BYLAWS OF JACKSON ELECTRIC COOPERATIVE, INC.
Article I General
Section 1.1 Law and Articles.These Bylaws are subject to Law and the Articles of Incorporation of Jackson Electric Cooperative, Inc. ("Articles").If, and to the extent that, a Bylaw conflicts with Law or the Articles, then the Law or Articles control. "Law" includes applicable:
(1)local, state, and federal constitutions, statutes, ordinances, regulations, holdings, rulings, orders, and similar documents or actions, whether legislative, executive, or judicial; and
(2) legally binding contracts enforceable by or against the Cooperative, including legally binding contracts between the Cooperative and an Applicant or Member.
Article II Cooperative Membership
Section 2.1 - Requirements for Membership.Any person, firm, association, corporation, or body politic or subdivision thereof will become a member of Jackson Electric Cooperative, Inc. (hereinafter called the "Cooperative") upon receipt of electric service from the Cooperative, provided that he or it has first:
(1)Made a written application for membership therein.
(2)Said application is then approved by vote of the Board of Directors.
(3)Agreed to purchase from the Cooperative electric energy as hereinafter specified.
(4)Agreed to comply with and be bound by the Articles of Incorporation and Bylaws of the Cooperative and any rules and regulations adopted by the Board, and
(5)Paid the membership fee hereinafter specified.
No member may hold more than one membership in the Cooperative, and no membership in the Cooperative shall be transferable, except as provided in these Bylaws.A membership shall entitle each member to one vote in the affairs of the Cooperative.
Section 2.2 - Membership Fee.Payment of the membership fee, in effect at the time of membership application entitles a member to one or more electrical service connections.The membership fee shall be subject to adjustment from time to time by the Cooperative Board of Directors but the applicant shall only pay such membership fee in effect at the time of membership application.
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Section 2.3 - Purchase of Electric Energy.Each member shall, as soon as electric energy is available, purchase from the Cooperative electric energy used on the premises specified in his Contract for Electric Service and shall pay thereof monthly at rates which shall from time to time be fixed by the Board of Directors, provided, however, that the member may be limited to the amount of electric energy provided by such member’s contract with the Cooperative. It is expressly understood that amounts paid for electric energy in excess of the cost of service are furnished by members as capital and each member shall be credited with the capital so furnished as provided in these Bylaws.Each member shall pay to the Cooperative such minimum amount per month, regardless of the amount of electric energy consumed, as may be fixed by the Board of Directors from time to time.Each member shall also pay all amounts owing by him to the Cooperative as and when the same shall become due and payable.
Section 2.4 - Non-Liability for Debts of the Cooperative.The private property of the members of the Cooperative shall be exempt from execution for the debts of Cooperative and no member shall be individually liable or responsible for any debts or liabilities of the Cooperative.
Section 2.5 - Withdrawal of Membership.Any member may withdraw from membership upon payment in full of all debts and liabilities of such to the Cooperative and upon compliance with such terms and conditions as the Board of Directors may prescribe.
Section 2.6 - Transfer and Termination of Membership.Membership in the Cooperative shall not be transferable, except as hereinafter otherwise provided, and upon the death, cessation of existence, or withdrawal of a member the membership of such member shall be terminated automatically.Termination of membership in any manner shall not release the member from debts or liabilities of such member to the Cooperative.In case of withdrawal or termination of membership in any manner, the Cooperative will repay to the member the amount of membership fee paid by him, provided however, that the Cooperative shall deduct from the membership fee the amount of any debts or obligations owing by the member to the Cooperative.A check shall be issued for the balance of the membership fee plus the balance of any deposits credited to the customer and mailed to the former member at his last known address.
A membership may be transferred by a member to his or her spouse, as the case may be.Such transfer shall be made and recorded on the books of the Cooperative.
When a membership is held jointly by a husband and wife, upon the death of either, such membership shall be deemed to be held solely by the survivor with the same effect as though such membership had been originally issued solely to him or her, as the case may be, and upon the recording of such death on the books of the Cooperative, provided however, that the estate of the deceased shall not be released from any membership debts or liabilities of the Cooperative.
A husband and wife may each have a separate membership if more than one account is held by such husband and wife subject to application for such separate membership and payment of the fee for each membership.
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Section 2.7 - Membership Agreement.A Member shall: 1) comply with the Governing Documents and; 2) provide and maintain a current mailing address and telephone number with the Cooperative.If a Member fails to comply with the Governing Documents, then, as provided in these Bylaws: 1) the Cooperative may suspend or terminateservice provided to the Member; and 2) the member shall pay the Cooperative for the Cooperative’s damages, costs, or expenses, including attorney fees and legal expenses, caused by or associated with the Member’s failure to comply with the Governing Documents.Regardless of whether money damages are available or adequate, the Cooperative may: 1) bring and maintain a legal action to enjoin the Member from violating the Governing Documents; and 2) bring and maintain a legal action to order the Member to comply with the Governing Documents.
The Articles and these Bylaws are contracts between the Cooperative and a Member.By becoming or remaining a Member, the Member acknowledges that: 1) every Member is a vital and integral part of the Cooperative; 2) the Cooperative’s successful operation depends upon each Member complying with the Governing Documents; and 3) Members are united in an interdependent relationship.
As requested by the Cooperative, a Member shall: 1) submit a claim or dispute between the Member and the Cooperative regarding the Governing Documents, the Cooperative’s Provision of a Cooperative Service, or the Member’s Use of a Cooperative Service to mediation and arbitration and shall comply with an arbitration award; and 2) indemnify the Cooperative for, and hold the Cooperative harmless from, liabilities, damages, costs, or expenses, including reasonable attorney fees and legal expenses, incurred by the Cooperative, or by a Cooperative Director, Officer, employee, agent, or representative (“Cooperative Official”), and caused by the Member’s negligence, gross negligence, or willful misconduct, or by the unsafe or defective condition of a Location Occupied by the Member.
Section 2.8 - Provision of Cooperative Service.A Member shall comply with any reasonable procedure required by the Cooperative regarding the provision of an electrical servic .Based upon different costs of providing an electrical service to different classes of electrical consumers, the Cooperative may charge each class a different rate or price for providing the Electrical Service.
(1) Interruption of ElectricalService. The Cooperative will undertake to provide electrical service to all Members in a reasonable and prudent manner, consistent with the industry standards. The Cooperative, however, cannot and does not insure or warrant that it will providecontinuous or nonfluctuating electrical service.The Cooperative is not liable for damages, costs or expenses, including attorney fees or legal expenses, caused by the Cooperative providingnon-continuous or fluctuating electric service, unless the damages, costs, or expenses are caused by the Cooperative’s gross negligence or willful misconduct.The Cooperative’s responsibility and liability for providing electrical service terminates upon delivery of service at the weatherhead or point of delivery.In case of emergency, or as requested by appropriate government or emergency officials or representatives, the Cooperative may interrupt electrical service to the Cooperative Members.
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(2) Safe and Protected Operation of the Cooperative.A Member shall take or omit any act that is required by the Cooperative to safely, reliably, and efficiently operate the Cooperative and provide electrical service.This provision shall apply to: 1) a location occupied by the Member for which the Cooperative provides or will provide electrical service; 2) real or personal property in which the Member possesses a legal or equitable right or interest (“Member Property”); 3) Cooperative Equipment; or 4) Member Equipment connected to Cooperative Equipment.A Member shall: 1) protect Cooperative Equipment and Member Equipment connected to Cooperative Equipment; and 2) install and maintain procedures required by the Cooperative.As necessary to safely, reliably, and efficiently operate the Cooperative and provideelectrical service, the Cooperative may temporarily interrupt the Cooperative’s electrical service. A Member shall not tamper with, alter, interfere with, damage, or impair Cooperative Equipment. Except as otherwise provided by the Board or Contract Agreement, the Cooperative owns all Cooperative Equipment.
(3)Member Equipment Connected to Cooperative Equipment.Before and while Member Equipment is connected to Cooperative Equipment, the Member:
(a) shall comply with, and shall ensure that the Member equipment, the connection, and any act or omission regarding the Member equipment and the connection comply with the Governing Documents, including terms, conditions, requirements, and procedures required by the Cooperative regarding the Member equipment and the connection;
(b) shall ensure that the Member equipment and the connection do not adversely impact the Cooperative’s ability to safely, reliably, and efficiently operate the Cooperative or Provide a Cooperative Service;
(c) grants the Cooperative the right (but does not impose upon the Cooperative an obligation) to inspect the Member equipment and the connection to determine whether the Member equipment and connection comply with the Governing Documents;
(d) grants the Cooperative the right to disconnect or temporarily operate Member equipment that does not comply with applicable codes or that adversely impacts the Cooperative’s ability to safely, reliably, and efficiently provide electrical energy; and
(e) shall pay the Cooperative for income not received or accrued because of the connection.
If Member equipment is connected to Cooperative equipment, then: 1) the Member is, but the Cooperative is not, responsible for designing, installing, operating, maintaining, inspecting, repairing, replacing, and removing the Member equipment; 2) the Cooperative is not liable for damage to, or for the performance of, the Member equipment; 3) the Cooperative is not liable for damage to Member property; 4) the Member is responsible for knowing the concerns, risks, and issues associated with operating the Member equipment and connecting the Member equipment to Cooperative equipment; 5) the Member is liable for damage to, and for the nonperformance of, the Cooperative equipment caused by the Member equipment or the connection; and 6) the Member is liable for, and must indemnify the Cooperative against, injury or death to any Person and damage to any property caused by, or resulting from, the Member equipment or the connection.
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(4) Suspension or Termination of Cooperative Service.After providing a Memberreasonable notice and an opportunity to comment orally or in writing, the Cooperative may suspend or terminate the provision of electrical energy to the Member for a Suspension Reason. Without providing a Member notice or an opportunity to comment, the Cooperative may suspend or terminate the provision of electrical energy to the Member upon determining or discovering:
(a) that Cooperative equipment used to provide the electrical energy has been tampered with, altered, interfered with, damaged, or impaired;
(b) that Member equipment connected to Cooperative equipment adversely impacts the Cooperative’s ability to safely, reliably, and efficiently operate the Cooperative or provide electrical energy;
(c) the unsafe condition of Cooperative equipment or Member equipment connected to
Cooperative equipment; or
(d) an imminent hazard or danger posed by Cooperative equipment or Member equipment connected to Cooperative equipment.
Section 2.9 Grant of Property Rights.As required by the Cooperative for a Cooperative purpose, a Member shall: 1) provide the Cooperative safe and reliable access to or use of Member property; and 2) pursuant to terms and conditions specified by the Cooperative, and without compensation from the Cooperative, grant or convey to the Cooperative a written or oral easement, rightofway, license, or other right or interest in Member property, and execute a document regarding this grant or conveyance.
A “Cooperative Purpose” is at any time, and in a manner determined by the Cooperative: 1) purchasing, installing, constructing, inspecting, monitoring, operating, repairing, maintaining, removing, relocating, upgrading, or replacing Cooperative equipment or Member equipment connected to Cooperative equipment; 2) clearing, trimming, removing, or managing any trees, bushes, brush, or other vegetation; 3) providing electrical energy to a Member or one or more other Members; 4) monitoring, measuring, or maintaining electrical energy services to a Member or one or more other Members; 5) Providing electric energy to a Person or one or more other Persons; 6)authorizing, permitting, satisfying, or facilitating an obligation incurred, or right granted, by the Cooperative regarding use of Cooperative equipment; or 7) safely, reliably, and efficiently operating the Cooperative or providing electrical energy services.
Section 2.10 Membership List.The Cooperative shall maintain a written or electronic record of current Members in a form permitting the Cooperative to alphabetically listthe names and addresses of all Members.
Except as otherwise provided by these Bylaws or the Board, a Person may not inspect, copy, or receive a copy of all or part of the Membership List or a similar list of Members.
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Pursuant to this Bylaw, upon delivery to the Cooperative at least five(5) days in advance of a written notice or request signed by a Member, the Member, or the Member’s agent or attorney, may: 1) inspect and copy the Membership List during regular business hours at a reasonable location specified by the Cooperative; or 2) pay the Cooperative a reasonable charge determined by the Cooperative covering the labor and material costs of producing, reproducing, copying, or transmitting the Membership List, which charge may not exceed the estimated costs of producing, reproducing, copying, or transmitting the Membership List, and the Cooperative must provide the Member a written or, if requested, electronic copy of the Membership List.
A Member, Member’s agent, or Member’s attorney, however, may inspect, copy, or receive a copy of the Membership List only if, as determined by the Cooperative: 1) the Member’s notice or request is made in good faith and for a proper purpose; 2) the Member describes with reasonable particularity the purpose for which the Member will use the Membership List; and 3) the Membership List is directly connected with the Member’s purpose.
Except as otherwise provided by the Board, a Person may not: 1) obtain or use all or part of the Membership List for a purpose unrelated to a Member’s interest as a Member; 2) use all or part of the Membership List to solicit money or property, unless the money or property is used solely to solicit Member votes in a Cooperative election or vote; 3) use all or part of the Membership List for a commercial purpose; or 4) sell or purchase all or part of the Membership List.
Except as otherwise provided by the Board, a Person shall comply with any reasonable terms, conditions, or requirements imposed by the Cooperative to protect against use of all or part of the Membership List for improper purposes or prohibited uses.
Instead of making the Membership List available for inspection or copying, or providing a copy of the Membership List, the Cooperative may, within five(5) days of receiving a notice or request from a Member, offer the Member an alternative method for reasonably and timely accomplishing the purpose identified by the Member without providing access to or a copy of the Membership List.
No member may sell, transfer, disclose, distribute, or otherwise dispose of all or part of the Membership List or a similar list or record of Members or Member information.
Article III Member Meetings and Member Voting
Section 3.1 - Annual Member Meetings.The Cooperative shall annually hold a meeting of Members (“Annual Member Meeting”).
The Board shall determine the date, time, and location of an Annual Member Meeting.The Cooperative’s failure to hold an Annual Member Meeting does not affect an action taken by the Cooperative.
At the Annual Member Meeting: 1) the President shall give a report regarding the activities of the Cooperative; and 2) the Treasurer shall give a report regarding the financial condition of the Cooperative and any Cooperative Subsidiary.Within thirty (30) days before the Annual Member Meeting, the Cooperative shall mail the Members a copy or summary of the report provided by the Treasurer at the Annual Member Meeting.
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Section 3.2 - Special Member Meetings.The Cooperative shall hold a special meeting of Members (“Special Member Meeting”) upon receiving: 1) a written request from the Board signed by at least fifty percent(50%)of the Board or 2) a written demand signed and dated within thirty(30) days after the first signature by at least one thousand (1,000) unsuspended Members or ten percent (10%) of the total number of unsuspended Members (“Total Membership”), whichever is less, with each page of the written demand requesting and describing the purpose of the meeting (“Member Demand”).
The Board shall determine the date, time and location or manner of a Special Member Meeting.
If the Cooperative does not notify Members of a Special Member Meeting within thirty (30) days of receiving a Member Demand signed by the requisite number of Members, then a Member signing the Member Demand may: 1) set a reasonable time, place, and location for the Special Member Meeting; and 2) notify Members of the Special Member Meeting, including the agenda for such meeting.
Section 3.3 - Agenda, Attendance, and Action at Member Meetings.Except as otherwise provided in these Bylaws, before or at an Annual or Special Member Meeting (“Member Meeting”), the Board: (1) shall determine the agenda, program, or order of business for the Member Meeting; and (2) may limit attendance at the Member Meeting to Members and Persons Occupying a Location with Members.