ARTICLE II - Cooperative Membership

ARTICLE II - Cooperative Membership

SECTION 2.1 – Membership Eligibility 

Any natural person, firm, association, cooperative, corporation, limited liability company, business trust, partnership, limited liability partnership, state, state agency, or state political subdivision, subdivision, or other body politic (collectively, “Person”), that purchases any products, services or equipment related to energy, telecommunication, water or sewerage (collectively, “Utility Services”) from the Cooperative is eligible to become a Member.

No Person may hold more than one membership in the Cooperative. Except as otherwise provided in these Bylaws, no Cooperative membership, and no right or privilege associated with Cooperative membership, may be sold, purchased, assigned, or otherwise transferred.

SECTION 2.2 – Membership Procedure

Any Person seeking to become a Member (“Applicant”) must complete the following procedures (“Membership Procedures”):

A. Membership in the Cooperative shall be upon a verbal, written or electronic application, payment of a membership fee as determined in advance by the Board of Directors of the Cooperative, not to exceed ten dollars ($10.00) and upon compliance with and be bound by (a) the Cooperative’s Articles of Incorporation (“Articles”), (b) these Bylaws and (c) any policies and regulations adopted by the Cooperative’s Board of Directors (“Directors”)(items a, b and c are collectively referred to as the “Governing Documents”);

B. Purchase one or more Utility Services from the Cooperative;

C. Complete any additional or supplemental document or contract required by the Board for the Utility Service that the Applicant is seeking to use;

D. Unless waived in writing by the Cooperative, pay the Cooperative any outstanding amounts owed the Cooperative by the Applicant; and

E. Pay the Cooperative any dues, assessment, fee, deposit, contribution, or other amount required by the Governing Documents of the Cooperative.

SECTION 2.3 – Automatic Membership

Unless the Board determines otherwise as provided in these Bylaws, an Applicant automatically becomes a member of the Cooperative (“Member”) effective upon the later of the date the Applicant began using any Utility Service and the date the Applicant has completed the Membership procedure to the Cooperative’s satisfaction.

The Cooperative may issue membership certificates to each Member in a manner, method, and form determined by the Board.

The Board may refuse any Applicant membership in the Cooperative for cause.

SECTION 2.4 – Member Classes

The Cooperative shall assign each Member to one (1) of the following classes (“Member Classes”):

Class A Member: Any member who purchases electric distribution service from the Cooperative, and all associated power supply requirements from the Cooperative.

Class B Member: Any member who purchases electric distribution service but no power supply requirements from the Cooperative.

Class C Member: Any member who purchases any other utility service. In classifying Members:

  1. No Member may be a member of more than one Member Class;
  2. Based upon a Member’s use of one (1) or more Utility Services, the Cooperative shall designate the Member in descending order of priority as a Class A Member, Class B Member, Class C Member; and
  3. Upon the Cooperative learning of, or upon a Member demonstrating to the Cooperative’s reasonable satisfaction, a change in any Member’s use of Utility Services, then, if applicable, within thirty (30) days, the Cooperative shall re-classify the Member.

Unless otherwise provided in these Bylaws, the term “Member” includes all Member Classes.

SECTION 2.5 – Joint Membership

As provided in this Bylaw, a husband and wife may apply for joint membership in the Cooperative (“Joint Membership”).

A. Creating Joint Memberships. By jointly completing the membership procedure, a husband and wife may apply for Joint Membership. By written request, and by jointly executing a new membership application, any Member may apply to convert the Member’s individual membership to a Joint Membership with the Member’s spouse.

B. Joint Member Rights and Obligations. Unless otherwise specified by these Bylaws, each natural person comprised by a Joint Membership (“Joint Member”) has and may enjoy all the rights, benefits, and privileges, and is subject to all the obligations, requirements, and liabilities, of being a Member. As used in these Bylaws, Membership includes any Joint Membership, and Member includes any Joint Member.

C. Effect of Joint Member Actions. For each Joint Membership:

  1. Notice of any meeting provided to either Joint Member, or waiver of notice of any meeting signed by either Joint Member, constitutes notice or waiver of notice for both Joint Members;
  2. The presence of either Joint Member at any meeting:

a. Constitutes the presence of one (1) Member at the meeting;

b. Waives notice of the meeting for both Joint Members;

  1. There shall be only one (1) vote per Joint Membership on any matter. The action of either Joint Member shall be deemed to be the action of both in all Cooperative affairs. A Member Proxy Appointment issued or revoked by either Joint Member shall be deemed issued or revoked by both and the date of the last issuance or revocation shall control;
  2. Except upon the death of a Joint Member or divorce between Joint Members, the termination of either Joint Member constitutes termination of both Joint Members; and
  3. A Joint Member otherwise qualified is eligible to serve as a member of the Board (“Director”). If both Joint Members are otherwise qualified to serve as a Director, then either Joint Member, but not both Joint Members simultaneously may be elected to serve as a Director.

D. Joint Membership Conversion and Termination. Upon a death or divorce of Joint Members:

  1. If, in the case of death or of divorce, one (1) Joint Member continues to legally use, receive, or purchase a Utility Service at the same location, then the Joint Membership converts to a membership in the name of the Joint Member continuing to legally use, receive, or purchase a Utility Service at the same location;
  2. If, in the case of divorce, both Joint Members continue to legally use, receive, or purchase a Utility Service at the same location, then the Joint Membership converts to a membership in the name of the Joint Member determined by the Cooperative; or
  3. If, in the case of death or divorce, neither Joint Member continues to legally use, receive, or purchase a Utility Service at the same location, then the Joint Membership terminates.

SECTION 2.6 – Provision of Utility Services

The Cooperative shall provide Utility Services to Members in a reasonable manner. The Cooperative, however, neither guarantees nor warrants continuous or flawless provision of Utility Services. The Cooperative’s responsibility and liability for providing Utility Services terminates upon delivery of any Utility Service to a Member or other Person acting for a Member.

SECTION 2.7 – Purchase of Utility Services

As required by Law, each Member shall use at least one (1) Utility Service provided by the Cooperative.

SECTION 2.8 – Indemnification

Each Member shall indemnify the Cooperative for, and hold the Cooperative harmless from, any expenses, costs, liabilities, or damages, including reasonable attorney fees and legal expenses, incurred by the Cooperative, or by any Cooperative Director, Officer, employee, agent, representative, or contractor, because of any property damage, personal injury, or death resulting from the Member’s negligence or failure to comply with the Governing Documents

SECTION 2.9 – Member Termination

The Cooperative may terminate Members as provided in this Bylaw and allowed by Law.

A. Termination Reasons. The Cooperative may terminate a Member if the Member:

  1. Fails to timely pay any amounts due the Cooperative;
  2. Fails to timely comply with the Governing Documents;
  3. For six (6) consecutive months, fails to use a minimum of one Utility Service;
  4. Dies, legally dissolves, or legally ceases to exist; or
  5. Voluntarily requests termination; or as otherwise provided in these Bylaws, or for other good cause determined by the Board.

Items 1 - 5 are referred to in these Bylaws as “Termination Reasons.”

B. Termination. Unless otherwise provided in these Bylaws, following the occurrence of a Termination Reason, the Cooperative may terminate, without notice, the membership of any member if they fail to comply with the above provisions.

C. Effect of Member Termination Upon Cooperative. Upon a Member’s termination, the Cooperative’s duties, obligations, and liabilities imposed by these Bylaws for the Member cease and the Cooperative may cease providing any or all Utility Service to the Member. The Cooperative retains the obligation to allocate Capital Credits and Affiliated Capital Credits for the period during which the Member purchased utility service.

D. Effect of Member Termination Upon Member. Other than the right to receive allocated Capital Credits and Affiliated Capital Credits when they are retired and refunded, a terminated Member forfeits and relinquishes all rights provided in the Governing Documents. In particular, a terminated Member forfeits and relinquishes any voting rights provided by these Bylaws. A terminated Member, however, remains subject to all obligations imposed by the Governing Documents. Termination of a Member does not release the former Member from any debts, liabilities, or obligations owed the Cooperative. Upon a Member’s termination from the Cooperative, and after deducting any amounts owed the Cooperative, the Cooperative shall return to the Member any membership fee or deposit paid by the Member.

E. Notwithstanding the foregoing, the Cooperative may suspend or terminate service to a Member in accordance with the Governing Documents, without first terminating such Member.

SECTION 2.10 – Member Liability

A Member’s liability to third parties for the Cooperative’s acts, debts, liabilities, or obligations is generally limited, by law, to the unpaid portion of such Member’s Membership fee unpaid subscription to capital stock, and unpaid bills from the Cooperative.AMember, however, may become liable to the Cooperative as provided in these Bylaws or as otherwise agreed to by the Cooperative and Member.

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