EXHIBIT 3.2

                       CHUGACH ELECTRIC ASSOCIATION, INC.

                                     BYLAWS

                           (As Amended April 26, 2007)


                                    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 Repealed April 30, 1998.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;


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      (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


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      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.

                                   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 chairman of the board, or by a written request made to the
chairman  of the board and  signed  by not less  than ten  percent  (10%) of the
members. The resolution or request shall specify the


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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  of the  board 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 of the board 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.


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      (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.


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      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) The board of directors shall
appoint an election  committee by December 31st of each year, 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
election  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.

      (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 of the board
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 Chief Executive Officer
setting forth the attendance record of directors at regular and special


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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.


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      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.

                                   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;


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      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.


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      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.  The board of directors
shall  appoint a committee  on  nominations  by December  31st of each year,  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 of the board shall post such  nominations  at the same place where the
list of nominations made by the committee is posted.

      SECTION 5.  Appointment of Consultants  and Chief Executive  Officer.  The
board of directors may engage the services of consultants to advise it from time
to time as well as  appoint  a Chief  Executive  Officer.  The  Chief  Executive
Officer may be but shall not be required to be a member of the Association.  The
Chief  Executive  Officer  shall,  together  with such other  staff,  agents and
employees as he may select,  including such  non-statutory  officers as he shall
appoint,  perform  such  duties  and  exercise  such  authority  as the board of
directors may from time to time vest in him.

      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 of the
board 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


                                       10
<PAGE>

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
each day of 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 and for each day of necessary travel to and
from a meeting of the Board or other meeting while  officially  representing the
Association.  No  attendance  other than  regular or special  board or committee
meetings shall be reimbursed  unless  authorized in advance by the majority vote
of the board. 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 chairman of the board.  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.


                                       11
<PAGE>

                                    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 chairman of the board,  or by any three  directors,  and it
shall  thereupon  be the duty of the  secretary  of the board to cause notice of
such meetings to be given as hereinafter provided.  The chairman of the board or
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 of the board, or
upon default in duty by the secretary of the board, by the chairman of the board
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 of the board 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.


                                       12
<PAGE>

      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 chairman of
the board,  vice-chairman of the board,  secretary of the board and treasurer of
the board, and such other


                                       13
<PAGE>

officers as may be determined by the board of directors  from time to time.  The
offices of secretary of the board and  treasurer of the board 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 judgment the best interests of the Association will
be served thereby.

      SECTION 4. Chairman of the Board. The chairman of the board 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 chairman of
            the board and such other duties as may be prescribed by the board of
            directors from time to time.

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

      SECTION 6.  Secretary  of the Board.  The  secretary of the board 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


                                       14
<PAGE>

            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  of the board,  and such other duties as from time to time
            may be assigned by the board of directors.

      SECTION 7.  Treasurer  of the Board.  The  treasurer of the board 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  of the board 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  chairman  of the  board and  vice-chairman  of the board may not be
combined with any other office;  and,  provided  further,  nothing  herein shall
limit the right and duty of the vice-chairman of the board to perform the duties
of the  chairman  of the board in the event  that the  chairman  of the board 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 of the board
and treasurer of the board.

      SECTION 9. Bonds of Officers.  The  treasurer of the board,  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 or be  covered  by  insurance
procured by the  Association 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 or
be covered by insurance procured by the Association 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.


                                       15
<PAGE>

      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.

                                   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


                                       16
<PAGE>

      (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


                                       17
<PAGE>

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


                                       18
<PAGE>

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
that proposed  bylaw changes may be submitted to the Bylaws  Committee  shall be
given at least 90 days prior to the annual meeting election.

      SECTION 2.  Bylaws  Committee.  The board of  directors  shall  appoint by
December  31st of each year 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


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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;


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      (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:


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      (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.


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