and bylaws of the  Association,  and any rules and regulations adopted by its
board of directors; and

(d)  Paying the membership fee hereinafter specified.

No person or entity may hold more than one membership in the Association, and no
membership in the Association shall be transferable, except as provided in these
bylaws.

     SECTION 2. Membership Certificates. Repealed April 30, 1998.

     SECTION 3. Joint Membership. A husband and wife may apply for a joint
membership and, subject to the compliance with the requirements set forth in
Section 1 of this Article, may be accepted for such membership. The term
"member" as used in these bylaws shall be deemed to include a husband and wife
holding a joint membership, and any provisions relating to the rights and
liabilities of membership shall apply equally with respect to the holders of a
joint membership. Without limiting the generality of the foregoing, the effect
of the hereinafter specified actions by, or in respect to, the holders of a
joint membership shall be as follows:

     (a) The presence at a meeting of either or both shall be regarded as the
         presence of one member and shall have the effect of constituting a
         joint waiver of notice of the meeting;

     (b) The vote of either separately, or both jointly, shall constitute one
         joint vote;

     (c) A waiver of notice signed by either or both shall constitute a joint
         waiver;

     (d) Notice to either shall constitute notice to both;

     (e) Expulsion of either shall terminate the joint membership;

     (f) Withdrawal of either shall terminate the joint membership;

     (g) Either, but not both, may be elected or appointed as an officer or
         director, provided that both meet the qualifications for such office.

     SECTION 4. Conversion of Membership. (a) A membership may be converted to a
joint membership upon the written request of the holder thereof, and the
agreement by such holder to comply with the articles of incorporation, bylaws,
and rules and regulations adopted by the board of directors. The membership
shall be reissued by the Association in such manner as shall indicate the
changed membership status.
     (b) Upon the death of a married member the surviving spouse shall succeed
to the membership. The membership shall be reissued in such manner as shall
indicate the changed membership status; provided, however, that the estate of
the deceased shall not be released from any debts due the Association.

     SECTION 5. Membership and Service Connection Fees. The non-refundable
membership fee shall be five dollars. Payment of the membership fee and
completion of a membership application are conditions of service. The board of
directors may also, as a condition of service, require the payment of a consumer
deposit or the furnishing of other acceptable security.

     SECTION 6. Purchase of Electric Energy. Each member may, as soon as
electric energy shall be available, purchase from the Association all electric
energy purchased for use on the premises specified in his application for
membership, unless the member is an electric public utility purchasing electric
energy for resale. Each member shall pay monthly at rates which shall from time
to time be fixed by the board of directors. The board of directors may limit the
amount of electric energy which the Association shall be required to furnish to
its member(s). Each member shall pay to the Association such minimum amount per
month, regardless of the electric energy consumed, as shall be fixed by the
board of directors from time to time. Each member shall also pay all amounts
owed by him to the Association as and when the same shall become due and
payable. Production or use of electric energy on such premises, regardless of
the source thereof, by means of facilities which shall be interconnected with
the Association's facilities, shall be subject to appropriate regulations as
shall be fixed from time to time by the Association.

     SECTION 7. Termination of Membership. (a) Any member of the Association may
withdraw from membership with written notice. Additionally, the Association may
expel any member who fails to comply with the Association's tariff and policies
provided such policies are consistent with state law and applicable regulatory
orders. Members subject to expulsion will be contacted in writing by the
Association and will have ten (10) days to comply with the Association's tariff
and policies. An expelled member may be reinstated by complying with the
Association's tariff and policies. The Association may also cancel membership if
the member:

     1)  has had a disconnect order active for thirty (30) days without signing
         a reconnect order; or

     2)  has been disconnected because of nonpayment of electric energy debts to
         the Association provided that this delinquency has continued for at
         least thirty (30) days after termination of service.

     (b) Upon the withdrawal, death, cessation of existence or expulsion of a
member, the membership of such member shall thereupon terminate, except as
provided in Article 1, Section 4. Termination of membership in any manner shall
not release a member or his estate from any debts due the Association.


                                   ARTICLE II

                        RIGHTS AND LIABILITIES OF MEMBERS

     SECTION 1. Property Interest of Members. Upon dissolution, after paying, or
discharging, or adequately providing for the payment or discharge of all its
debts, obligations and liabilities, other than those to patrons arising by
reason of their patronage, the Association shall distribute any remaining sums,
first to patrons for the pro rata return of all amounts standing to their credit
by reason of their patronage, and second, to members for the pro rata repayment
of membership fees. Any sums then remaining shall be distributed among its
members and former members in proportion to their patronage, except as
participation in such distribution may have been legally waived. In the event of
the lawful liquidation, through transfer or sale of all the property and assets
of the Association, the proceeds of such liquidation, transfer or sale shall be
distributed in the same manner as hereinabove provided for in the case of
dissolution.

     SECTION 2. Non-liability for Debts of the Association. The private property
of the members shall be exempt from execution or other liability for the debts
of the Association, and no members shall be liable or responsible for any debts
or liabilities of the Association.





<PAGE>


                                   ARTICLE III

                         MEMBERS, MEETINGS AND ELECTIONS

     SECTION 1. Annual Meeting. The annual meeting of the members shall be held
on such convenient date, on or after the 1st day of April, and on or before the
1st day of May of each year, at such place or building in the Municipality of
Anchorage, State of Alaska, as shall be designated by the board of directors in
the notice of meeting, for the purpose of electing directors, passing upon
reports for the previous fiscal year, and transacting such other business as may
come before the meeting. Failure to hold the annual meeting at the designated
time shall not work a forfeiture or dissolution of the Association.

     SECTION 2. Special Meetings. Special meetings of the members may be called
by resolution of the board of directors, or upon a written request signed by any
four directors to the president, or by a written request made to the president
and signed by not less than ten percent (10%) of the members. The resolution or
request shall specify the purpose of the meeting. All signatures for a request
of a special meeting by members shall be collected within the single ninety (90)
calendar day period immediately preceding the date on which signed requests are
first presented to the Association, and the board of directors shall establish
such policies as may be necessary and convenient to ensure compliance with this
provision. It shall thereupon be the duty of the secretary to cause notice of
such meeting to be given as hereinafter provided. Special meetings of the
members may be held at any place within the Municipality of Anchorage specified
in the notice of the special meeting.

     SECTION 3. Notice of Members' Meetings. Written notice stating the place,
day and hour and agenda of the annual meeting shall be delivered to each member
not less than thirty (30) or more than sixty (60) days before the date of the
meeting. Notice of a special meeting of the members, including but not limited
to a meeting where a merger or dissolution of the Association, or sale, lease,
or other disposition of more than fifteen percent (15%) of the Association's
total assets, less depreciation, as reflected on the books of the Association at
the time of the transaction, shall be delivered, together with notice of the
purpose for which the meeting is called, not less than ninety (90) or more than
one hundred twenty (120) days before the date of the meeting, with notice of a
public hearing on the proposed action to be held not less than sixty (60) days
before the meeting. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail, addressed to the member at his address as
it appears on the records of the Association, with postage thereon prepaid. The
failure of any member to receive notice of an annual or special meeting of the
members shall not invalidate any action which may be taken by the members at any
such meeting.

     SECTION 4. Waiver of Notice. Repealed April 23, 1986.

     SECTION 5. Quorum. Seven and one-half percent (7 1/2%) of all members of
the Association voting, including at least fifty (50) members present in person,
shall constitute a quorum for a regular or special meeting of the members. No
business shall be conducted at a regular or special meeting of the members
lacking a quorum, except for counting marked ballots as specified in this
Article III, Section 9(d) and announcing the results thereof. If a quorum is
lacking with respect to any meeting of the members, a majority of those present
in person may adjourn the meeting to another date and time no later than forty
five (45) days after the adjourned meeting at a place within the Municipality of
Anchorage, provided that the Secretary shall notify all members of the date,
time and place of such meeting by delivering notice thereof no later than ten
(10) days in advance of such meeting. At such meeting, the only business that
may be conducted is business that could lawfully have been conducted at the
originally scheduled meeting.

     SECTION 6. Voting. (a) Only members who have purchased electric energy or
received other services from the Association within the six (6) months preceding
the record date of the election shall be entitled to vote. Each such member
shall have only one vote upon each matter submitted to a vote at a meeting of
the members.
     (b) A non-natural member may designate an individual to vote on its behalf,
in accordance with the member's own procedures. The election committee may
require the designated individual to submit satisfactory written proof of his
designation, prior to his voting.
     (c) Members may vote by official ballot on all matters on which a vote of
the members is required or permitted under these bylaws. Voting may be in
person, by mail, or by such other means as allowed by law and as established by
the Association.
     (d) Except as otherwise required by law, the articles of incorporation, or
these bylaws, all questions to be submitted to a vote of the members shall be
decided by a vote of a majority of the members voting thereon at a meeting with
respect to which a quorum exists. For purposes of these bylaws, a ballot validly
returned by the deadline for return of ballots shall be considered to be a vote
at the meeting to which it relates.
     (e) Directors shall be elected by the plurality vote of the members voting
at a meeting with respect to which a quorum exists. Action to amend these bylaws
or to remove a director pursuant to Article IV, Sections 7 and 8 of these bylaws
may be taken only by the affirmative vote of a majority of those members voting
at a meeting with respect to which a quorum exists.
     (f) Any sale, lease, or other disposition of more than fifteen percent
(15%) of the Association's total assets, less depreciation, as reflected on the
books of the Association at the time of the transaction, must be approved by the
members pursuant to the provisions of Article IX, Section 1 of these bylaws.
     (g) A merger of the Association with any other cooperative, or with any
other entity to the extent permitted by applicable law, must be approved by the
affirmative vote of members constituting two-thirds (2/3) of the members voting
at a meeting with respect to which a quorum exists.

     SECTION 7. Record Date. To determine the members entitled to notice of a
meeting of the members or to vote on a matter that is to be submitted to a vote
of the members, or for any other proper purpose, the board of directors may fix
a date that occurs no more than thirty (30) days before the date of notice or
distribution of ballots as the record date for the determination. If a record
date is not fixed for the determination of members entitled to notice of a
meeting or to vote on a matter, the date on which notice of the meeting is first
transmitted shall be the record date. When a determination of members entitled
to vote at a meeting is made, the determination applies until the meeting is
adjourned sine die (without assigning a date for a future meeting). To determine
whether a person is a member for purposes of deciding whether a sufficient
number of members have signed a petition to hold a special meeting of members
for any purpose, the board of directors may fix a record date that occurs no
more than thirty (30) days before the date on which petitions are first received
by the Association. The record date fixed for the original meeting shall be the
record date for the adjourned meeting under Article III, Section 5.

     SECTION 8. Order of Business.  (a) The order of business at the annual
meeting of the members and,  insofar as possible, at all other meetings of the
members, shall be essentially as follows:

     1) Report on the number of members present in person in order to determine
the existence of a quorum.

     2)  Reading of the notice of the meeting and proof of the due publication
         thereof.

     3)  Reading of unapproved minutes of previous meetings of the members,
         making technical changes only to the minutes, and approval thereof.

     4)  Presentation and consideration of reports of officers, directors and
         committees.

     5)  Election of directors.

     6)  Unfinished business.

     7)  New business.

     8)  Adjournment.

     (b) Proposed amendments to the bylaws upon which voting is being conducted
by ballot may be discussed at the annual meeting, but shall not be treated as
being before the annual meeting for action, other than passage or defeat of the
proposed amendments. They may not be further amended or tabled by action of the
annual meeting.

     SECTION 9. Elections and Election Committee.

(a) At the beginning of each calendar year, and not less than ninety (90) days
prior to the annual meeting, the board of directors shall appoint an election
committee, as provided for in Article XV of these bylaws. The committee shall
consist of the master election judge, who shall chair the committee, and not
more than twelve election judges. This committee shall have the responsibility
for conducting all voting by secret ballot during the calendar year. The
election committee shall devise such procedures, and adopt such rules and
regulations, subject to the approval of the board of directors, as may be
reasonably necessary or convenient to the discharge of the election committee's
responsibilities. These responsibilities shall include, but are not limited to
(1) the registration of members at the annual or special meeting, and (2) the
obligation of insuring the fairness, impartiality, confidentiality, and
integrity of the voting process. The master elec- tion judge and election judges
shall be selected from the Association membership, with consideration for
geographical representation. In case of a vacancy, the board of directors shall
appoint an Association member to complete the unexpired term of the committee
member.


<PAGE>


     (b) The election committee shall cause the preparation of an official
ballot containing the names of the candidates for the office of director and the
proposed bylaw amendments. The ballot shall be designed with the position of
names of the candidates changed as many times as there are candidates. As nearly
as possible, an equal number of ballots shall be printed after each change. In
making the changes of position, the name of the candidate shall be taken and
placed at the bottom and the column moved up so that the name that before was
second is first after the change. After the ballots are printed, they shall be
placed in separate stacks, one stack for each change of position. The ballots
shall then be gathered by taking one from each stack, the intention being that
every other ballot in the accumulated stack of ballots shall have the names of
the candidates in a different position. The ballot shall also include a brief
description concerning the number of offices to be filled at the election and
the time, place, and method of voting. At least thirty (30) days prior to the
meeting, an official ballot shall be transmitted by the secretary to each member
with 1) a statement of the number of directors' seats to be filled, 2) the
candidates' names and election statements, 3) an explanation of any other
matters to be voted on by ballot, the proposed changes to the bylaws, with the
Bylaws Committee's comments and 4) a report covering the calendar year
immediately preceding the annual meeting prepared by the General Manager setting
forth the attendance record of directors at regular and special board meetings,
together with a summary setting forth the agenda business items voted and the
vote of each director. The candidates' statements:

     1)  Shall specify whether the candidate was nominated by the Nominating
         Committee or by petition.

     2)  Shall specify whether the candidate is:

         (i)      A member, officer, director, or employee of any union local
                  currently acting as a bargaining agent for Association
                  employees.

         (ii)     A person who has within the last two years had a financial
                  interest in a bid, proposal, project, or contract with
                  Chugach.

         (iii)    A spouse,  child,  brother,  sister,  parent,  stepparent,
                  stepchild or  stepsibling  of: a) any person included in
                  subparagraph (i) or (ii) above or b) an employee of the
                  Association.

     3) May include a photograph of the candidate, and a statement not to exceed
200 words. The election committee shall procure a post office box where all mail
ballots shall be received.
     (c) A member may vote in person at the annual or special meeting or by such
other means as allowed by law and established by the Association. All ballots
not cast in person must be received by the Association or its designee by 12:00
Noon three (3) calendar days prior to the annual or special meeting.
     (d) The election committee shall make proper arrangements to secure all
ballots before, during, and following the election. Marked ballots shall be
counted as soon after the close of balloting as may be reasonable under the
circumstances. The results thereof will be announced as soon as the count is
completed. Marked ballots will be retained and secured for a period of ninety
(90) days following the election, after which time they may be destroyed.
     (e) The election committee may employ such additional election clerks as
may be required to register members at the annual or special meeting, to assist
in the counting of the ballots and otherwise to ensure the efficient management
of the meeting and balloting. Each candidate for the office of director may have
a representative present during all times that ballots are being counted. The
decision of a majority of the election committee shall be conclusive with
respect to the eligibility of any person to vote and the validity of any ballot
cast.
     (f) A recount of votes cast for a director's seat may only be requested by
a candidate in that election. A request for a recount must be made in writing
and received by the Election Committee within 10 days of the close of balloting.
The recount will be done in the same manner as and by the same entity that
performed the original vote count. If the recount indicates that the candidate
requesting the recount has lost the election by more than 1 percent of the total
votes cast, then the cost of the recount shall be borne by the candidate. If the
recount indicates that the candidate requesting the recount has either won a
seat or lost by a margin of 1 percent or less, then the cost of the recount
shall be borne by the Association.
     A group of 10 or more members who voted in that election may request a
recount of the ballots for a bylaws change or ballot question. A request for a
recount must be made in writing and received by the Election Committee within 10
days of the close of balloting. The same provision for payment of the costs as
provided above shall prevail, with the voters who requested the recount paying
for the recount if the margin is greater than 1 percent, and the Association
bearing the expense if the margin is 1 percent or less.
     (g) In the event of a tie for an election of a director, a bylaws change or
a ballot question, a recount of the ballots shall be done. The Association shall
bear the cost of recounts in the event of a tie. If the recount confirms the
existence of a tie, then a run-off election shall be conducted by mail and by
such other means as may be established by the Association within 60 days of the
date the results of the recount are certified. The form and content of the
ballots shall comply with this Article III, Section 9(b). The run-off election
shall be conducted by the Election Committee. The provisions of this Article
III, Section 9(d), (e) and (f) shall apply.





<PAGE>


                                   ARTICLE IV

                                    DIRECTORS

     SECTION 1. General Powers. The management of the business and the affairs
of the Association shall be vested in a board of seven (7) directors who shall
exercise all of the powers of the Association, except such as are by law, the
articles of incorporation, or by these bylaws conferred upon or reserved to the
members.

     SECTION 2. Election and Tenure of Office. The persons named as directors in
the articles of incorporation shall compose the board of directors until their
successors shall have been elected and shall have qualified. Directors shall be
elected by secret ballot either mailed or cast in person at annual or special
meetings of the membership, by and from the members, to serve for a three-year
term, not to exceed three consecutive three year terms, until their successors
shall have been elected and qualify, provided that the terms of directors shall
be staggered so that one-third of the directors, or a number as close to
one-third as possible, shall be elected each year. The directors elected to fill
vacancies as provided in Article IV, Section 8 of these bylaws, shall serve only
for the unexpired portion of the term vacated. Where the remaining unexpired
terms to be filled are of different lengths, the longest term shall be given to
the director receiving the most votes. If the size of the board is subsequently
increased, the initial terms of the directors to fill the newly created seat or
seats shall be scheduled so that, as nearly as possible, an equal number of
terms expire each year. At each annual or special meeting, members shall be
elected to fill the seats on the board which become vacant as contemplated by
Article IV, Section 8 of these bylaws.

     SECTION 3. Qualifications. (a) A person shall be eligible to serve as a
director, who:

     1)  Has been a member and bona fide resident in the area served by the
         Association for 12 continuous months before appointment to the board,
         or the notice of the election;

     2)  Is not in any way employed by a competing enterprise, however, an
         employee of the Municipality of Anchorage who is not directly employed
         by Municipal Light and Power is eligible to serve if he or she has no
         fiduciary duties which in any way pertain to Municipal Light and Power;

     3)  Does not have a financial interest in a competing enterprise;

     4)  Is not a supplier, contractor, consultant, or other entity which does
         business with the Association or a person with more than a 10%
         ownership interest in a supplier, contractor, consultant, or other
         entity which does business with the Association, except for providers
         whose annual business with the Association does not exceed $25,000;

     5)  Is not an employee of the Association nor a member, officer, director,
         nor employee of any union local currently acting as a bargaining agent
         for Association employees;

     6)  Is not a person living in the same household with and financially
         interdependent upon any person included in paragraphs 2, 3, 4, and 5,
         above; and

     7)  Maintains i) his or her membership, ii) bona fide residency in the area
         served by the Association, and iii) a minimum of 12 continuous months
         of bona fide residency in the area served by the Association throughout
         his or her term of office.

     (b) An individual who is the authorized representative of a non-natural
entity (corporation, association or partnership, for example) which itself is
qualified under subsection (a) may become or remain a director if he is
qualified under subsections (a)(1), (2), (3), (4), (5), (6) and (7). If the
individual or the non-natural member fails to meet the prescribed
qualifications, or if the non-natural member changes its authorized
representative, the individual shall become subject to removal under subsection
(c), and the director's position shall become vacant, without power of
appointment by the non-natural member.
     (c) Upon establishment of the fact that a director is holding office in
violation of any of the foregoing provisions including the disclosure provisions
of Article III, Section 9(b), subsection (2), the board of directors shall
remove such director from office unless the basis for disqualification is
remedied within thirty (30) days of notice of disqualification by the board of
directors.
     (d) Directors are ineligible for employment by the Association for a period
of two (2) years after their term has expired.
     (e) "Bona fide resident" is hereby defined to mean: 1) a person whose
primary residence is in the area served by the Association, and who actually
lives at this primary residence with the intention to remain there permanently
or indefinitely and 2) a non-natural entity who chooses as their authorized
representative a person who is a "bona fide resident" as defined in 1).
     "Primary residence" shall mean the residence that is the chief or main
residence of the person and where the person actually lives for the most
substantial portion of the year. "Intention" shall mean the unequivocal
intention of the person as evidenced by that person's acts and words and by the
circumstances.

     Nothing contained in this section shall affect in any manner whatsoever the
validity of any action taken at any meeting of the board of directors.

     SECTION 4. Nominations. (a) Nominating Committee. It shall be the duty of
the board of directors to appoint, not less than one hundred and twenty days
before the dates of a meeting of the members at which directors are to be
elected, a committee on nominations, as provided for in Article XV of these
bylaws. The committee shall consist of not less than five nor more than seven
members, who shall be selected from different sections of the service area of
the Association as to insure equitable representation. No member of the board of
directors may serve on such committee. The committee shall seek qualified
candidates, as well as screen potential nominees. Public notice for nominations
shall be given ninety days prior to the meeting. The committee, keeping in mind
the principle of geographical representation, shall approve, prepare and post at
the principal office of the Association, at least seventy days before the
meeting, a list of nominations for directors, which may include a greater number
of candidates than are to be elected.
     (b) Petition. Any fifty or more members, acting together, may make other
nominations by petition not less than sixty days prior to the election, and the
secretary shall post such nominations at the same place where the list of
nominations made by the committee is posted.

     SECTION 5. General Manager and Financial Advisor. The board of directors
may appoint the following:

     (a) General Manager. The general manager may be but shall not be required
         to be a member of the Association. The general manager, together with
         such other staff, agents and employees as he may select shall perform
         such duties and shall exercise such authority as the board of directors
         may from time to time vest in him.

     (b) Financial  Advisor.  The Board, at its sole  discretion,  may engage
         the services of a financial  advisor, which may be used to advise on
         any and all fiscal  matters.  The  financial  advisor  shall  report to
         the board.

     SECTION 6. Policy, Rules and Regulations. The board of directors shall have
the power to make, adopt and enforce such policy, rules and regulations, not
inconsistent with law, the articles of incorporation, or these bylaws, as it may
deem advisable for the management of the affairs and business of the
Association, for the protection of its investment, and for the interest and
welfare of the members thereof. Such policy statements, rules and regulations
shall be in writing and shall be made available for review by the members.

     SECTION 7. Removal of Directors by Members. Any member may bring charges
against a director to remove such director for cause. "Cause" means that the
director has committed an act or omission materially and adversely affecting the
business of the Association, which amounts to criminal conduct, fraud, gross
negligence, failure to perform prescribed duties, or gross misconduct in office.
The charging member shall bring charges by filing with the secretary such
charges in writing, together with a petition signed by at least two percent (2%)
of members which requests the removal of such director by reason of the charges.
The charges set forth in the petition must specifically allege grounds which, if
true, would constitute cause for removal. The signatures of members on the
petition shall be acceptable only when affixed to a sheet on which the petition
and the relevant charges are fully set forth; and, provided further, that the
person who solicited the signatures affixed to such petition shall acknowledge
thereon before a person authorized to take acknowledgments of deeds that he had
read the petition and the said charges against such director to each of the
members prior to the latter subscribing their names thereto. All signatures on
petitions to remove a director shall be collected within the single ninety (90)
calendar day period immediately preceding the date on which petitions are first
presented to the Association, and the board of directors shall establish such
policies as may be necessary and convenient to ensure compliance with this
provision. A director who is the subject of such charges shall be informed in
writing of the charges promptly upon receipt of such petitions by the
Association. The director shall have an opportunity at a special hearing on the
proposed removal, to be heard in person, or by counsel, and to present evidence
in respect to the charges, and the member or members bringing the charges
against the director shall have the same opportunity. This special hearing to
present evidence and testimony shall occur before ballots are transmitted to
members for voting in connection with the special meeting at which the question
of removal shall be considered and voted upon by the members. The question of
the removal of such director shall be considered and voted upon at a meeting of
the members conducted in accordance with procedures established for regular
annual membership meetings. The question of removal shall be decided by the vote
of a majority of the members voting thereon at a meeting with respect to which a
quorum exists.

     SECTION 8. Vacancies. Any vacancy occurring in the board shall be filled by
the affirmative vote of the majority of the remaining directors, and the member
so appointed to the board shall serve until his successor has been elected. At
such election following the existence of such vacancy, the members shall elect
one of their number to serve as director during the unexpired portion of the
term vacated, subject, however to provisions of Article IV, Section 2, 3 and 4
of these bylaws.

     SECTION 9. Compensation. (a) Directors shall not receive any salary for
their services as directors, except that, by resolution of the board of
directors, a fixed fee and expenses of attendance, if any, may be allowed for
attendance at each meeting of the board of directors, or a meeting of a
committee thereof, or when a director is otherwise representing the Association
in an official capacity. No attendance other than regular or special board
meetings shall be reimbursed unless authorized in advance by the majority vote
of the board. The fixed fee shall not exceed $100.00 per meeting, and a director
may not be compensated for more than two regular board meetings per month, and
an additional 12 special board meetings per year. The total compensated meetings
shall not exceed 70 meetings per year for a director, and 85 meetings per year
for the president. The Association may not provide health insurance for
directors or their families, or insurance for risks except those incurred in
their capacity as directors.
     (b) Directors' expense reimbursement requests shall be reviewed and
approved by the majority vote of the board. Directors may not receive salaries
for their services as directors, and, except in emergencies, shall not receive
salaries for their services in any other capacity without the approval of the
members.


                                    ARTICLE V

                              MEETINGS OF DIRECTORS

     SECTION 1. Regular Meeting. A regular meeting of the board of directors
shall be held without notice immediately after, and at the same place as, the
annual meeting of the members. A regular meeting of the board of directors shall
also be held monthly at such time and place in the Municipality of Anchorage,
State of Alaska, as the board of directors may provide by resolution. Such
regular monthly meetings may be held without notice other than such resolution
fixing the time and place thereof except that the board shall cause notice of
the selection of the time and place of the regular meetings to be given to the
members promptly after it is selected.

     SECTION 2. Special Meetings. Special Meetings of the board of directors may
be called by the president, or by any three directors, and it shall thereupon be
the duty of the secretary to cause notice of such meetings to be given as
hereinafter provided. The president of the directors calling the meeting shall
fix the time and place, which shall be in the Municipality of Anchorage, State
of Alaska, for the holding of the meeting.
     Written notice of the time, place and purpose of any special meetings of
the board of directors shall be delivered to each director not less than three
days previous thereto, by or at the direction of the secretary, or upon default
in duty by the secretary, by the president or the directors calling the meeting.
If mailed, such notice shall be deemed to be delivered when deposited in the
United States mail, addressed to the director at his address as it appears on
the records of the Association, with postage thereon prepaid.

     SECTION 3. Quorum. A majority of the board of directors shall constitute a
quorum; provided, that if less than a majority of the directors are present at
said meeting, a majority of the directors present may adjourn the meeting from
time to time; and provided further, that the secretary shall notify any absent
directors of the time and place of such adjourned meeting. The act of the
majority of the directors present at the meeting at which a quorum is present
shall be the act of the board of directors. Each director present shall vote or
abstain on each motion. Each director shall disclose any financial interest of
the director or of a member of the director's immediate family in a matter
before the board.

     SECTION 4. Director Attendance. If a director is absent from three
consecutive regular board meetings or four regular board meetings, whether
consecutive or not, or from 25% of all meetings, including regular and special
meetings, board workshops, and committee meetings, in either of the two six
month periods described below, the director shall be deemed to have resigned
from the board of directors, and the vacancy thereby resulting will be filled as
provided in Article IV, Section 8, of these bylaws. For purposes of compliance
with this bylaw, attendance will be evaluated for two separate six month periods
beginning May 1st and November 1st of each year. A director who is absent on
Association business, including reasonable travel time to and from such
business, shall not be counted absent, provided such travel and absence was
approved in advance by the board. For purposes of this Section, an absence shall
not be counted if it is excused by a vote of a majority of the members of the
board not requesting the excuse at the next regular or special board meeting.
However, no more than two absences per director may be excused by the board in
either 6-month period.

     SECTION 5. Membership Attendance. (a) Regular meetings, special meetings
and work sessions shall be open to all Association members. The notice of such
meeting and an agenda shall be posted in a conspicuous place in the public
places of business of the Association not later than three days prior to the
meeting. The board of directors shall adopt a policy establishing additional
means of providing public notice of meetings.
     (b) No closed or executive sessions shall be held except to discuss:
     1)  Matters  the  immediate  knowledge  of which would  clearly  have an
         adverse  effect on the  Association's finances;

     2)  Subjects that tend to prejudice the reputation and character of a
         person; however, that person may request a public discussion;

     3)  Matters discussed with an attorney for the Association, the immediate
         knowledge of which could have an adverse effect on the Association's
         legal position.

     SECTION 6. Minutes. Minutes will be kept for all regular and special
meetings and shall include each director's vote on each matter voted upon by the
board of directors. Copies of the minutes shall promptly be given to Association
members upon request. The board of directors may prescribe a reasonable fee for
such copies provided such fee shall not exceed the actual labor and material
costs of reproduction. An electronic recording of all regular and special
meetings shall also be made and kept for at least one year; Association members
may request a transcription of the tape upon payment of the cost of
transcription by a court reporter service; members shall also be permitted to
listen to such tapes at the headquarters building.

     SECTION 7. Telephonic Board Meetings. For the purpose of the holding of any
regular or special meeting, the Board of Directors can validly conduct such
meeting by communicating with each other by means of conference telephones or
similar communications equipment as allowed by law. Telephonic attendance by
directors shall be permitted without limitation if the director is unable to
attend in person due to Association business provided the absence was approved
in advance by the board as provided under Article V, Section 4. Telephonic
attendance for reasons other than Association business shall be limited to 25%
of the meetings by any one director for the 6-month period beginning May 1 and
the 6-month period beginning November 1. For attendance evaluation, a director
is deemed absent from each meeting where the telephonic attendance limit was
exceeded. The amendments to this Bylaw will take effect May 1, 1997.


                                   ARTICLE VI

                                    OFFICERS

     SECTION 1. Number. The officers of the Association shall be a president,
vice-president, secretary and treasurer, and such other officers as may be
determined by the board of directors from time to time. The offices of secretary
and treasurer may be held by the same person.

     SECTION 2. Election and Term of Office. The officers shall be elected
annually by ballot, by and from the board of directors, at the meeting of the
board of directors held immediately after the annual meeting of the members. If
the election of officers shall not be held at such meeting, such election shall
be held as soon thereafter as conveniently may be. Each officer shall hold
office until the first meeting of the board of directors following the next
succeeding annual meeting of the members, or until his successor shall have been
elected and shall have qualified. A vacancy in any office shall be filled by the
board of directors for the unexpired portion of the term.

     SECTION 3. Removal of Officers and Agents by Directors. Any officer or
agent elected or appointed by the board of directors may be removed by the board
of directors whenever in its judgement the best interests of the Association
will be served thereby.

     SECTION 4. President. The president shall:

     (a) Be the principal executive officer of the Association and, unless
         otherwise determined by the members or the board of directors, shall
         preside at all meetings of the members and the board of directors;

     (b) Sign any deeds, mortgages, deeds of trust, notes, bonds, contracts or
         other instruments authorized by the board of directors to be executed,
         except in cases in which the signing and execution thereof shall be
         expressly delegated by the board of directors or these bylaws to some
         other officer or agent of the Association, or shall be required by law
         to be otherwise signed or executed; and

     (c) In general, perform all duties incident to the office of president and
         such other duties as may be prescribed by the board of directors from
         time to time.

     SECTION 5. Vice-President. In the absence of the president, or in the event
of his inability or refusal to act, the vice-president shall perform the duties
of the president, and when so acting, shall have all the powers of, and be
subject to all the restrictions upon, the president. The vice-president shall
also perform such duties as from time to time may be assigned to him by the
board of directors.

     SECTION 6. Secretary. The secretary shall be responsible for:

     (a) Keeping the minutes of the meetings of the members and of the board of
         directors;

     (b) Seeing that all notices are given in accordance with these bylaws, or
         as required by law;

     (c) The safekeeping of the corporate records and seal of the Association,
         and affixing the seal of the Association to all documents, the
         execution of which on behalf of the Association under its seal is duly
         authorized in accordance with the provisions of these bylaws;

     (d) Keeping a register of the names and post office addresses of all
         members;

     (e) Keeping on file at all times a complete copy of the articles of
         incorporation and bylaws of the Association containing all amendments
         thereto, which copy shall always be open to the inspection of any
         members, and at the expense of the Association, forwarding a copy of
         the bylaws and of all amendments thereto to each member on request; and

     (f) In general, performing all duties incident to the office of secretary,
         and such other duties as from time to time may be assigned by the board
         of directors.

     SECTION 7. Treasurer. The treasurer shall be responsible for:

     (a) Custody of all funds and securities of the Association;

     (b) The receipt of, and the issuance of receipts for, all moneys due and
         payable to the Association, and for the deposit of all such moneys in
         the name of the Association in such bank or banks as shall be selected
         in accordance with the provisions of these bylaws; and

     (c) In general, performing all the duties incident to the office of
         treasurer and such other duties as from time to time may be assigned by
         the board of directors.

     SECTION 8. Delegation of Duties. In the absence of an officer, or in the
event of his inability or refusal to act, the board of directors will appoint
one of their number to perform the duties of his office; provided that the
offices of president and vice-president may not be combined with any other
office; and, provided further, nothing herein shall limit the right and duty of
the vice-president to perform the duties of the president in the event that the
president is absent, is unable to act, or refuses to act. The board of directors
may provide for the delegation of one or more of the duties of the secretary and
treasurer.

     SECTION 9. Bonds of Officers. The treasurer, and any other officer or agent
of the Association charged with responsibility for the custody of any of its
funds or property, shall give bond in such sum, and with such surety, as the
board of directors shall determine. The board of directors, in its discretion,
may also require any other officer, agent or employee of the Association to give
bond in such amount and with such surety as it shall determine.

SECTION 10. Budget.  The Board of Directors shall review,  revise and approve an
annual operating budget prior to each fiscal year.

     SECTION 11. Reports. The officers of the Association shall submit, at each
annual meeting of the members, reports covering the business of the Association
for the previous fiscal year. Such reports shall set forth the condition of the
Association at the close of such fiscal year.





<PAGE>


                                   ARTICLE VII

                                PATRONAGE CAPITAL

     SECTION 1. Patronage Capital. The Association shall at all times be
operated on a cooperative, nonprofit basis for the mutual benefit of its
patrons. The Association's operations shall be so conducted that all patrons,
members and non-members alike, will through their patronage furnish capital for
the Association, subject to the provisions for sinking funds and reserves as
provided by Article VIII of these bylaws.
     In order to induce patronage and to assure that the Association will
operate on a nonprofit basis, the Association is obliged to account on a
patronage basis to all its patrons, members and non-members alike, for all
amounts received from the furnishing of electric energy in excess of operating
costs and expenses properly chargeable against the furnishing of electric
energy. All such amounts in excess of operating costs and expenses are received
with the understanding that they are furnished by the patrons, members and
non-members alike, as capital. The Association is obligated to pay all such
amounts in excess of operating costs and expenses to the patrons by credits to a
capital account for each patron. The books and records of the Association shall
be set up and kept in such a manner that at the end of each fiscal year the
amount of capital, if any, so furnished by each patron, is clearly reflected and
credited in an appropriate record to the capital account of each patron, and the
Association shall within a reasonable time after the close of the fiscal year
notify each patron of the amount of capital so credited to his account. All such
amounts credited to the capital account of any patron shall have the same status
as though they had been paid to the patron in cash in pursuance of a legal
obligation to do so, and the patron had then furnished the Association
corresponding amounts for capital. In the event of dissolution or liquidation of
the Association, after all outstanding indebtedness of the Association shall
have been paid, outstanding capital credits shall be retired without priority on
a pro rata basis before any payments are made on account of property rights of
members. If, at any time prior to dissolution or liquidation, the board of
directors shall determine that the financial condition of the Association will
not be impaired thereby, the capital then credited to patrons' accounts may be
retired in full or in part, according to policies adopted by the board. Capital
credited to the account of each patron shall be assignable only on the books of
the Association pursuant to written instructions from the assignor, and only to
successors in interest or successors in occupancy in all or a part of such
patron's premises served by the Association, unless the board of directors,
acting under policies of general application, shall determine otherwise. All
other amounts received by the Association from its operations in excess of costs
and expenses shall, insofar as permitted by law, be:

     (a) Used to offset any losses incurred during the current or any prior
         fiscal year; and

     (b) To the extent not needed for that purpose, allocated to its patrons on
         a patronage basis, and any amount so allocated shall be included as
         part of the capital credited to the accounts of patrons, as herein
         provided.

     Notwithstanding any other provisions of these bylaws, the board of
directors, at its discretion, shall have the power at any time, upon the death
of any patron, if the legal representative of his estate shall request in
writing that the capital credited to any such patron be retired prior to the
time such capital would otherwise be retired under the provisions of these
bylaws, to retire capital credited to any such patron immediately upon such
terms and conditions as the board of directors, acting under policies of general
application, and the legal representative of such patron's estate shall agree
upon, provided, however, that the financial condition of the Association will
not be impaired thereby.


                                  ARTICLE VIII

                        FISCAL MANAGEMENT AND ACCOUNTING

     SECTION 1. Revenues and Expenditures. The board of directors shall adopt
and maintain a system of accounting for receipts and expenditures in conformance
with the laws of the United States and of the State of Alaska applicable to
cooperative associations and corporations, which system shall at all times
provide the proper reserves for payments of interest and principal on
outstanding indebtedness, reserves for taxes, insurance, depreciation,
replacement of capital plant and facilities, and such other reserves and
accounts as the board of directors shall deem proper.

     SECTION 2. Accounting System and Reports. The accounting system adopted and
maintained by the board of directors shall conform to such rules and regulations
applicable to accounting systems, their establishment and operation, and which
may be established by any applicable laws, rules and regulations of the United
States, the State of Alaska, or any regulatory agency thereof of competent
jurisdiction. The board of directors shall also, after the close of each fiscal
year, cause to be made a full, complete and independent audit of the accounts,
books, and financial conditions of the Association as of the end of each fiscal
year. A reasonably comprehensive and easily understood summary of the audit
report shall be submitted to the members prior to each annual meeting.

     SECTION 3. Disclosure. Repealed April 25, 1996.


                                   ARTICLE IX

                             DISPOSITION OF PROPERTY

     SECTION 1. Disposition of Property. (a) The board of directors shall have
full power and authority to authorize the disposition of property of the
Association, or to authorize the execution and delivery of a mortgage or
mortgages, or a deed or deeds of trust, of any and all of the property, rights,
privileges, licenses, franchises and permits of the Association, whether
acquired or to be acquired, and wherever situated, as well as the revenues
therefrom, all upon such terms and conditions as the board of directors shall
determine, to secure any indebtedness of the Association.
     (b) The sale, lease, or other disposition of more than fifteen percent
(15%) of the Association's total assets, less depreciation, as reflected on the
books of the Association at the time of the transaction, must also be approved
by the affirmative vote of members constituting not less than two-thirds (2/3)
of the members voting where the number of members voting to approve the
transaction also constitutes a majority of all of the members of the
Association, except that if such a disposition is to another cooperative or to
the State of Alaska pursuant to Alaska Statutes Section 10.25.400, such
disposition must also be approved by a majority of those members voting on the
issue in an election in which at least ten percent (10%) of the members vote.


                                    ARTICLE X

                                      SEAL

     The corporate seal of the Association shall be in the form of a circle and
shall have inscribed thereon the name of the Association and the words
"Corporate Seal, State of Alaska."


                                   ARTICLE XI

                             FINANCIAL TRANSACTIONS

     SECTION 1. Contracts. Except as otherwise provided in these bylaws, the
board of directors may authorize any officer or officers, agent or agents, to
enter into any contract, or execute and deliver any instrument, in the name and
on behalf of the Association, and such authority may be general or confined to
specific instances.

     SECTION 2. Checks, Drafts, etc. All checks, drafts or other orders for the
payment of money, and all notes, bonds or other evidences of indebtedness issued
in the name of the Association, shall be signed by such officer or officers,
agent or agents, employee or employees of the Association, and in such manner,
as shall from time to time be determined by resolution of the board of
directors.

     SECTION 3. Deposits.  All funds of the  Association  shall be deposited
from time to time to the credit of the Association in such bank or banks as the
board of directors may select.

     SECTION 4. Fiscal  Year.  The fiscal year of the  Association  shall begin
on the first day of January of each year and shall end on the thirty-first day
of December of the same year.

     SECTION 5. Full and Open Competitive Bidding. It is deemed to be in the
best interest of the Association: to encourage and require full and open
competitive bidding of contracts; to take affirmative steps to insure that the
Association selects the lowest responsible bidder for its requirements from
among the broadest range of suppliers qualified by expertise and resources; and
to insure that responsible bidders are not excluded. These requirements shall
not apply in emergency matters, to professional service contracts, or (in the
discretion of the Association) to contracts reasonably expected to be less than
$50,000. The Directors shall require a review of the Association's bidding
procedures and qualifications and shall take such actions as may be in the best
interests of the Association as determined herein.

Within thirty (30) months of the passage of this Section 5, the Board of
Directors shall have fully implemented the provisions of this Section 5.


                                   ARTICLE XII

                                  MISCELLANEOUS

     SECTION 1. Membership in Other Organizations. The Association may, with the
approval of the Board of Directors, become a partner, member, shareholder or
holder of any other interest in any entity engaging in any lawful business.

     SECTION 2. Waiver of Notice. Any member or director may waive in writing
any notice of a meeting required to be given by these bylaws. The attendance of
a member or director at any meeting shall constitute a waiver of notice of the
meeting, unless the person participates in the meeting solely for the express
purpose of objecting to the transaction of any business on the ground that the
meeting has not been lawfully called or convened.

     SECTION 3.  Interpretation.  Wherever the masculine  gender is used in
these bylaws it shall be construed also to refer to the feminine.


                                  ARTICLE XIII

                                   AMENDMENTS

     SECTION 1. Notice. These bylaws may be altered, amended or repealed by the
members at any regular or special meeting, or by ballot as provided for in
Article III, Section 9, provided the notice of such meeting shall have contained
a copy of the proposed alteration, amendment or repeal. Notice to the membership
shall be given ninety days prior to the annual meeting election for submission
of recommended bylaw changes.

     SECTION 2. Bylaws Committee. It shall be the duty of the board of directors
to appoint, not later than December 15th of each year, members to a committee on
bylaws, as provided in Article XV of these bylaws. The committee shall consist
of not less than five nor more than seven members, who shall be selected from
different sections of the service area of the Association so as to insure
equitable representation. No member of the board of directors may serve on such
a committee. The committee shall review the bylaws of the Association, consider
any recommendations for revisions thereof which may be made by the board of
directors or any member, and report their recommendations concerning the bylaws
to the annual membership meeting. Nothing herein shall be interpreted to limit
the authority of the board of directors to propose changes in the bylaws, or the
right of the members to call a special meeting for any proper purpose pursuant
to Article III, Section 2, herein.


                                   ARTICLE XIV

                                ADVISORY COUNCIL

     SECTION 1. Member  Advisory  Council.  The board of  directors  shall
create and  establish a Member  Advisory Council to advise the board.

     SECTION 2. General Duties. It shall be the duty of the board of directors
to appoint members to the advisory council, as provided in Article XV. Members
shall be selected from different sections of the service area to the Association
so as to insure equitable representation.


                                   ARTICLE XV

                         STANDING AND AD HOC COMMITTEES

     SECTION 1. General. This section shall apply to standing and ad hoc
committees which may from time to time be appointed by the board. Standing
committees include: the Election Committee, as provided for in Article III,
Section 9; the Nominating Committee, as provided for in Article IV, Section 4;
the Bylaws Committee, as provided for in Article XIII, Section 2; and the Member
Advisory Council, as provided for in Article XIV.

     SECTION 2.  Compensation.  Members of standing and ad hoc committees shall
receive no compensation or gratuity for their participation in the affairs of
the Association.

     SECTION 3. Terms. The terms of standing committee members shall be for no
more than three (3) years and be staggered so that, as nearly as possible,
one-third shall expire each year.

     SECTION 4. Membership. In order to be fairly representative of the
Association's diverse membership, it is preferable that standing and ad hoc
committees be comprised of members who reflect that diversity. Toward that end,
the selection process shall include consideration of the member's occupation,
education, experience, geographical area in which service is provided by the
Association, and type of service provided by the Association. A person is
eligible to serve on such committees provided that such person is not:

(a)  an employee or director of the Association;

(b)  a director,  officer or employee of any union local  currently  acting as a
     bargaining  agent for  Association employees;

(c)  a person employed by a competing enterprise, however, an employee of the
     Municipality of Anchorage who is not directly employed by Municipal Light
     and Power is eligible to serve if he or she has no fiduciary duties which
     in any way pertain to Municipal Light and Power;

(d)  a person having a financial interest in a competing enterprise;

(e)  a supplier, contractor, consultant or other entity which does business with
     the Association or a person with more than a 20% ownership interest in a
     supplier, contractor, consultant or other entity which does business with
     the Association except for providers whose actual business with the
     Association does not exceed $50,000; or

(f)  a person living in the same household with and financially interdependent
     upon any of the persons listed in (a) through (e), above.

     SECTION 5. Vacancy. In the case of a vacancy, the board of directors shall
appoint an Association member in accordance with the provisions of this Article
to complete the unexpired term of a committee member.


                                   ARTICLE XVI

                                 INDEMNIFICATION

     The Association shall indemnify and defend directors, officers, employees
or agents of the Association who are, or are threatened to be made, parties to
civil, criminal or administrative proceedings, for expenses (including
attorneys' fees), judgments, fines and settlements, actually and reasonably
incurred, if the acts complained of were performed within the scope of the
director's, officer's, employee's or agent's duties, and the director, officer,
employee or agent acted in good faith and in a manner he reasonably believed
should be in, or not opposed to, the best interests of the Association, and,
with respect to a criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. The Association may purchase and maintain
insurance to provide for such indemnification and defense.


                                  ARTICLE XVII

                          MEMBER ACCESS TO INFORMATION

     SECTION 1. Access Rights. The rights of the members to examine and make
copies of the books and records of the Association at a reasonable time and for
a proper purpose in accordance with Alaska Statutes shall not be infringed. The
following information is deemed to be requested for a proper purpose without any
showing whatsoever and shall be made available to members on request of a
member.

     (a) Names and mailing  addresses of Association  members when requested by
a candidate running for election to the Association Board;

     (b) Salary, title, job classification and position description, benefits,
leave accrued and cashed-in, and hours worked, but not employee name, for each
employee position in the Association;

     (c) Collective bargaining agreements of any kind to which the Association
is a party;

     (d) Published information which shall include:

     1)  Documents provided to any regulatory authority including, but not
         limited to the Regulatory Commission of Alaska (RCA), Federal Energy
         Regulatory Commission (FERC) and Securities and Exchange Commission
         (SEC) filings,

     2)  Documents provided in open session to the Board of Directors or
         Association committees, including but not limited to budget documents,
         feasibility studies, audits or cost effectiveness studies,
         correspondence between the Association and third parties and minutes of
         Board of Directors or Association committee meetings.

     SECTION 2.  Charges.  The  Association  may charge no more than the actual
incremental  cost of producing the above information.

     SECTION 3. Policies and Procedures. Nothing in this Article XVII prevents
the Association from allowing for additional disclosure of Association
information or from developing other rules for disclosure and payment therefor
by policy or procedure provided that the policy or procedure shall in no way
restrict the disclosure required in this Article XVII.