Exhibit 3



BYLAWS



OF



OLD DOMINION ELECTRIC COOPERATIVE



AMENDED
AND RESTATED



AS OF JANUARY 1, 2005



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|        |  |   |  |                                   |  |                                                  |  |   
|------- |  | - |  | --------------------------------- |  | ------------------------------------------------ |  | --
|ARTICLE |  | 1 |  | MEMBERSHIP                        |  |                                                 
|        |  |   |  | 1.01                              |  | Requirements for Membership                      |  | 1 
|        |  |   |  | 1.02                              |  | Limitation of Membership                         |  | 1 
|        |  |   |  | 1.03                              |  | Membership Certificates                          |  | 2 
|        |  |   |  | 1.04                              |  | Classes of Membership                            |  | 2 
|        |  |   |  | 1.05                              |  | Termination of Membership                        |  | 3 
|        |  |   |  | 1.06                              |  | Membership Fees and Dues                         |  | 4 
|        |  |   | 
|ARTICLE |  | 2 |  | RIGHTS AND LIABILITIES OF MEMBERS |  |                                                 
|        |  |   |  | 2.01                              |  | Property Interest of Members                     |  | 4 
|        |  |   | 
|ARTICLE |  | 3 |  | MEETINGS OF MEMBERS               |  |                                                 
|        |  |   |  | 3.01                              |  | Annual Meeting                                   |  | 4 
|        |  |   |  | 3.02                              |  | Special Meetings                                 |  | 5 
|        |  |   |  | 3.03                              |  | Notice of Members Meeting                       |  | 5 
|        |  |   |  | 3.04                              |  | Quorum                                           |  | 5 
|        |  |   |  | 3.05                              |  | Member Delegates                                 |  | 5 
|        |  |   |  | 3.06                              |  | Voting                                           |  | 6 
|        |  |   |  | 3.07                              |  | Proxies                                          |  | 6 
|        |  |   | 
|ARTICLE |  | 4 |  | DIRECTORS                         |  |                                                 
|        |  |   |  | 4.01                              |  | General Powers                                   |  | 6 
|        |  |   |  | 4.02                              |  | Qualification and Tenure                         |  | 6 
|        |  |   |  | 4.03                              |  | Removal of Directors                             |  | 7 
|        |  |   |  | 4.04                              |  | Vacancies                                        |  | 7 
|        |  |   |  | 4.05                              |  | Compensation                                     |  | 8 
|        |  |   |  | 4.06                              |  | Rules and Regulations                            |  | 8 
|        |  |   | 
|ARTICLE |  | 5 |  | MEETINGS OF DIRECTORS             |  |                                                 
|        |  |   |  | 5.01                              |  | Annual Meeting of the Directors                  |  | 8 
|        |  |   |  | 5.02                              |  | Special Meetings                                 |  | 8 
|        |  |   |  | 5.03                              |  | Notice                                           |  | 8 
|        |  |   |  | 5.04                              |  | Quorum                                           |  | 9 
|        |  |   |  | 5.05                              |  | Voting                                           |  | 9 
|        |  |   |  | 5.06                              |  | Presence of Others                               |  | 9 
|        |  |   |  | 5.07                              |  | Participation by Telephone at Board Meetings     |  | 9 
|        |  |   | 
|ARTICLE |  | 6 |  | COMMITTEES                        |  |                                                 
|        |  |   |  | 6.01                              |  | Executive Committee                              |  | 10
|        |  |   |  | 6.02                              |  | Nominating Committee                             |  | 10
|        |  |   |  | 6.03                              |  | Additional Committees                            |  | 11
|        |  |   |  | 6.04                              |  | Participation by Telephone at Committee Meetings |  | 12



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|        |  |    |  |                                   |  |                                            |  |   
|------- |  | -- |  | --------------------------------- |  | ------------------------------------------ |  | --
|ARTICLE |  | 7  |  | OFFICERS                          |  |                                           
|        |  |    |  | 7.01                              |  | Number and Positions                       |  | 12
|        |  |    |  | 7.02                              |  | Election and Term of Office                |  | 12
|        |  |    |  | 7.03                              |  | Removal of Officers by Directors           |  | 13
|        |  |    |  | 7.04                              |  | Vacancies                                  |  | 13
|        |  |    |  | 7.05                              |  | Chairman of the Board                      |  | 13
|        |  |    |  | 7.06                              |  | Vice Chairman                              |  | 14
|        |  |    |  | 7.07                              |  | Secretary/Treasurer                        |  | 14
|        |  |    |  | 7.08                              |  | President                                  |  | 14
|        |  |    |  | 7.09                              |  | Duties of Vice Presidents                  |  | 14
|        |  |    |  | 7.10                              |  | Duties of Other Officers                   |  | 15
|        |  |    |  | 7.11                              |  | Bonds of Officers                          |  | 15
|        |  |    |  | 7.12                              |  | Reports                                    |  | 15
|        |  |    | 
|ARTICLE |  | 8  |  | NON-PROFIT OPERATION              |  |                                           
|        |  |    |  | 8.01                              |  | Non-Profit Policy                          |  | 15
|        |  |    |  | 8.02                              |  | Patronage                                  |  | 15
|        |  |    |  | 8.03                              |  | Retirement of Capital                      |  | 17
|        |  |    |  | 8.04                              |  | Assignability of Capital                   |  | 18
|        |  |    |  | 8.05                              |  | Classification of Business                 |  | 18
|        |  |    |  | 8.06                              |  | Contractual Character of Operation         |  | 18
|        |  |    | 
|ARTICLE |  | 9  |  | DISPOSITION OF PROPERTY           |  |                                           
|        |  |    |  | 9.01                              |  | Manner of Disposition                      |  | 19
|        |  |    | 
|ARTICLE |  | 10 |  | INDEMNIFICATION                   |  |                                           
|        |  |    |  | 10.01                             |  | Directors and Officers                     |  | 19
|        |  |    | 
|ARTICLE |  | 11 |  | FISCAL POLICY                     |  |                                           
|        |  |    |  | 11.01                             |  | Contracts                                  |  | 20
|        |  |    |  | 11.02                             |  | Checks, Drafts, etc.                       |  | 20
|        |  |    |  | 11.03                             |  | Deposits                                   |  | 20
|        |  |    |  | 11.04                             |  | Fiscal Year                                |  | 20
|        |  |    |  | 11.05                             |  | Accounting System and Reports              |  | 20
|        |  |    |  | 11.06                             |  | Contracts in Which Directors Have Interest |  | 20
|        |  |    |  | 11.07                             |  | Employment of Related Persons              |  | 21
|        |  |    | 
|ARTICLE |  | 12 |  | MEMBERSHIP IN OTHER ORGANIZATIONS |  |                                           
|        |  |    |  | 12.01                             |  | Requirements                               |  | 21
|        |  |    | 
|ARTICLE |  | 13 |  | WAIVER OF NOTICE                  |  |                                           
|        |  |    |  | 13.01                             |  | Written or by Attendance                   |  | 21
|        |  |    | 
|ARTICLE |  | 14 |  | THE CORPORATE SEAL                |  |                                           
|        |  |    |  | 14.01                             |  | Design and Inscription                     |  | 22



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|        |  |    |  |                     |  |                         |  |   
|------- |  | -- |  | ------------------- |  | ----------------------- |  | --
|ARTICLE |  | 15 |  | RULES OF ORDER      |  |                        
|        |  |    |  | 15.01               |  | Parliamentary Procedure |  | 22
|        |  |    | 
|ARTICLE |  | 16 |  | AMENDMENT OF BYLAWS |  |                        
|        |  |    |  | 16.01               |  | Method of Amendment     |  | 22



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BYLAWS

OF

OLD DOMINION ELECTRIC COOPERATIVE

AS AMENDED AND RESTATED



ARTICLE
1



MEMBERSHIP



Section 1.01 Requirements for Membership



Any applicant seeking membership in Old Dominion Electric Cooperative
(hereinafter called Old Dominion) may become a Member by:



A. Executing a written application for membership;



B.
Agreeing to purchase energy or such other products or services as permitted by law from or through Old Dominion as specified by the Articles of Incorporation, these Bylaws, and the Board of Directors;



C. Agreeing to comply with and be bound by the Articles of Incorporation,
these Bylaws and any amendments, and any rules and regulations adopted by the Board of Directors;



D. Paying any membership fee and such other assessments and charges as approved by the Board of Directors; and



E. Being accepted for membership by a vote of at least two-thirds (2/3) of
the members of the Board of Directors of Old Dominion entitled to vote.



The Secretary shall give each applicant at least ten (10) days written notice of the date of the meeting of the Board of Directors to which its application will be submitted and the applicant shall be entitled to be present and heard at the
meeting.



Section 1.02 Limitation of Membership



No Member may hold more than one membership in Old Dominion, and no
membership in Old Dominion shall be transferable unless all Members enter into a written agreement providing for such transfer; except that, in case of a merger or consolidation, membership may be vested in the successor corporation provided the
successor corporation shall be eligible for membership, shall agree to purchase from Old Dominion energy or other products or services under the terms and conditions of the contracts then in effect between Old Dominion and its Members, and shall
agree to comply with



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and be bound by the Articles of Incorporation of Old Dominion, these Bylaws and any amendments, and such rules,
regulations, and assessments as may be adopted by the Board of Directors.



Section 1.03 Membership Certificates



Membership in Old Dominion shall be evidenced by a membership certificate in the form and with such provisions as shall be determined by the Board of Directors. The certificate shall be signed by the Chairman of the Board and by the
Secretary with the corporate seal affixed. In case a certificate is lost, destroyed or mutilated, a new certificate may be issued upon such terms and conditions as the Board of Directors may prescribe.



Section 1.04 Classes of Membership



Members of Old Dominion shall be divided into three (3) classes, designated
as Class A, Class B, and Class C, respectively.



Class A shall
consist of electric distribution cooperatives or their successors, the power requirements of which are or will be served at wholesale by Old Dominion through generation assets owned by Old Dominion or power purchase arrangements made by Old
Dominion. Class A members shall purchase from or through Old Dominion all electric energy used by the Class A member to operate its system, subject to the Old Dominion Electric Cooperative Amended and Restated Wholesale Power Contract dated 1992
between the Class A member and Old Dominion, and may purchase such other products or services from Old Dominion as Old Dominion is permitted by law to offer for sale.



Class B shall consist of other wholesale customers admitted to membership that purchase electric capacity or energy, or
both, at wholesale from or through Old Dominion pursuant to a full or partial requirements contract between the Class B member and Old Dominion, which will be served though generation assets owned by Old Dominion or power purchase arrangements made
by Old Dominion. Class B Members also may purchase such other products or services from Old Dominion as Old Dominion is permitted by law to offer for sale.



Class C shall consist of any other customers admitted to membership that purchase energy, or any other products or services Old Dominion is permitted by
law to offer for sale, from or through Old Dominion pursuant to any other contract, arrangement or agreement.



Each Member shall pay for all energy or other products or services used by it at such time and at such rates or prices as shall be approved by the Board
of Directors. It is expressly understood that amounts paid for energy or



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other products or services in excess of the cost of service are furnished by Member as capital and each Member shall be
credited with capital so furnished, as provided by these Bylaws.



Sales made through a power exchange or other state or regional wholesale market system by Old Dominion to any Member of any of the above-listed classes of membership shall not alter the character of the payments accruing to Old Dominion for
such sales or affect a Members membership status.



Section 1.05 Termination of Membership



If a Member (1) withdraws from membership, (2) is expelled from membership, or (3) contract with Old Dominion terminates according to the terms of that contract, its membership in Old Dominion shall automatically
terminate.



The withdrawal or expulsion of a Member shall be
effected as follows:



A. A Member may withdraw from membership
upon compliance with such terms and conditions as the Board of Directors may prescribe, provided, however, no Member shall be permitted to withdraw until its withdrawal has been approved by an affirmative vote of not less than two thirds (2/3) of
all the Directors and it has met all its contractual obligations, debts and liabilities to Old Dominion. Written notice of withdrawal shall be delivered to any officer of Old Dominion or to the Board of Directors at least ninety (90) days prior to
the date upon which the withdrawal is proposed to become effective.



B. The Board of Directors may, by the affirmative vote of not less than two-thirds (2/3) of all the Directors, recommend the expulsion of any Member who fails to comply with any of the provisions of the Articles of Incorporation, Bylaws or
rules and regulations adopted by the Board of Directors, but only if that Member shall have been given written notice by the Secretary of Old Dominion that such failure makes it liable to expulsion from membership and the failure shall have
continued for at least ten (10) days after such notice was given. Within thirty (30) days after the Board shall have recommended expulsion of a Member, a meeting of the Members shall be held at which such Member shall be given an opportunity to
present its case, by counsel or otherwise, and the Board shall have the same opportunity, after which a vote shall be taken on the expulsion of such Member. An affirmative vote by two-thirds (2/3) of the Members present at such meeting shall be
required in order to expel a Member. The resolution of expulsion shall set forth the reasons for the expulsion.



C. Upon termination of a contract between a Member and Old Dominion according to its terms, or upon the cessation of existence,



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withdrawal or expulsion of a Member, the membership shall terminate, and the membership certificate of such Member shall
be surrendered forthwith to Old Dominion. Termination of membership in any manner shall not release a Member from any debts, liabilities or any outstanding, continuing, or residual contractual obligations to or through Old Dominion. Payments made to
Old Dominion for any such debts, liabilities, or outstanding, continuing or residual contractual obligations shall be regarded as payments for services and obligations incurred as a Member and will be classified as member income to Old Dominion.



Section 1.06 Membership Fees and Dues



The Board of Directors may fix fees, dues or assessments to be paid by
Members of Old Dominion as and when the same are required in the judgment of the Board of Directors. The dues, electric rates and assessments, when fixed, shall become obligations of the Members of Old Dominion and failure to pay the same may be an
occasion for termination of membership of the delinquent Member.



ARTICLE 2



RIGHTS AND LIABILITIES OF MEMBERS



Section 2.01 Property Interest of Members



Members shall have no individual or separate interest in the property or
assets of Old Dominion except, upon dissolution, after (1) all debts and liabilities of Old Dominion shall have been paid, and (2) all capital furnished through patronage shall have been returned. Any remaining property and assets of Old Dominion
shall be distributed among the Members and former Members in the proportion which the aggregate contributed patronage capital of each bears to the total contributed patronage capital of all Members and former Members.



ARTICLE 3



MEETINGS OF MEMBERS



Section 3.01 Annual Meeting



The annual meeting of the Members shall be held at the date, time, and place designated in the notice of the annual meeting, for the purposes of electing
Directors, passing upon reports covering the previous fiscal year, and transacting any 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 Old
Dominion.



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Section 3.02 Special Meetings



Special meetings of the Members may be called by resolution of the Board of Directors or upon a written request signed by
six (6) or more Directors, the Chairman of the Board, or three (3) or more Members. It shall be the duty of the Secretary to cause notice of the meeting to be given as these Bylaws provide. Special meetings of the Members may be held at any place
designated by the Board of Directors or by the Chairman of the Board.



Section 3.03 Notice of Members Meeting



Written or printed notice to each Member stating the place, day and hour of the meeting and, in case of a special meeting or an annual meeting at which business requiring special notice is to be transacted, the purpose or purposes for which
the meeting is called, shall be delivered not less than ten (10) days nor more than forty-five (45) days before the date of the meeting either personally or by mail by or at the direction of the Chairman of the Board, the Secretary or the persons
calling the meeting.



If mailed, the notice shall be deemed to
be delivered when deposited in the United States mail, postage prepaid, addressed to the Member at its address as it appears on the records of Old Dominion. 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 the meeting.



Section 3.04 Quorum



Business may be
transacted at any annual or special meeting of the Members provided there are present, without respect to proxies, duly registered Member delegates, selected as provided in Section 3.05 of these Bylaws, constituting at least fifty percent (50%) of
the total number of the Members of Old Dominion. If less than fifty percent (50%) of the total Members are present, a majority of those Members may adjourn the meeting without further notice.



Section 3.05 Member Delegates



Each Member shall be represented at Member meetings of Old Dominion by one
(1) voting delegate designated by the Members board of directors. Upon becoming a Member, the Secretary of each Member shall certify to the Secretary of Old Dominion the name and address of the delegate designated by it to represent it at
Member meetings of Old Dominion and the date of expiration of the term of such delegate. The Secretary of the Member shall advise the Secretary of Old Dominion promptly in writing of any change in its delegate. Each Member may, at any time by
resolution of its Board of Directors, terminate the appointment of its delegate after which it shall notify Old Dominion of the action in writing.



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Section 3.06 Voting



Each Member shall be entitled to only one (1) vote upon each matter submitted to a vote at a meeting of the Members. If a Member has no duly qualified
delegate present at the meeting, the President of the Member may represent and cast the vote of the Member, provided, however, before representing and casting the vote of any such Member, the President shall have filed with the Secretary of Old
Dominion an instrument in writing executed by another officer of the Member certifying that he or she is the President of the Member.



At all meetings of the Members at which a quorum is present, all questions shall be decided by a vote of the majority of the Members represented except as
otherwise provided by these Bylaws. A Members delegate may hold and vote only one (1) proxy and no more for an absent Members delegate. There shall be no voting other than in person or by proxy.



Section 3.07 Proxies



At all meetings of Members, voting by proxy is authorized. Proxies must be in writing and executed on behalf of the absent
Member by its Secretary under its corporate seal or by its Member delegate who is absent or has earlier been duly registered at such meeting but has since absented themselves. A proxy may be restricted to a particular matter or unlimited; if not
restricted, it shall be deemed unlimited. A proxy shall not be valid after sixty (60) days from the date of its execution.



ARTICLE 4



DIRECTORS



Section 4.01
General Powers



The business and affairs of Old Dominion
shall be managed by the Board of Directors. The Board of Directors shall exercise the powers of Old Dominion except such as are by law, the Articles of Incorporation or these Bylaws conferred upon or reserved unto the Members.



Section 4.02 Qualification and Tenure



A. Any person recommended to the Nominating Committee by a Member, in good
standing, shall be eligible for election to the Old Dominion Board of Directors as a Director within the class of membership of the Member making the recommendation.



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B. Each Class A Member shall be entitled to seat two (2) Directors on the Board of Old Dominion, of which
at least one (1) shall be selected from that Members board of directors. If permitted by law, each of classes B and C shall be entitled to seat one (1) Director per class; otherwise, Class B and C Members shall have such representation as is
required by law. Each Director shall have one (1) vote.



C.
Candidates for election to the Old Dominion Board of Directors shall be nominated by the Nominating Committee. Upon becoming a Class A Member and each year thereafter, the Secretary of each Class A Member shall certify to the Secretary of Old
Dominion the names and addresses of the Director candidates who have been recommended to the Nominating Committee by the Member as candidates for election as its Directors. Any Class B or C Member may recommend to the Nominating Committee a
candidate for election as the Director to represent its class. The initial election of a Director to represent either Class B or Class C shall be conducted at the next annual meeting of the Members following admission of a Member to that Class.



Section 4.03 Removal of Directors



A. A Class A Member may remove its own Directors.



B. A Director may be removed for cause by a vote of two-thirds (2/3) of the
Directors of Old Dominion or of the Members of Old Dominion, provided notice of the charges against the Director shall have been filed with the Secretary in writing together with a petition signed by at least thirty percent (30%) of the Directors or
Members, as appropriate, requesting removal of the Director. Such Director shall be informed in writing of the charges at least ten (10) days prior to the meeting at which the charges are to be considered and shall have an opportunity to be present
and represented by counsel at the meeting and to present evidence relevant to the charges; and the person or persons bringing the charges shall have the same opportunity. The question of the removal of such Director shall be considered and voted
upon at the meeting.



Section 4.04 Vacancies



A vacancy in the Board of Directors shall be filled by a new Director. For
Class A Members, the candidate shall be recommended to the Nominating Committee by the Member whose directorate has been vacated. For Class B and C, any Class B or C Member may recommend a candidate to the Nominating Committee. The Nominating
Committee shall nominate a



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candidate and the new Director shall be elected by the Board of Directors of Old Dominion. That Director shall serve for
the unexpired term of the predecessor.



Section 4.05 Compensation



The Compensation of the directors shall be set from time to
time by resolution of the Board of Directors.



Section 4.06 Rules and
Regulations



The Board of Directors shall have the power
to make and adopt such rules and regulations and fix the compensation of officers and employees as it may deem advisable for the proper management, administration and regulation of the business affairs of Old Dominion.



ARTICLE 5



MEETINGS OF DIRECTORS



Section 5.01 Annual Meeting of the Directors



An annual meeting of the Board of Directors, at which election of officers shall take place and other business may be transacted, shall be held at the
same site as, and immediately following the adjournment of, the annual meeting of the Members of Old Dominion. Notice of the annual meeting of the Members, as provided for in Section 3.03 of Article 3, shall also constitute notice of the annual
meeting of the Board of Directors.



Section 5.02 Special Meetings



Special meetings of the Board of Directors may be called by
the Chairman of the Board or by any five (5) Directors. It shall be the duty of the Secretary to cause notice of such meeting to be given as provided. Those who called the meeting shall fix the time and place.



Section 5.03 Notice



Notice of the time, place and purpose of any regular or special meeting of the Board of Directors shall be given not less
than ten (10) days nor more than forty-five (45) days prior the meeting date, by written notice, delivered personally or mailed to each Director at their last known address. If mailed, such notice shall be deemed to be delivered when deposited in
the United States mail with postage prepaid.



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The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except
in case a Director shall attend a meeting for the express purpose of objecting to the transaction of any business because the meeting shall not have been lawfully called or convened.



Section 5.04 Quorum



A majority of the Board of Directors shall constitute a quorum. If less than a majority of the Directors is present at a meeting, a majority of the
Directors present may adjourn the meeting. 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 a meeting at which a quorum is present shall be the act
of the Board of Directors unless otherwise stipulated by these Bylaws, the Articles of Incorporation or State law.



Section 5.05 Voting



Each Director shall be entitled to only one (1) vote, and no more, upon each matter submitted to a vote. There shall be no voting by proxy or by mail.



Section 5.06 Presence of Others



The directors, employees, or other representatives of a Member shall be
entitled to attend all regular and special meetings of the Board of Directors, however, they shall have no vote and shall not be allowed to speak or otherwise participate in the proceedings unless so authorized by the Board. The Board of Directors,
when it deems prudent and advisable, may declare an executive session. Persons other than the Board Members shall not be entitled to attend the executive session unless by invitation.



Section 5.07 Participation by Telephone at Board Meetings.



Unless otherwise restricted in these Bylaws, the Directors may participate in meetings of the Board and shall be deemed to
be present at such meetings as though physically present if they are participating by means of a conference telephone or similar communications equipment by which all persons participating at the meeting can hear each other and respond to matters
properly brought before the meeting. Directors participating by such communications means shall be deemed present for all purposes including determination of quorum.



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ARTICLE 6



COMMITTEES



Section 6.01 Executive Committee



A. Composition: The Executive Committee shall consist of six (6) Directors. The Chairman, Vice Chairman and Secretary/Treasurer shall be permanent members of the committee. The remaining three (3) members of the
committee shall be non-permanent members. The non-permanent members of the committee shall be elected by and from the Board of Directors. The Chairman of the Board of Old Dominion shall be Chairman of the Executive Committee. No two (2) members of
this committee shall be from the same Member organization and at least three (3) members of the committee shall be directors of Member organizations and not employees. The President of Old Dominion shall be an ex-officio member of the committee, but
without a vote.



B. Term of Office: The term of office for the
non-permanent members of the Executive Committee shall be three (3) years. Upon serving one (1) full three (3) year term, no Director shall be eligible to be reelected for a successive term on the Executive Committee. The permanent committee
members terms shall be determined according to Article 7, Section 7.02 of these Bylaws.



C. Meetings, Powers and Functions: The Executive Committee shall meet upon the call of the Chairman of the Board. The Executive Committee shall exercise all of the functions and powers of the Board of Directors
between meetings of the Board of Directors. All actions taken by the Executive Committee shall be reported to the next regularly scheduled meeting of the Board of Directors. Four (4) members of the Executive Committee shall be considered a quorum
for the transaction of any business.



D. Vacancies: Except as
otherwise provided in these Bylaws, a vacancy among the non-permanent members of the committee may be filled by the Board of Directors for the unexpired portion of the term. A vacancy among the permanent members of the committee shall be filled
according to Article 7, Section 7.04, of these Bylaws.



Section 6.02 Nominating Committee



A. The
Chairman of the Board shall propose and the Board shall elect five (5) Directors to the Nominating Committee. The Chairman, in selecting the committee members, shall give consideration to geographic and demographic balance among the Members.



B. The Nominating Committee shall nominate
candidates for election to the Board of Directors as provided in these Bylaws. Not more than ninety



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(90) days, but not less than sixty (60) days prior to the annual meeting of the Members, Members may submit
recommendations for nomination as a candidate for the Board of Directors to the Nominating Committee. The Nominating Committee shall select a slate of candidates and report its nominations to the Members in writing. The report shall be delivered to
each Member at least forty-five (45) days prior to each annual meeting. For vacancies on the Board of Directors, the Nominating Committee shall report its nominees to the Board ten (10) days prior to the meeting at which the vacancy will be filled.



C. The Nominating Committee shall nominate one or more
candidates for each vacancy on the Executive Committee. The Nominating Committee shall report its slate of nominations to the full Board in writing. The report shall be delivered to each Director forty-five (45) days prior to each annual meeting or
any meeting at which an Executive Committee vacancy is to be filled.



D. The term of office for a member of the Nominating Committee shall be three (3) years. Upon serving one (1) full three (3) year term, no member of the Committee shall be eligible to be reelected for a successive term on the Committee.
Except as otherwise provided in these Bylaws, in the event of a vacancy on the committee, the Chairman of the Board shall propose and the Board shall elect a new member to serve the unexpired portion of the term.



Section 6.03 Additional Committees



The Board of Directors shall create the following additional standing
committees and shall delegate the necessary authority to each such committee:



Finance Committee

Power Supply and Resources and Committee

Joint Human Resources Committee

Audit
Committee



The Chairman of the Board shall appoint the members of all
committees other than the Executive Committee, and shall designate the chairs of such committees who shall serve no more than three consecutive one-year terms.



The Board of Directors may, as it deems necessary, create any additional committees and delegate to those committees any authority, duties, powers or
obligations it may deem necessary for carrying out the business and objectives of Old Dominion. The Board of Directors may, in its discretion, instruct the Chairman of the Board to appoint special committees with the members being designated by the
Chairman of the Board and such special committees shall have the power and perform the duties as may be provided in the resolution of the Board.



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The Chairman of the Board may also create temporary committees to carry out the business and objectives
of Old Dominion.



Section 6.04
Participation by Telephone at Committee Meetings



Unless
otherwise restricted in these Bylaws or in the resolution creating a committee, the members of any committee may participate in meetings of the committee and shall be deemed to be present at such meetings as though physically present if they are
participating by means of a conference telephone or similar communications equipment by which all persons participating at the meeting can hear each other respond to matters properly brought before the meeting. Members of the committee participating
by such communications means shall be deemed present for all purposes including determination of quorum.



ARTICLE 7



OFFICERS



Section 7.01 Number and
Positions



The officers shall be Chairman of the Board,
Vice Chairman of the Board, Secretary/Treasurer, and President. The Board may, if it desires, elect additional officers, including but not limited to Assistant Secretary/Treasurers, or appoint additional officers, including but not limited to Vice
Presidents.



Elected officers must be Directors, but other
officers need not be Directors.



The office of President shall
be occupied by a regular employee.



Section
7.02 Election and Term of Office



A. The Chairman, Vice
Chairman and Secretary/Treasurer whose terms of office are expiring shall be elected 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 shall not be
held at such meeting, such election shall be held as soon thereafter as is convenient. 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 their
successor shall have been elected and shall have qualified.



B.
The term of office for the Chairman, Vice Chairman and Secretary/Treasurer shall be for three (3) years. Upon serving one (1) full three (3) year term in an office, no Director shall be eligible to be elected to a successive term in the same office
as Chairman, Vice Chairman or Secretary/Treasurer.



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C. Officers other than Chairman, Vice Chairman and Secretary/Treasurer shall hold office at the pleasure
of the Board.



Section 7.03 Removal of
Officers by Directors



Any officer elected or appointed by
the Board of Directors may be removed by the Board of Directors by majority vote of all the Directors whenever, in its judgment, the best interests of Old Dominion shall be served.



Any Member of Old Dominion may bring charges against any officer, and by filing with the Secretary such charges in writing,
together with a petition signed by thirty percent (30%) of the Members, may request the removal of such officer. The officer against whom such charges have been brought shall be informed in writing of the charges at least ten (10) days prior to the
Board meeting at which the charges are to be considered and shall have an opportunity to be present and represented by counsel at the meeting and to present evidence in respect to the charges; and the person or persons bringing the charges shall
have the same opportunity.



Section 7.04
Vacancies



Except as otherwise provided in these Bylaws, a
vacancy in any office may be filled by the Board of Directors for the unexpired portion of the term.



Section 7.05 Chairman of the Board



The Chairman of the Board shall be the link between the Board and management of Old Dominion. The Chairman may give such direction for the operation of
Old Dominion as deemed advisable in those situations where direction is, in the Chairmans opinion, needed and time will not reasonably permit submission of the matter to the Board.



The Chairman of the Board shall preside at the meetings of the Executive Committee and of the Board of Directors and shall
perform such other duties as may be assigned to that office by the Board of Directors. By reason of this office, the Chairman shall have the right to attend all meetings of committees.



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Section 7.06 Vice Chairman



In the absence of the Chairman, or in the event of the Chairmans
inability or refusal to act, the Vice Chairman shall perform the duties of the Chairman, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chairman. The Vice Chairman shall also perform any other duties
as may be assigned by the Board of Directors.



Section 7.07 Secretary/Treasurer



The
Secretary/Treasurer shall have the responsibility for preparing and maintaining custody of minutes of the Directors and Members meetings and for authenticating records of Old Dominion. The Secretary/Treasurer also shall in general
perform all the duties incident to the Office of Secretary/Treasurer and such other duties as may be assigned by the Board of Directors.



Section 7.08 President



The Board of Directors shall appoint a President who shall:



(a) serve at the will of the Board;



(b) be the Chief Executive Officer of the Corporation and be in charges of and exercise general management and control of the daily operation of the
business of Old Dominion.



(c) make recommendations and
suggestions concerning the goals and functions of Old Dominion to the Board. The President shall maintain supervision over all employees of Old Dominion and delegate a portion of such supervision to other employees as the President may deem
advisable. The President, by reason of the office, unless excused by the Board or the Chairman of the Board, shall be required to attend all meetings of standing committees, Old Dominion Board meetings, and Member meetings, but shall not have a vote
unless designated as a voting member of a committee at the time the committee is appointed; and



(d) perform all other duties and exercise such authority as the Board of Directors may vest in the President.



Section 7.09 Duties of Vice Presidents



Vice Presidents of Old Dominion shall perform such tasks as may be assigned
to them by the Board or the President. The Vice Presidents may be assigned duties as heads of departments and in such event, their work and effort shall be concentrated in that field according to the guidelines established by the Board or in the
absence of Board policy, by the President, reporting, unless otherwise specified, to the President.



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Section 7.10 Duties of Other Officers



Other officers who are also Directors of Old Dominion shall perform the
duties assigned to them by the Board of Directors and shall report to the Board. Other officers who are also employees of Old Dominion shall perform the duties assigned to them by the Board of Directors or by the President, reporting, unless
otherwise specified, to the President of Old Dominion.



Section 7.11 Bonds of Officers



Any officer or
agent of Old Dominion charged with responsibility for the custody of any of its funds or property shall be bonded in sums 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 Old Dominion to be bonded in such amounts with such surety as it shall determine.



Section 7.12 Reports



The officers of Old Dominion shall submit at each annual meeting of the Members reports covering the business of Old Dominion for the previous fiscal
year. The reports shall set forth the condition of Old Dominion at the close of the fiscal year.



ARTICLE 8



NON-PROFIT OPERATION



Section 8.01
Non-Profit Policy



Old Dominion shall at all times be
operated on a cooperative non-profit basis for the mutual benefit of its Members.



Section 8.02 Patronage Capital



A. In connection with the furnishing of electric energy, Old Dominions operations shall be so conducted that all Members will, through their
patronage, furnish capital for Old Dominion. In order to induce patronage and to assure that Old Dominion will operate on a non-profit basis, Old Dominion is obligated to account on a patronage basis to all its Members for income received and
receivable from the furnishing of electric energy in excess of operating costs and expenses properly chargeable against the furnishing of electric energy, as herein provided. Amounts received from the



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furnishing of electric energy in excess of operating costs and expenses at the moment of receipt by Old Dominion are
received with the understanding that they are furnished by the patrons as capital. Other than as provided in subsection C of this Section 8.02, Old Dominions income, operating costs and expenses shall be determined in accordance with
accounting principles generally accepted in the United States of America.



Old Dominion is obligated to pay by credits to a capital account for each Member amounts in excess of operating costs and expenses in accordance with Old Dominions Margin Stabilization Plan. The books and
records of Old Dominion 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 Member is clearly reflected and credited in an appropriate record to the capital account of
each Member. Old Dominion shall, within a reasonable time after the close of the fiscal year, notify each Member of the amount of capital so credited to its account. All such amounts credited to the capital account of any Member shall have the same
status as though they had been paid to the Member pursuant to a legal obligation to do so and the Member had then furnished corresponding amounts for capital.



B. To the extent Old Dominion elects to engage in the business of furnishing products and services other than electric service, amounts received and
receivable therefrom in excess of operating costs and expenses properly chargeable against the furnishing of such products and services shall be, insofar as permitted by law, allocated and assigned annually on a patronage basis and credited on the
books of Old Dominion as patronage capital to those patrons so furnished such products and services, in substantially the same manner provided in subsection A with respect to furnishing electric service.



C. In the event that Old Dominion shall not be exempt from Federal income tax
in any taxable year (pursuant to Section 501(c)(12) of the Internal Revenue Code), the provisions of this subsection C shall apply in lieu of the provisions of subsections A and B.



1. In any year governed by this subsection C, Old Dominions margins shall be computed by determining the amount of Old
Dominions taxable income for such year as computed for Federal income tax purposes (but determined without any deduction or exclusion for the margins allocated by Old Dominion to its Members). Additionally, in any such year, Old Dominion shall
determine the amount of its margins, as so computed, that is allocable to the furnishing of electric energy (electric margins) and allocable to business attributable to other than the furnishing of electric energy (other
margins), either of which may be in excess of Old Dominions margins for the taxable year. If Old Dominions electric margins or other margins shall be negative in any year, the amount of Old Dominions electric margins or other
margins, as the case may be, in subsequent taxable years (when positive) shall



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be reduced until the amount of such loss shall have been fully recouped against margins of the same character as the
prior loss. If, with respect to any year, Old Dominions taxable income (or the classification of such income as electric margins or other margins) shall be adjusted on audit, the amount of margins allocated by Old Dominion to its Members with
respect to such year in accordance with subsection C(2) will be retroactively increased or decreased to reflect the audit adjustment.



2. In connection with the furnishing of electric energy, Old Dominions operations shall be so conducted that all Members will, through their
patronage, furnish capital for Old Dominion. In order to induce patronage and to assure that Old Dominion will operate at cost on a cooperative non-profit basis, each year Old Dominion will allocate to its Members any electric margins that it earns
that year (if positive) based on the amounts of the Members respective patronage for the year with respect to the electric energy furnished by Old Dominion during that year. If Old Dominion elects to engage in the business of furnishing
products or services other than electric energy in any year, Old Dominion will allocate to its Members any other margins that it earns that year (if positive) based on the amounts of the Members respective patronage for the year with respect
to such products or services.



3. The books and records of Old
Dominion shall be set up and kept in such a manner that at the end of each fiscal year the amount of margins allocated to each Member in accordance with this subsection C is clearly reflected and credited in an appropriate record to the capital
account of each Member. Old Dominion shall, within a reasonable time after the close of the fiscal year, notify each Member of the amount of margins so credited to its capital account. Until such time as allocated margins are actually paid to the
Members of Old Dominion (as determined in the discretion of the Board of Directors of Old Dominion in accordance with Section 8.03 hereof), all margins credited to the capital account of any Member shall have the same status as though they had been
paid to the Member pursuant to a legal obligation to do so and the Member had then furnished corresponding amounts for capital.



Section 8.03 Retirement of Capital



In the event of dissolution or liquidation of Old Dominion, after all outstanding indebtedness of Old Dominion 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 Old Dominion will not be
impaired thereby, the capital then credited to Members accounts may be retired in full or in part. Termination of a Members membership shall not accelerate the payment of capital credits.



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Section 8.04 Assignability of Capital



Capital credited to the account of each Member shall be assignable only on
the books pursuant to written instructions from the assignor and only to successors in interest or successors in occupancy in all or a part of such Members premises served by Old Dominion unless the Board of Directors, acting under policies of
general application, shall determine otherwise.



Section 8.05 Classification of Business



In
determining and allocating the operating costs and expenses to form the basis of determining, in turn, the respective amounts of capital furnished by patrons through their patronage, it shall be the duty of the Board of Directors to classify the
business done by Old Dominion with all of its patrons into appropriate classes or departments of business or patronage.



Operating margins will be allocated to each Member within each such classes or departments on a patronage basis after full allocation of all direct and
indirect costs associated with service. All patronage margins contributed by patrons within a given class of business shall be assigned to such patrons on a dollar volume basis of patronage, but no patronage capital shall be deemed to have been
contributed by, or shall be allocated to, any patron within any class of business, if the receipts from all patrons within such class do not exceed the costs and expenses chargeable or allocable to such class. The cost allocation methodologies will
be subject to periodic review by the Board of Directors.



Section 8.06 Contractual Character of Operations



The Members of Old Dominion, by dealing with Old Dominion, acknowledge that the terms of the Articles of Incorporation and Bylaws shall constitute and be a contract between Old Dominion and each Member, and both Old
Dominion and the Members are bound by such contract, as fully as though each Member has individually signed a separate instrument containing those terms and provisions.



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ARTICLE 9



DISPOSITION OF PROPERTY



Section 9.01 Manner of Disposition



Old Dominion may not sell, lease or otherwise dispose of any of its property other than (1) property which, in the judgment of the Board of Directors,
neither is nor will be necessary or useful in operating and maintaining Old Dominions system and which, in any one year, shall not exceed ten percent (10%) in value of all of the property of Old Dominion, or (2), unless authorized to do so by
the votes of more than two-thirds (2/3) of its Members and the notice of such proposed sale, lease or other disposition shall have been contained in the notice of the meeting; provided, however, that Old Dominion may mortgage or otherwise encumber
its assets by a vote of at least two-thirds (2/3) of its Board of Directors.



ARTICLE 10



INDEMNIFICATION



Section 10.01 Directors and Officers



Old Dominion shall indemnify any Director or officer of
Old Dominion against expenses (including legal fees), judgments, fines, and amounts paid in settlement, actually and reasonably incurred, to the fullest extent now or hereafter permitted by law in connection with any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or investigative, brought or threatened to be brought against a person by reason of performance as a Director or officer of Old Dominion or affiliated corporations or in any other
capacity on behalf of Old Dominion or affiliated corporations.



The Board of Directors, by resolution adopted in each specific instance, may similarly indemnify any person other than a Director or officer of Old Dominion for liabilities incurred in connection witin services rendered for or at the
request of Old Dominion or affiliated corporations. The provisions of this section shall be applicable to all actions, suits or proceedings commenced after its adoption, whether such arise out of acts or omissions which occurred prior or subsequent
to such adoption and shall continue as to a person who has ceased to be a Director or officer or to render services for or at the request of Old Dominion and shall inure to the benefit of the heirs, executors, and administrators of such a person.



The rights of indemnification provided for herein shall not be
deemed the exclusive rights to which any Director, officer, employee or agent of Old Dominion may be entitled. Old Dominion may pay the expenses incurred by any person entitled to be indemnified by Old Dominion in defending a civil or criminal
action, suit or proceeding in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking, by or on behalf of such person, to repay such amount if it shall ultimately be determined that he is not entitled to be
indemnified by Old Dominion as authorized by law.



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ARTICLE 11



FISCAL POLICY



Section 11.01 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 Old Dominion, and such authority may be general or confined to specific instances.



Section 11.02 Checks, Drafts, etc.



All checks, drafts, wire transfers or other orders for the payment of money, and all notes, bonds or other evidences of indebtedness issued in the name of
Old Dominion shall be signed by such officer or officers, agent or agents, employee or employees of Old Dominion and in such manner as shall be determined by resolution of the Board of Directors.



Section 11.03 Deposits



All funds of Old Dominion shall be deposited to the credit of Old Dominion
in such banks or financial institutions as the Board of Directors may select.



Section 11.04 Fiscal Year



The fiscal year of Old Dominion shall be fixed by the Board of Directors as the needs of Old Dominions business require.



Section 11.05 Accounting System and Reports



All accounts of Old Dominion shall be examinded by a committee of the Board of Directors which shall render reports as
directed by the Board of Directors which shall be done at least annually. The Board of Directors shall also, after the close of each fiscal year, cause a full and complete audit of the accounts and books and financial conditions of Old Dominion to
be made.



Section 11.06 Contracts in Which
Directors Have Interest



Any contract or other transaction
between Old Dominion and one or more of its Directors, or between Old Dominion and any firm of which one or more of its Directors are shareholders, members, directors, officers, or employees, or in which they are interested, shall be valid for all
purposes,



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notwithstanding the presence of the Director or Directors at the meeting of the Board of Directors that acts upon the
contract or transaction, and notwithstanding their participation in the action, if the fact of such interest shall be disclosed or known to the Board of Directors and the Board of Directors shall, nevertheless, authorize or ratify the contract or
transaction. The interested Director or Directors shall to be counted in determining whether a quorum is present and shall to be entitled to vote on such authorization or ratification. This section shall not be construed to invalidate any contract
or other transaction that would otherwise be valid under the common and statutory law applicable to it.



Section 11.07 Employment of Related Persons



No relative, whether by marriage or blood, of a Director closer in degree of kindred than first cousin shall become an
employee of Old Dominion while such existing Director remains a Director. This provision shall not affect any employee who is in the excluded category prior to the adoption of the section or placed in the excluded category by marriage which occurs
subsequent to the Directors election.



ARTICLE 12



MEMBERHSIP IN OTHER ORGANIZATIONS



Section 12.01 Requirements



Old Dominion shall not become a member of or purchase stock in any other
organization without the approval of the Board of Directors.



ARTICLE 13



WAIVER OF NOTICE



Section 13.01 Written or by Attendance



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 such meeting by such Member or Director, except in case a Member or Director shall attend a meeting 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.



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ARTICLE 14



THE CORPORATE SEAL



Section 14.01 Design and Instription



The corporate seal of Old Dominion shall be in the form of a circle and shall have inscribed thereon the name of the corporation and the words
Corporate Seal, Virginia.



ARTICLE 15



RULES OF ORDER



Section 15.01 Parliamentary Procedure



At all meetings of the Members, the Board of Directors, and any committee that may be established by Old Dominion,
parliamentary procedure, except as determined by these Bylaws, the Articles of Incorporation and the laws of the State of Virginia, shall be governed by the latest edition of Roberts Rules of Order.



ARTICLE 16



AMENDMENT OF BYLAWS



Section 16.01 Method of Amendment



Subject to the provisions in the Articles of Incorporation, these Bylaws may be altered, amended or repealed by the affirmative vote of a two-thirds (2/3)
majority of the members of the Board of Directors at any regular or special meeting provided that notice of such meeting shall have stated the intention to alter, amend or repeal the Bylaws.



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