BYLAWS

of

PLANTERS ELECTRIC MEMBERSHIP CORPORATION

 

 

ARTICLE 1 – DEFINITIONS

 

SECTION 1.01—General Provisions.  Within these Bylaws of Planters Electric Membership Corporation, as currently existing or as later amended (“Bylaws”):

 

1.                Unless otherwise provided, words and phrases used in these Bylaws have their customary and ordinary meaning;

2.                The singular use of any word includes the plural use, and the plural use of any word includes the singular use;

3.                The masculine use of any word includes the feminine and neutral uses, the feminine use of any word includes the masculine and neutral uses, and the neutral use of any word includes the masculine and feminine uses;

4.                The present tense of any word includes the past and future tenses, and the future tense of any word includes the present tense; and

5.                The words “shall” or “must,” indicate a mandatory action or requirement, and the word “may” indicates a permissive action or requirement.

 

SECTION 1.02—Defined Terms.  These Bylaws define certain words and phrases within Bylaw sections (“Defined Terms”).  Defined Terms are:

 

1.      Capitalized and enclosed within parenthesis and quotation marks following the Defined Term’s definition; and

2.      Capitalized when otherwise used in these Bylaws.

 

Unless the context requires otherwise, Defined Terms have the meaning specified in the appropriate Bylaw section.

 

ARTICLE 2 – COOPERATIVE MEMBERSHIP

 

SECTION 2.01 - Membership Eligibility.  Any (1) natural person, (2) firm, (3) association, (4) corporation, (5) business trust, (6) partnership, (7) limited liability company, (8) state, state agency, or state political subdivision, (9) the United States of America, or any federal agency or federal political subdivision, or (10) other body politic (collectively, “Person”):

 

1.                As required or allowed by Law, using, receiving, or purchasing any service, product, commodity, equipment, or facility from or through Planters Electric Membership Corporation (“Cooperative”) reasonably related to the Cooperative furnishing, or the Person receiving, electric power; or

2.                As required or allowed by Law, using, receiving, or purchasing any other service, product, commodity, equipment, or facility from or through the Cooperative reasonably related to the Cooperative furnishing, or the Person receiving, any utility service; (collectively, “Cooperative Services”) is eligible to become a Member.

 

No Person may hold more than one (1) Cooperative membership.  Unless required by Law or otherwise provided in these Bylaws, and unless allowed in writing by the Cooperative’s board of directors (“Board”), no Cooperative membership, and no right or privilege associated with Cooperative membership, may be sold, purchased, assigned, or otherwise transferred.

 

               SECTION 2.02 – Membership Procedure.  Any Person seeking to become a Member (“Applicant”) must complete the following procedures (“Membership Procedures”):

 

1.                Within a reasonable time of using, receiving, or purchasing any Cooperative Service, complete a written membership application provided by the Cooperative in which the Applicant agrees, in writing, to:

 

a.                 Comply with:

 

(i)               All applicable law and legally binding agreements regarding the:

 

(1)   Cooperative;

(2)   Cooperative’s operation;

(3)   Cooperative’s Assets;

(4)   Cooperative’s Members and Patrons; and

(5)   Provision, use, receipt, and purchase of Cooperative Services,

 

including, but not limited to, all applicable:

 

(1)   Legislative, executive, administrative, and judicial statutes, case law, regulations, ordinances, rulings, or orders;

(2)   Local, state, and federal statutes, case law, regulations, ordinances, rulings, or orders;

(3)   Contractual provisions legally enforceable by, or against, the Cooperative; and

(4)   Legally binding contracts between the Cooperative and the Applicant or Member (collectively, “Law”);

 

(ii)             The Cooperative’s Charter/Articles of Incorporation (“Articles”);

(iii)           These Bylaws;

(iv)            The Cooperative’s service rules and regulations;

(v)              The Cooperative’s rate or price schedules; and

(vi)            Any policy, resolution, action, or amendment adopted by the Cooperative’s board of directors (“Board”) or membership;

 

as any of these materials currently exist, or as later amended, (collectively, “Governing Documents”); and

 

b.                Be a Member; and

c.                At prices, rates, or amounts determined by the Board, and in a manner specified by the Cooperative, pay the Cooperative for all:

 

(i)               Cooperative Services used, received, or purchased:

 

(1)          By the Member; or

(2)          At, or for, any dwelling or structure owned, controlled, or directly occupied by the Member; and

 

2.                Complete any additional or supplemental document or contract required by the Board for the Cooperative Service which the Applicant is seeking to use, receive, or purchase;

3.                Pay the Cooperative any dues, assessment, fee, deposit, contribution, or other amount required by these Bylaws or the Board;

4.                Unless waived in writing by the Board, or waived pursuant to Board policy generally applicable to all Applicants, pay the Cooperative any outstanding amounts owed the Cooperative by the Applicant.

 

SECTION 2.03 – Automatic Membership.  Unless the Board determines otherwise as provided in these Bylaws, upon:

 

1.                Completing the Membership Procedure to the Cooperative’s satisfaction; and

2.                Using, receiving, or purchasing any Cooperative Service,

 

an Applicant automatically becomes a member of the Cooperative effective the date the Applicant began using, receiving, or purchasing a Cooperative Service (“Member”).

 

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

 

If the Board determines that any Applicant is unable to comply with the Governing Documents, then the Board may refuse the Applicant membership in the Cooperative.  For other good cause determined by the Board, the Board may refuse an Applicant membership in the Cooperative.

 

If the Board refuses membership to any Applicant, then the Cooperative shall return to the Applicant any amounts paid to the Cooperative by the Applicant as part of the Membership Procedure other than:

 

1.                Amounts paid for using, receiving, or purchasing any Cooperative Service; and

2.                Outstanding amounts previously owed the Cooperative, and any associated interest or late payment charges.

 

SECTION 2.04 – Membership Agreement.  Every Member shall follow, abide by, and be legally bound to, the Governing Documents.  As provided in these Bylaws, the Cooperative may terminate any Member or Cooperative Service for the Member’s failure to follow, abide by, or be legally bound to, the Governing Documents.

 

By becoming a Member, each Member acknowledges that:

 

1.                Every Member is a vital and integral part of the Cooperative;

2.                The Cooperative’s successful operation depends upon every Member complying with the Governing Documents; and

3.                All Members are united in an interdependent relationship.

 

SECTION 2.05 - Joint Membership.  As provided in this Bylaw, a husband and wife principally residing at the same location may apply for joint membership in the Cooperative (“Joint Membership”).

 

A.           Creating Joint Memberships.  By jointly signing and executing a membership application, and by jointly completing the Membership Procedures, a husband and wife principally residing at the same location 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 principally residing at the same location as the Member.

 

B.           Joint Member Rights and Obligations.  Unless denied membership as provided by these Bylaws, and unless otherwise specified by these Bylaws, each natural person comprising 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, and unless otherwise provided 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 comprising the Joint Membership;

2.                The presence of either, or both, Joint Members at any meeting:

 

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

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

c.                Revokes any Member Proxy Appointment previously executed by the attending Joint Member;

 

3.                If only one (1) Joint Member votes on any matter, then the vote binds the Joint Membership and constitutes one (1) vote.  If both Joint Members vote on any matter, then each vote constitutes a one-half (1/2);

4.                Except upon the death of a Joint Member or divorce of between Joint Members, the suspension or termination of either Joint Member constitutes suspension or termination of both Joint Members; and

5.                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, is eligible to serve as a Director.

 

D.           Joint Membership Conversion and Termination.  Upon a death, divorce of marriage, legal separation, failure to principally reside in the same location between Joint Members:

 

1.                If one (1) Joint Member continues to legally use, receive, or purchase a Cooperative 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 Cooperative Service at the same location;

2.                If both Joint Members continue to legally use, receive, or purchase a Cooperative 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 neither Joint Member continues to legally use, receive, or purchase a Cooperative Service at the same location, then the Joint Membership terminates.

 

SECTION 2.06 – Provision of Cooperative Services.  The Cooperative shall provide Cooperative Services to Members in a reasonable manner.  The Cooperative, however, neither guarantees nor warrants continuous or flawless provision of Cooperative Services.  The Cooperative’s responsibility and liability for providing Cooperative Services terminates upon delivery of any Cooperative Service to a Member or other Person acting for a Member.

 

After providing the Member reasonable notice and an opportunity to comment orally or in writing, the Cooperative may suspend or terminate provision of any Cooperative Services to any Member.

 

Upon:

 

1.                Determining that a Member has tampered or interfered with, damaged, or impaired any product, equipment, structure, or facility furnished or used by the Cooperative to provide, monitor, measure, or maintain any Cooperative Service (“Cooperative Equipment”);

2.                Discovering the unsafe condition of any Cooperative Equipment; or

3.                Discovering any imminent hazard or danger posed by any Cooperative Equipment; then,

 

without providing the Member notice or an opportunity to comment, the Cooperative may suspend the Member, and may suspend or terminate provision of Cooperative Services to the Member.

 

SECTION 2.07 – Purchase of Cooperative Services.  As required or allowed by Law, and unless otherwise specified in writing by the Board, each Member shall use, receive, or purchase Cooperative Services from the Cooperative.  Each Member shall comply with, and abide by, any policy, program, rule, procedure, or other determination promulgated by the Board regarding the provision of Cooperative Services to the Member.

 

A.           Payments to Cooperative.  At prices, rates, or amounts determined by the Board, and in a manner specified by the Cooperative, each Member shall pay the Cooperative for all:

 

1.                Cooperative Services used, received, or purchased:

 

a.                 By the Member; or

b.                At, or for, any dwelling or structure owned, controlled, or directly occupied by the Member; and

 

2.            Dues, assessments, fees, deposits, contributions, or other amounts required by Law, these Bylaws, or the Board.

 

B.           Interest and Late Payment Fees.  As determined by the Board, Members shall pay interest, compounded periodically, and late payment fees for all amounts owed, but not timely paid, to the Cooperative.  Notwithstanding the Cooperative’s accounting procedures, the Cooperative may apply all amounts paid by any Member to all of the Member’s accounts on a pro rata basis, or as otherwise determined by the Board.

 

C.           Reduction in Cooperative Services.  As required or allowed by Law, and as determined by the Board:

 

1.                If a Member substantially reduces or ceases the Member’s use, receipt, or purchase of Cooperative Services, either singly or in combination; then

2.                The Cooperative may charge the Member, and the Member shall pay the Cooperative, the reasonable costs and expenses incurred by the Cooperative in relying upon the Member’s pre-reduction or pre-ceasing use, receipt, or purchase of Cooperative Services.

 

SECTION 2.08 – Maintaining Member Location.  Each Member shall maintain every dwelling or structure owned, controlled, or directly occupied by the Member, and at which the Cooperative provides any Cooperative Service, as required by the Governing Documents.

 

SECTION 2.09 – Member Grant of Property Rights.  As determined or required by the Cooperative, each Member shall:

 

1.                Provide the Cooperative temporary, or permanent, safe and reliable access to, and use of, any portion of; and

2.                Upon request from, and without charge to, the Cooperative, except as may otherwise be required by law, grant and convey, and execute any document reasonably requested by the Cooperative to grant and convey, to the Cooperative any written or oral easement, right-of-way, license, or other property interest in

 

any real or personal property in which the Member possesses any legal right and which is reasonably necessary to:

 

1.                Purchase, install, construct, inspect, monitor, operate, repair, maintain, remove, or relocate any Cooperative Equipment;

2.                Provide, monitor, measure, or maintain any Cooperative Service;

3.                Satisfy or facilitate any obligation incurred, or right granted, by the Cooperative regarding the use of Cooperative Equipment; or

4.                Safely, reliably, and efficiently:

 

a.       Operate the Cooperative; or

b.      Provide any Cooperative Service.

 

No Member shall tamper or interfere with, damage, or impair any Cooperative Equipment.  Unless otherwise determined by the Board, the Cooperative owns all Cooperative Equipment.  Each Member shall protect all Cooperative Equipment, and shall install, implement, and maintain any protective device or procedure reasonably required by the Cooperative.

 

Each Member shall comply with any procedure required by the Cooperative regarding the provision of any Cooperative Service to any Member or Person.

 

SECTION 2.10 -- Indemnification.  As requested by the Board, 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 2.11 - Member Suspension.  The Cooperative may suspend Members as provided in this Bylaw and allowed by Law.

 

A.           Suspension Reasons.  The Cooperative may suspend 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.                Ceases using, receiving, or purchasing any Cooperative Service;

4.                Dies, legally dissolves, or legally ceases to exist; or

5.                Voluntarily requests suspension; or

 

as otherwise provided in these Bylaws, or for other good cause determined by the Board (collectively, “Suspension Reason”).

 

B.           Notice and Comment.  Upon a Member’s voluntary request for suspension, or, unless otherwise provided in these Bylaws, if the Cooperative, following the occurrence of a Suspension Reason other than a Member’s voluntary request for suspension:

 

1.                Provides the Member at least fifteen (15) days prior written notice of the Member’s possible suspension and the underlying Suspension Reason; and

2.                Notifies the Member that the Member has, and allows the Member, at least five (5) days after the effective date of the notice to comment upon the Suspension Reason, either orally or in writing, then

 

unless otherwise determined by the Board in good faith, the Member is suspended.

 

Any written suspension notice provided by mail must be mailed first-class or certified mail to the Member’s most current address shown on the Membership List. Unless otherwise determined by the Board, a partnership-Member continuing to use, receive, or purchase a Cooperative Service is not automatically suspended upon the death of any partner, or following any other alteration in the partnership.  A partner leaving a partnership-Member remains liable to the Cooperative for any amounts owed to the Cooperative by the partnership-Member at the time of the partner’s departure.

 

C.           Effect of Member Suspension Upon Cooperative.  Upon a Member’s suspension, and other than the Cooperative’s:

 

1.                Obligation to retire and refund Capital Credits and Affiliated Capital Credits; and

2.                Obligations regarding the Cooperative’s dissolution,

 

the:

 

1.                Cooperative’s duties, obligations, and liabilities imposed by these Bylaws for the Member cease; and

2.                Cooperative may cease providing any Cooperative Service to the Member.

 

D.               Effect of Member Suspension Upon Member.  Other than the right to receive retired and refunded Capital Credits and Affiliated Capital Credits, and other than rights upon the Cooperative’s dissolution, a suspended Member forfeits and relinquishes all rights provided in the Governing Documents.  In particular, a suspended Member forfeits and relinquishes any voting rights provided by these Bylaws.  A suspended Member, however, remains subject to all obligations imposed by the Governing Documents.

 

E.                Lifting of Suspension.  Unless otherwise determined by the Board in good faith, a Member’s suspension is automatically lifted upon the Member rectifying, to the Cooperative’s reasonable satisfaction, the underlying Suspension Reason within ten (10) days of the suspension.  The Board may lift any Member suspension for good cause as determined by the Board.

 

SECTION 2.12 – Member Termination.  Upon approval by the Board in good faith, and as allowed by Law, a suspended Member is terminated. 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 amounts authorized by the Board and generally returned to terminated Members.

 

SECTION 2.13 – Membership List.  The Cooperative, or the Cooperative’s agent, shall maintain a record of current Members in a form permitting the Cooperative to alphabetically list the names and addresses of all Members (“Membership List”).

 

Upon five (5) business days’ prior written notice or request and:

 

1.                At a reasonable time and location specified by the Cooperative, a Member may inspect and copy the names and addresses included in the Membership List; or

2.                If reasonable, as determined by the Cooperative, and upon a Member paying the Cooperative a reasonable charge determined by the Cooperative covering the Cooperative’s labor and material cost of preparing and copying the Membership List, the Cooperative shall provide to the Member a copy of the names and addresses included in the Membership List

 

if, and to the extent that:

 

1.                The Member’s demand is made in good faith and for a proper purpose;

2.                The Member describes with reasonable particularity the Member’s purpose for inspecting or copying the Membership List; and

3.                The Membership List is directly connected with the Member’s purpose.

 

Without the Board’s consent, however, a Member may not inspect, copy, or receive a copy of, the names and addresses included in the Membership List for any purpose unrelated to the Member’s interest as a Member.  Likewise, without the Board’s consent, the names and addresses included in the Membership List may not be:

 

1.                Used to solicit money or property unless the money or property is used solely to solicit Member votes;

2.                Used for any commercial purpose; or

3.                Sold to, or purchased by, any Person.

 

SECTION 2.14 – Member Liability.  A Member is generally not liable to third parties for the Cooperative’s acts, debts, liabilities, or obligations.  A Member, however, may become liable to the Cooperative as:

 

1.                Provided in these Bylaws; or

2.                Otherwise agreed to by the Cooperative and Member.

 

 

ARTICLE 3 – MEMBER MEETINGS AND ARTICLE MEMBER VOTING

 

SECTION 3.01 – Annual and Regular Member Meetings.  Within a county in which the Cooperative provides any Cooperative Service reasonably related to providing electric power to Members, the Cooperative:

 

1.                Shall annually hold a meeting of Members (“Annual Member Meeting”); and

2.                May regularly hold meetings of Members (“Regular Member Meeting”).

 

The Board shall determine the date, time, and location of any Annual Member Meeting or Regular Member Meeting.

 

At the Annual Member Meeting, the Chairman or Treasurer shall provide a written report, or oral presentation, regarding the Cooperative’s activities and financial condition.  The Cooperative’s failure to hold an Annual Member Meeting or Regular Member Meeting does not affect any action taken by the Cooperative.

 

SECTION 3.02 – Special Member Meetings.  The Cooperative shall hold a special meeting of Members at a date, time, and location within a county in which the Cooperative provides any Cooperative Service reasonably related to providing electric power to Members determined by the Board (“Special Member Meeting”) upon the Cooperative receiving:

 

1.                A written or oral request from the Board or Chairman;

2.                A written request signed by at least three (3) Directors currently in office; or

3.                One (1) or more written demands signed and dated by at least ten percent (10%) of the Cooperative’s total current non-suspended Members (“Total Membership”) requesting, and describing the purpose of, a special meeting of Members (“Member Demand”).

 

If the Cooperative fails to notify properly the Members of a Special Member Meeting within thirty (30) days of receiving any Member Demand, then a Member signing the Member Demand may:

 

1.                   Reasonably set the time, place, and location of the Special Member Meeting; and

2.                   Properly notify the Members of the Special Member Meeting.

 

SECTION 3.03 – Permitted Member Action at Member Meetings.  At any Annual Member Meeting, Regular Member Meeting, or Special Member Meeting (collectively, “Member Meeting”), Members may consider, vote, or act only upon a matter for which:

 

1.                Unless otherwise provided in these Bylaws, the Board and Members were notified properly;