Chugach Electric Association, Inc. is a cooperative, owned by its more than
54,300 members. These bylaws are the framework of the organization.

As a member,  you are entitled to vote for the  directors who oversee  Chugach.
Directors are elected each spring in conjunction with the cooperative's  annual
meeting. At the same time members vote on any proposed
changes to these bylaws.

Proposed bylaw amendments may be submitted to:


                                Bylaws Committee
                           c/o Chugach General Counsel
                                P. O. Box 196300
                              5601 Minnesota Drive
                          Anchorage, Alaska 99519-6300





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                       CHUGACH ELECTRIC ASSOCIATION, INC.


                                     BYLAWS


                           (As Amended April 30, 1997)






<PAGE>



                                TABLE OF CONTENTS


ARTICLE I         MEMBERSHIP                                      Page

     Section 1    Requirements for Membership.......................1
     Section 2    Membership Certificates...........................1
     Section 3    Joint Membership..................................1
     Section 4    Conversion of Membership..........................2
     Section 5    Membership and Service Connection Fees............2
     Section 6    Purchase of Electric Energy.......................2
     Section 7    Termination of Membership.........................3


ARTICLE II        RIGHTS AND LIABILITIES OF
                  MEMBERS

     Section 1    Property Interest of Members......................3
     Section 2    Non-liability for Debts of the Association........4


ARTICLE III       MEMBERS, MEETINGS AND
                  ELECTIONS

     Section 1    Annual Meeting....................................4
     Section 2    Special Meetings..................................4
     Section 3    Notice of Members' Meetings.......................4
     Section 4    Waiver of Notice..................................5
     Section 5    Quorum............................................5
     Section 6    Voting............................................5
     Section 7    Order of Business.................................6
     Section 8    Elections and Election Committee..................6


ARTICLE IV        DIRECTORS

     Section 1    General Powers................................... 9
     Section 2    Election and Tenure of Office.....................9
     Section 3    Qualifications...................................10
     Section 4    Nominations..................................... 11
     Section 5    General Manager and Financial Advisor............12
     Section 6    Policy, Rules and Regulations....................12
     Section 7    Removal of Directors by Members..................12
     Section 8    Vacancies........................................12
     Section 9    Compensation.....................................13


ARTICLE V         MEETINGS OF DIRECTORS

     Section 1    Regular Meeting .................................13
     Section 2    Special Meetings ................................14
     Section 3    Quorum ..........................................14
     Section 4    Director Attendance .............................14
     Section 5    Membership Attendance ...........................15
     Section 6    Minutes .........................................15
     Section 7    Telephonic Board Meetings........................15





<PAGE>



ARTICLE VI        OFFICERS

     Section 1    Number ..........................................16
     Section 2    Election and Term of Office .....................16
     Section 3    Removal of Officers and Agents by
                      Directors....................................16
     Section 4    President........................................17
     Section 5    Vice-President ..................................17
     Section 6    Secretary .......................................17
     Section 7    Treasurer .......................................18
     Section 8    Delegation of Duties ............................18
     Section 9    Bonds of Officers................................18
     Section 10   Budget ..........................................18
     Section 11   Reports..........................................19


ARTICLE VII       PATRONAGE CAPITAL

     Section 1    Patronage Capital ...............................19


ARTICLE VIII      FISCAL MANAGEMENT AND
                  ACCOUNTING

     Section 1    Revenues and Expenditures .......................20
     Section 2    Accounting System and Reports ...................20
     Section 3    Disclosure ......................................21


ARTICLE IX        DISPOSITION OF PROPERTY

     Section 1    Disposition of Property .........................21


ARTICLE X         SEAL ............................................21


ARTICLE XI        FINANCIAL TRANSACTIONS

     Section 1    Contracts .......................................21
     Section 2    Checks, Drafts, etc. ............................22
     Section 3    Deposits ........................................22
     Section 4    Fiscal Year .....................................22
     Section 5    Full and Open Competitive Bidding................22


ARTICLE XII       MISCELLANEOUS

     Section 1    Membership in Other Organizations................22
     Section 2    Waiver of Notice.................................23
     Section 3    Interpretation...................................23





<PAGE>



ARTICLE XIII      AMENDMENTS

     Section 1    Notice...........................................23
     Section 2    Bylaws Committee.................................23


ARTICLE XIV       ADVISORY COUNCIL

     Section 1    Member Advisory Council..........................24
     Section 2    General Duties...................................24


ARTICLE XV        STANDING AND AD HOC
                  COMMITTEES

     Section 1    General..........................................24
     Section 2    Compensation.....................................24
     Section 3    Terms............................................24
     Section 4    Membership.......................................24
     Section 5    Vacancy..........................................25


ARTICLE XVI       INDEMNIFICATION .................................25


ARTICLE XVII      MEMBER ACCESS TO INFORMATION

     Section 1    Access Rights....................................25
     Section 2    Charges..........................................26
     Section 3    Policies and Procedures..........................26



<PAGE>



                       CHUGACH ELECTRIC ASSOCIATION, INC.

                                     BYLAWS


                                    ARTICLE I

                                   MEMBERSHIP

     SECTION 1. Requirements for Membership. Any
person, firm, association, corporation, or 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  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.  Membership in the Association shall be
evidenced  by a  membership  certificate,  which shall be in such form and shall
contain such  provisions as shall be  determined  by the board of directors.  No
membership certificate shall be issued for less than the membership fee fixed in
these bylaws, nor until such membership fee has been paid. In case a certificate
is lost, destroyed or mutilated,  a new certificate may be issued therefore upon
such uniform  terms and indemnity to the  Association  as the board of directors
may prescribe.

     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:



<PAGE>



     (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
certificate  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  certificate 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  shall,  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.



<PAGE>



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 board, by at
least a  two-thirds  vote of all members of the board,  may expel any member who
fails to comply with Association regulations.  Members subject to expulsion will
be contacted in writing by the Association and will have ten (10) days to comply
with Association regulations. An expelled member may be reinstated by a majority
vote of the board or by a vote of the members at any annual or special  meeting.
The board may also cancel membership if the member:

     1)  has not purchased electric energy for six (6) months;

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

     3)  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



<PAGE>



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 president,  or by a written  request made to the president
and  signed  by not less  than ten  percent  (10%) of the  members  and 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 by mail 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,
transfer or other disposal of all or a substantial  portion of the assets of the
Association  is to be voted on, shall be delivered,  together with notice of the
purpose for



<PAGE>



which the  meeting is called,  not less than  ninety  (90) or more than 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.  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
8(d) and announcing the results thereof. If less than a quorum is present at any
meeting of the members,  a majority of those  present may adjourn the meeting to
another  date and time no later  than 90 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  adjourned  meeting by
delivering notice thereof no later than ten days in advance of such meeting.

     SECTION 6. Voting.  (a) Each member shall be entitled to only one vote upon
each matter submitted to a vote at a meeting of the members. All questions shall
be decided  by a vote of a majority  of the  members  voting  thereon in person,
except as otherwise  provided by law, the  articles of  incorporation,  or these
bylaws.
     (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 a  mailed  official  ballot  on the  election  of
directors,   the  amendment  of  bylaws,   the  merger  or  dissolution  of  the
Association,  and the sale, transfer or disposal of all or a substantial portion
of the Association's assets.
     (d) A minimum  of five  hundred  valid  ballots  must be cast by mail or in
person to  constitute  a valid  election  of  directors  (except  for filling of
vacancies  under Article IV, Section 8) or to approve  amendments to the bylaws.
Directors  shall be elected by the plurality  vote of the members.  A minimum of
five hundred  ballots must be cast in person to  constitute a valid removal of a
director or directors. See Article IV, Sections 7 and 8.



<PAGE>



     (e) An  affirmative  vote by ballot of at least 10 percent of the number of
members as of the date of the notice of the  election is  required to  authorize
disposition  of all or a substantial  portion of the  Association's  property to
another cooperative, pursuant to Article IX, Section (1)(b).
     (f) A merger of the  Association  must be  approved  by a majority of those
members voting, but in no event can the affirmative vote be less than 10 percent
of the number of members, as of the date of notice of the election.
     (g) An  affirmative  vote by ballot of not less  than the  majority  of the
number of members as of the date of the notice of the  election  is  required to
authorize  the  Association  to sell,  lease,  or otherwise  dispose of all or a
substantial  portion of the Association's  property,  as provided in Article IX,
Section 1(b).

     SECTION 7. 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 or mailing 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 8. 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



<PAGE>



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 mailed 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 mail,  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:




<PAGE>



         (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 ballots shall
be received.
     (c) Mailed  ballots,  to be valid,  must be received in the designated post
office box by 12:00 Noon three (3) calendar days prior to the annual  meeting or
special  meeting.  In lieu of casting a ballot by mail,  a member may register a
vote by special ballot at the 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



<PAGE>



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 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  8(b).  The run-off
election  shall be conducted by the Election  Committee.  The provisions of this
Article III, Section 8(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  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 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 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



<PAGE>



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



<PAGE>



(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  8(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.




<PAGE>



     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  and, by filing with the  secretary  such charges in writing,
together with a petition signed by at least 300 members,  request the removal of
such  director by reason  thereof,  provided,  however,  that the  signatures of
members shall be  acceptable  only when affixed to a sheet on which the petition
therein is 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.  Such  director  shall be informed in
writing of the  charges at least ten days prior to the meeting of the members at
which the charges are to be  considered,  and shall have an  opportunity  at the
meeting to be heard in person, or by counsel, and to present evidence in respect
to the charges; and the person or persons bringing the charges against him shall
have the same opportunity. The question of the removal of such director shall be
considered  and voted  upon at the  meeting  of the  members.  A minimum of five
hundred valid ballots must be cast in person with a majority in favor of removal
for such removal to be effective.

     SECTION 8. Vacancies. (a) Vacancies caused by the
removal of directors by the members shall be filled for the



<PAGE>



remainder  of the  removed  director('s)  term by vote  of the  members  at such
meeting as removal has occurred  without  compliance with Article IV, Section 4,
but subject,  however,  to the provisions of Article IV, Section 2 and 3, except
that the  number of valid  ballots  cast  equal to or  greater  than a quorum as
required by Article III, Section 5, shall be sufficient for such election.
     (b) Any  other  vacancy  occurring  in the  board  shall be  filled  by the
affirmative vote of the majority of the remaining  directors,  and the member so
elected 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



<PAGE>



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,  either personally or by mail, 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



<PAGE>



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



<PAGE>



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.  In addition,  any member of the  Association may bring
charges  against an officer  and, by filing with the  secretary  such charges in
writing,  together  with a petition  signed by at least a  sufficient  number of
members to constitute a quorum as defined in Section 5, Article III, may request
the  removal of such  officer by reason  thereof;  provided,  however,  that the
signatures of the members  shall be  acceptable  only when affixed to a sheet on
which petition therein is fully set forth; and provided further, that the person
who solicited the signature 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 officer to each of the members prior
to the latter  subscribing  their names thereto.  The officer  against whom such
charges have been  brought  shall be informed in writing of the charges at least
ten days prior to the board  meeting at which the charges  are to be  considered
and shall  have an  opportunity  at the  meeting  to be heard in  person,  or by
counsel, and to present



<PAGE>



evidence  in respect of the  charges;  and the  person or persons  bringing  the
charges against him shall have the same opportunity. In the event the board does
not remove the officer,  the  question of his removal  shall be  considered  and
voted upon at the next meeting of the members.

     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;



<PAGE>



     (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.



<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



<PAGE>



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



<PAGE>



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 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 Association may not sell,  lease, or otherwise  dispose of all or a
substantial  portion of the  Association's  property unless such sale, lease, or
other  disposition  is authorized by the  affirmative  vote of not less than the
majority of all the members of the cooperative.  However, the board of directors
may sell,  lease,  or otherwise  dispose of all or a substantial  portion of its
property to another cooperative, if authorized by a majority of those members of
the Association  voting,  but in no event can the affirmative  vote be less than
10% of the members as of the date of notice of the election.


                                    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



<PAGE>



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 member or stockholder in non-profit
organizations which promote rural electrification, cooperatives,
civic or professional purposes, and any other corporation for the
purpose of acquiring electric facilities. The Association may



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become a member or stockholder of other organizations upon
approval of the members.

     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 8, 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.



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                                   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 8; 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. Members may not serve consecutive terms on the
same committee.

     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



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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 Alaska Public Utilities
         Commission (APUC), 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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