I recently encountered this problem while writing some posh code for cleaning up terminated employees. I am running Windows 8.1 and have the Exchange Management tools installed with SP3. When I tried to import the Active Directory module I received he following error:
module cannot be imported because its manifest contains one or more members that are not valid
As it turns out, the issue is related to the fact that Exchange 2010 SP3 does not support Powershell V3 or V4 and Windows Management Framework 3.0+.
The solution is pretty simple, just download Update Rollup 7 or higher for the Server 2010 SP3 Exchange Management Tools.
But that's not all folks!
The rollup resolves the issue with Exchange Management Shell support for Powershell V4 but it does not update the shortcut that launches the management shell. You'll need to edit the shortcut to point it to V4:
C:\Windows\System32\WindowsPowerShell\v1.0\powershell.exe -version 4 -noexit -command ". 'C:\Program Files\Microsoft\Exchange Server\V14\bin\RemoteExchange.ps1'; Connect-ExchangeServer -auto"
Also note: every time you install a rollup, it replaces the management shell shortcut so you may find yourself having to do this again.