Bylaws

BY-LAWS
OF
ESCAMBIA RIVER ELECTRIC COOPERATIVE, INC.
AS AMENDED APRIL 28, 2018

ARTICLE I
MEMBERSHIP

SECTION 1.  MEMBERSHIP ELIGIBILITY.  Any person, firm, association, corporation, body politic or subdivision thereof, or any other legal entity may be eligible to become a member of Escambia River Electric Cooperative, Inc., (“Cooperative”) by:

(a)  therein Complying with the Cooperative’s membership application procedures;

(b)  Agreeing to use, receive or purchase from the Cooperative,

(1)  any service, product, commodity, equipment, or facility from or through the Cooperative reasonably related to the Cooperative’s furnishing of electric service to its membership; or

(2)  when authorized by the Board of Trustees (the “board”), any other service, product, commodity, equipment, or facility from or through the Cooperative;

(c)  Agreeing to comply with and be bound by the Cooperative’s articles of incorporation, by-laws, policies, service rules and regulations, as they now exist and as they are hereinafter amended from time-to-time by the board, and including, but not limited to the Safety Rules and Regulations of the Florida Public Service Commission and the National Electric Safety Code (all of the foregoing collectively referred to “the Governing Documents”; and

(d)  Paying the amounts hereinafter specified; provided, however, that the board may refuse membership for any applicant who is unable to comply with the membership eligibility requirements, or for other good cause.

SECTION 2.  CURRENT CONTACT INFORMATION.  It shall be the duty of the member or former member to provide written notice to the Cooperative of any address changes.  It is the responsibility of the member or former member to ensure that the Cooperative has current contact information on file, including physical mailing address.

SECTION 3.  JOINT MEMBERSHIP.  Legally married couples may apply for a joint membership and, subject to their compliance with the requirements set forth in Section I of this Article, may be accepted for such membership. The term “member” as used in these by-laws shall be deemed to include a legally married spouse holding a joint membership and any provisions relating to the rights and liabilities of membership shall apply equally with respect to the holders of a joint membership. Without limiting the generality of the foregoing, the effect of the foregoing, the effect of the hereinafter-specified actions by or in respect to the holders of a joint membership shall be as follows:

(a)  The presence at a meeting of either or both shall be regarded as the presence of one member and shall have the effect of constituting a joint waiver of notice of the meeting;

(b)  The vote of either separately or both jointly shall constitute one joint vote;

(c)  A waiver of notice signed by either or both shall constitute a joint waiver;

(d)  Notice to either shall constitute notice to both;

(e)  Expulsion of either shall terminate the joint membership;

(f)  Withdrawal of either shall terminate the joint membership;

(g)  Either, but not both, may be elected or appointed as an officer or trustee, provided that both meet the qualifications for such office.

SECTION 4.  CONVERSION OF MEMBERSHIP.

(a)  A membership may be converted to a joint membership upon the written request of the holder thereof and the agreement by such holder and his or her spouse to comply with the articles of incorporation, by-laws and rules and regulations adopted by the board.

(b)  Upon the death of either spouse who is a party to the joint membership, such membership shall be held solely by the survivor; provided, however, that the estate of the deceased shall not be released from any debts due the Cooperative.

SECTION 5.  MEMBERSHIP AND SERVICE CONNECTION FEES.  Applicants for membership shall pay to the Cooperative such membership fees, dues, assessments, deposits, contributions, or other amounts as required by these bylaws, the Governing Documents, or by the board. Unless waived in writing by the board, or barred by applicable law, an applicant shall also pay the Cooperative, as a condition precedent to membership and receipt of electric service, all outstanding amounts owed the Cooperative by the applicant.

SECTION 6.  PURCHASE OF ELECTRIC ENERGY.  Each member shall as soon as electric energy shall be available, purchase from the Cooperative all electric energy used on the premises specified in this application for membership, unless and except such energy is generated from the member’s own assets and the Board of Trustees has waived in writing such requirement, and shall pay therefore monthly at rates which shall from time to time be fixed by the board provided, however, that the board may limit the amount of electric energy which the Cooperative shall be required to furnish to any one member. The member may also purchase other utility services subject to specific terms and conditions of those service offerings. The Cooperative cannot and therefore does not guarantee an uninterrupted and continuous supply of utility services.  Production or use of utility services on such premises, regardless of the source thereof, by means of facilities which shall be interconnected with Cooperative facilities, shall be subject to appropriate regulations as shall be fixed from time to time by the Cooperative.

It is expressly understood that amounts paid for electric energy or other utility services in excess of the cost of service from and after January 1, 1947, are furnished by members as capital and each member shall be credited with the capital so furnished as provided in these by-laws. Each member shall also pay to the Cooperative a minimum amount per month regardless of the amount of electric energy consumed, as shall be fixed by the board from time to time. Each member shall also pay all amounts owed by the member to the Cooperative as and when the same become due and payable.  The Cooperative shall have the right, but not the obligation, to set-off the capital of a member against any amounts due and owing from the member to the Cooperative.

SECTION 7.  TERMINATION OF MEMBERSHIP.  Any member may withdraw from membership upon compliance with such uniform terms and conditions as the board may prescribe. The board of the Cooperative may, by the affirmative vote of not less than two-thirds of all the Trustees, expel any member who shall have refused or failed to comply with the provisions of any of the Governing Documents, but only if such member shall have been given written notice by the Secretary of the Cooperative that such refusal or failure makes him liable to expulsion and such refusal or failure shall have continued for at least ten days after such notice was given. An expelled member may be reinstated by vote of the board. After any finally effective expulsion of a member, such person may not again become a member except upon a new application as provided in Section 1 of this Article.  The Board of Trustees may establish such additional terms and conditions for renewed membership as it determines to be reasonably necessary to assure the applicant’s compliance with all membership obligation.

Upon the withdrawal, death, cessation of existence, or expulsion of a member, the membership of such member shall thereupon terminate. Termination of membership in any manner shall not release a member or the member’s estate from any debts due the Cooperative. The Cooperative may terminate electric or other services to a member for failure of the member to pay for those services, and for failure to comply with the governing documents, in accordance with such termination of service policies and procedures as the board shall approve. Any individual who continues to reside at a location that was previously receiving service in the name of the decedent must apply for a new membership by following the provisions of Section 1 herein.  The cessation of the legal existence of any other type of member shall automatically terminate such membership, unless otherwise determined by the Board in its discretion and business judgment.

Upon discovery that the Cooperative has been furnishing utility services to any person other than a member, it shall cease furnishing such service unless such person applies for, and the Board of Trustees approves, membership retroactively to that date on which such person first began receiving such service, in which event the Cooperative, to the extent practicable, shall correct its membership and all related records accordingly.  In the event the Cooperative acquires facilities which are already providing utility services to patrons not members of the Cooperative, the Cooperative may, for the purpose of continuing existing service and avoiding hardship, continue to serve the persons served by such facilities at the time of such acquisition without requiring that such persons become members.  However, the Cooperative may require such patrons to apply for membership with the Cooperative within a reasonable time by following the provisions set forth in Article I, Section 1.

SECTION 8.  NO RESTORATION OF SERVICE PENDING DELINQUENCY.  In the event a membership is terminated due to delinquency in payment of an obligation due the Cooperative and service to such member is discontinued, the Cooperative shall not accept an application for membership by another member of the delinquent’s household, or resume service to such household until such delinquency has been paid in full.  For purposes of this Section, “household” shall mean the location where utility services are being provided by the Cooperative.

ARTICLE II
RIGHTS AND LIABILITIES OF MEMBERS

SECTION 1.  PROPERTY INTEREST OF MEMBERS.  Upon dissolution, after all debts and liabilities of the Cooperative shall have been retired as provided in these by-laws, the remaining property and assets of the Cooperative shall be distributed among the members and former members, during the seven (7) years next preceding the date of the filing of certificates of dissolution.

SECTION 2.  NON-LIABILITY FOR DEBTS OF THE COOPERATIVE.  The private property of the members shall be exempt from execution or other liability for the debts of the Cooperative and no member shall be individually liable or responsible for any debts or liabilities of the Cooperative.

ARTICLE III
MEETINGS OF MEMBERS

SECTION 1.  ANNUAL MEETINGS.  The annual meeting of the members shall be held in the month of April of each year at such place and time in either Escambia County or Santa Rosa County, State of Florida, as shall be determined by the board; provided that the Board of Trustees in its business judgment may fix a different date for such annual meeting than in the months set forth in this Section. The annual meeting of the members shall be held for the purpose of electing Trustees, receiving reports covering the previous fiscal year and transacting any and all such 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 the Cooperative.

SECTION 2.  SPECIAL MEETINGS.  Special meetings of the members may be called by resolution of the board, or upon a written request signed by any three Trustees, by the President, or by ten per centum or more of all the members, and it shall thereupon be the duty of the Secretary to cause notice of such meeting to be given as hereinafter provided. Special meetings of the members may be held at any place within the Counties of Escambia or Santa Rosa, State of Florida, specified in the notice of the special meeting.

SECTION 3.  NOTICE OF MEMBER’S MEETINGS.  Written or printed notice stating the place, day and hour of the meeting and, in case of a special meeting or an annual meeting at which business other than that listed in Section 7 of this article is to be transacted, the purpose or purposes for which the meeting is called, shall be delivered not less than ten days nor more than forty-five (45) days before the date of the meeting, either personally or by mail (including electronic mail), by or at the direction of the Secretary, or upon a default in duty by the Secretary, by the persons calling the meeting to each other. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail, addressed to the member at his address as it appears on the records of the Cooperative, with postage thereon prepaid. The failure of any member to receive notice of an annual or special meeting of the members shall not invalidate any action that may be taken by the members at any such meeting.  It shall be the duty of the member or former member to provide prompt written notice to the Cooperative updating the member or former member’s address in the event such address changes.

SECTION 4.  QUORUM.  Fifty members or three per centum of the members, whichever shall be the larger, shall constitute a quorum. Notwithstanding the foregoing, the board may, by resolution adopted at least ten days prior to any meeting of the members, change the quorum requirement to the statutory minimum of one per centum of the members. If less than a quorum is present at any meeting, a majority of those present in person may adjourn the meeting from time to time without further notice. Those voting by absentee ballots shall be counted as present for purposes of determining a quorum.

SECTION 5.  VOTING.  Each member shall be entitled to only one vote.  Any membership that is held by a party that is not a natural person as specified in Article I, Section 1, may designate in writing a person to vote in a manner prescribed by the board. All questions shall be decided by a vote of a majority of the members voting thereon in person except as otherwise provided by law, the articles of incorporation or these by-laws.

SECTION 6.  ABSENTEE VOTING.  At any meeting of the members, any member may vote by absentee ballot for the election or removal of trustees, and for or against the alteration, amendment, or repeal of by-laws. Any member desiring to vote by absentee ballot, shall request a ballot from the Cooperative Office not more than fifteen (15) days prior to the annual or special meeting. All absentee ballots shall be returned to the Cooperative Office not less than one (1) day prior to the annual or special meeting. The presence in person of a member at a meeting wherein he has previously voted by absentee ballot shall revoke the ballot, and the member shall be entitled to vote in the same manner and with the same effect as if he had not executed the absentee ballot. In case of a joint membership, an absentee ballot may be executed by either spouse. The presence of either spouse at a meeting of the members shall revoke the absentee ballot executed by either of them and such joint member or members shall be entitled to vote at such meeting in the same manner and with the same effect as if the absentee ballot had not been executed. All absentee ballots shall be opened and counted during the annual or special meeting.

SECTION 7.  ORDER OF BUSINESS.  The order of business at the annual meeting of the members and, so far as possible, at all other meeting of the members, shall be essentially as follows:

(a)  Determination of a quorum.

(b)  Reading of the notice of the meeting and proof of the due publication of mailing thereof, or the waiver or waivers of notice of the meeting, as the case may be.

(c)  Reading and approval of minutes of previous meetings of the members and the taking of necessary action thereon.

(d)  Announcement of candidates for Board of Trustees.

(e)  Election of trustees.

(f)  Reports of officers, trustees, and committees.

(g)  Unfinished business.

(h)  New business.

(i)  Adjournment.

ARTICLE IV
TRUSTEES

SECTION 1.  GENERAL POWERS.  The business and affairs of the Cooperative shall be managed by a board of ten trustees which shall exercise all of the powers and rights permitted by Florida law, except such as are prohibited by law, the articles of incorporation or by these bylaws conferred upon or reserved to the members.

SECTION 2.  QUALIFICATIONS AND TENURE.

(a) At each annual meeting of the members beginning with the year 1954, Trustees shall be elected by ballot, by and from the members, to serve for the periods hereinafter set out or until their successors shall have been elected and shall have qualified, subject to the provisions of these by-laws with respect to the removal of Trustees. No member shall be eligible to become or remain a Trustee or to have any position of trust in the Cooperative who is not a bona fide resident in the area served by the Cooperative, has not been a member in good standing of the cooperative for a minimum of five (5) years, or who is in any way employed by or who has a significant and substantial interest in: (i) a competing enterprise, or (ii) a business selling electric energy or supplies to the Cooperative. No person shall take or hold office as a Trustee who has been convicted of a crime which constitutes a felony and has not had their civil rights restored, and no member shall take or hold office, subject to the following, as a Trustee, if they have been lawfully charged or served with a grand jury indictment or warrant for a crime which constitutes a felony in any Federal or state jurisdiction; provided, in the event a Trustee is a member of the board at the time of the issuance of a warrant or indictment of the Trustee, the board shall have the power at the next meeting, regular or special, to vote to retain the charged sitting Trustee in the event that a majority of the board, not counting the vote of the accused, determines that there are reasonable grounds to believe that the accusations are either a mistake or have no basis in fact. In any event, the trustee accused or charged shall have no vote on the board until the criminal charges are disposed of by the appropriate legal authorities and in the event the charges are not dismissed within 90 days after the aforementioned board meeting, the Trustee shall cease to be a member of the board and the vacancy shall be filled as provided in these by-laws; in the event the board takes no action or the vote on retention fails for lack of majority, the member shall no longer be a Trustee and the vacancy shall be filled as provided in these by-laws. When a membership is held jointly by spouses, either one, but not both, may be elected a Trustee provided, however, that neither one shall be eligible to become or remain a Trustee or to hold a position of trust in the cooperative unless both shall meet the qualifications herein above set forth. Should any Trustee fail to attend the regular monthly board meeting, without having been excused, three consecutive times, the trustee shall cease to be a member of the board after the third meeting that the trustee fails to attend without having been excused and the resulting vacancy shall be filled as prescribed in these by-laws by the remaining members of the board; provided however, that the board may excuse an absence by a Trustee for good cause shown, either before or after the absence. Good cause shall include, but is not limited to, absences for medical reasons and absences due to attendance at conferences, meetings, or other events on behalf of the Cooperative.

(b) The terms of all Trustees, subject to the removal of Trustees, shall be three (3) years from the date of their election. After the annual Meeting of the members in 1994, the total number of Trustees shall be increased from nine (9) to ten (l0). ln 1995 two (2) Trustees shall be elected from among members residing in Santa Rosa County, Florida and two (2) trustees shall be elected from among members residing in Escambia County, Florida with a total of five (5) Trustees to serve from Santa Rosa County, Florida, and five (5) Trustees to serve from Escambia County, Florida; every third (3rd) year after there will be four (4) Trustees elected at the expiration of term of office to maintain ten (10) total Trustees with three (3) Trustees elected all other years at the expiration of term of office and from the respective county.

SECTION 3.  NOMINATIONS.  The President, with the approval of the board, or the board, if the President fails to do so, shall appoint a nominating committee of not less than five nor more than eleven members who shall be selected so as to give equitable representation on the committee to the geographical areas served or to be served by the Cooperative. The nominating committee shall be appointed no later than the conclusion of the regular board meeting held two months prior to the annual meeting of the members. No person serving on the committee shall be appointed or allowed to serve on the next following nominating committee. No officer or member of the board shall be appointed a member of such committee. The committee shall prepare and post at the principal office of the Cooperative at least forty-five (45) days before the meeting a list of nominations for Trustees, but any fifteen or more members may make other nominations in writing over their signatures not less than forty-five (45) days prior to the meeting and the Secretary shall post the same at the same place where the list of nominations made by the committee is posted. The Secretary shall mail with the notice of the meeting a statement of the number of Trustees to be elected and showing separately the nominations made by the committee on nominations and the nominations made by petition, if any. The members may, at any meeting at which a Trustee or Trustees shall be removed, hereinbefore provided, elect a successor or successors, hereto without compliance with the foregoing provisions with respect to nominations: and when any vacancy on the board is filled, the Trustee elected to fill such vacancy shall be a resident of the same county as that of the previous Trustee whose place is being filled.

SECTION 4.  REMOVAL OF TRUSTEES BY MEMBERS.  Any member may bring charges against a Trustee for just cause by filing such charges in writing with the Secretary, together with a petition signed by at least ten per centum of the members and request the removal of such Trustee by reason thereof. “Just cause” includes but is not limited to: official misconduct or gross negligence while in the performance of official duties, and/or a final conviction of a felony.  The Trustee against whom such charges have been brought shall be informed in writing of the charges at least ten business days prior to the meeting at which the charges are to be considered and shall have an opportunity at the meeting to be heard in person or by counsel and to present evidence in respect to the charges; and the person or persons bringing the charges against him shall have the same opportunity. The President shall determine the order and procedure for hearing the petition at the meeting.  The members of the Cooperative shall be notified of the call for removal and the date and time of the meeting at which the matter will be considered, as provided in Article III, Section 3 of these Bylaws.  The question of the removal of such Trustee shall be considered and voted upon at the next regular or special meeting of the members.  Any vacancy created by such removal may be filled by the Board of Trustees in accordance with Section 6 of this Article.

SECTION 5.  REMOVAL OF TRUSTEES BY BOARD OF TRUSTEES.  Any member of the Board of Trustees may call for removal for cause of a fellow Trustee by filing with the Secretary a written statement of the allegations constituting cause for removal.  The statement must be signed by no less than four (4) of the current Trustees. The statement shall be delivered to the affected trustee by USPS certified mail return receipt requested, by hand delivery, or by an overnight courier service for which a receipt is given.  The Board shall then conduct a preliminary hearing on the Statement no sooner than ten days after delivery of the Statement to determine if there is probable cause to proceed with a removal action as specified herein. The affected Trustee shall have an opportunity at the preliminary hearing to be heard in person or by counsel and to admit or deny the allegations in the Statement. At the conclusion of the preliminary hearing, the Board shall convene an executive session to either determine that there is no probable cause to proceed with the removal action, in which event the matter shall be closed, or determine that there is probable cause and set the matter for a removal hearing as hereinafter set forth. If the Board determines that there is probable cause for removal of the affected Trustee, the matter will be considered at the next regular meeting of the Board of Trustees or at a special meeting of the Board called for that purpose, subject to the notice requirements of these Bylaws. At the meeting where the removal of the Trustee shall be considered, the Trustee shall have an opportunity to be heard in person or by counsel and to present evidence in respect of the charges. The Trustee or Trustees bringing the charges against the affected Trustee shall have the same opportunity. The President shall determine the order and procedure for hearing the removal action. The members of the Cooperative shall be notified of the call for removal and the date and time of the meeting at which the matter will be considered, as provided in Article III, Section 3, of these Bylaws. The question of the removal of the Trustee shall be considered and determined by a majority of the Trustees present and voting at the meeting. The vacancy created by a removal may be filled by the Board of Trustees in accordance with Section 6 of this article.

SECTION 6.  VACANCIES.  Subject to the provisions of these bylaws with respect to the filling of vacancies caused by the removal of Trustees by the members, any vacancy on the board may be filled by majority vote of the remaining Trustees for the unexpired portion of the term of the vacancy, or the board may elect not to fill a vacancy, leaving it to the nominating committee and the members as provided in Section 3 hereof to nominate qualified candidates for election to serve the unexpired term at the next annual meeting of the members. The office of a Trustee is subject to being declared vacant and subject to being filled pursuant to this Section if (1) the Trustee shall have failed to attend as many as three consecutive meetings of the board, whether special or regular, and at least two-thirds of the remaining Trustees in office determine, in their sole judgment, that such failure did not occur for justifiable cause and will likely recur; or (2) the Trustee, as determined in their sole judgment by at least two-thirds of the remaining Trustees in office, has become incapable of performing the duties of a Trustee and such incapability is not likely to cease within a reasonable time; or (3), such Trustee is no longer a bona fide resident of the district such Trustee was elected to represent, and the Board finds such change of residence is permanent; or (4) such Trustee is adjudged by a least two-thirds of the remaining Trustees to be guilty of official misconduct, gross negligence while in the performance of official duties, and/or of final conviction of a felony. The member elected as Trustee to fill the vacancy must reside in the same district as the Trustee to whose office he/she succeeds.

SECTION 7.  COMPENSATION.  Unless approved by the members, Trustees and close relatives of Trustees shall not receive any salaries for their services and shall not be employed by the Cooperative in any capacity involving compensation, except in emergencies. Trustees shall be allowed a fixed fee and expenses of attendance at each meeting of the board and for the performance of other Cooperative business with the prior approval of the board. The board shall adopt written policies relating to such fees and reimbursement, which may include payment to the Trustee in advance for any travel or out-of-pocket expenses or reimbursement for the same. The board may also provide for additional compensation for those Trustees who are also officers of the board who perform regular or periodic duties of a substantial nature for and on behalf of the Cooperative in addition to the regular and normal duties and responsibilities of a Trustee.

ARTICLE V
MEETINGS OF TRUSTEES

SECTION 1.  REGULAR MEETINGS.  A regular meeting of the board shall be held without notice other than this by-law, immediately after, and at the same place as, the annual meetings of the members. A regular meeting of the board shall also be held monthly, at such time and place in Escambia or Santa Rosa Counties, Florida, as the board may provide by resolution. Such regular monthly meetings may be held without notice other than such resolution fixing the time and place thereof.

SECTION 2.  SPECIAL MEETINGS.  Special meetings of the board may be called by the President or by any three Trustees, following which the Secretary shall cause notice of such meeting to be given as hereinafter provided. The President or the Trustees calling the meeting shall fix the time and place (which shall be in Escambia or Santa Rosa Counties, Florida) for the holding of the meeting.

SECTION 3.  NOTICE OF TRUSTEES’ MEETINGS.  Written notice of the time, place and purpose of any special meeting of the board shall be delivered not less than five days prior thereto, either personally, electronically, by mail, or by facsimile (provided a confirmatory report is available) to each Trustee. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail postage prepaid, addressed to the Trustee at the Trustees’ address as it appears on the records of the Cooperative.

SECTION 4.  QUORUM.  A majority of the members of the board shall constitute a quorum at any meeting of the board. If less than a majority of the Trustees are present at a meeting of the Trustees, a majority of those Trustees present may adjourn the meeting from time to time until the quorum is met, provided, that the Secretary shall send notice in the same manner as provided in Section 3 of this article to any absent Trustee of the time and place of any adjourned meeting. The act of the majority of Trustees present at a meeting in which a quorum is also present shall be the act of the board.

SECTION 5.  BOARD EXECUTIVE COMMITTEE.

(a)  By resolution adopted by a two-third majority of the Trustees, the board may establish an executive committee of the board, comprised of the President, Vice-President, Secretary and Treasurer. Except when prohibited by law, the articles of incorporation, these bylaws, or by the resolution authorizing the executive committee, the board executive committee may exercise all board authority regarding any matter.

(b)  At the next board meeting of the full board of Trustees following any exercise of board authority, the board executive committee shall report to the board regarding the executive committee’s exercise of board authority.

ARTICLE VI
OFFICERS

SECTION 1.  REQUIRED OFFICERS.  The required officers of the Cooperative shall be a President, Vice-President, Secretary, and Treasurer. The offices of Secretary and of Treasurer may be held by the same Trustee.

SECTION 2.  ELECTION AND TERM OF OFFICE.  The board shall elect required officers annually by ballot, by the affirmative vote of a majority of the Trustees in office, at the meeting of the board held immediately after the annual meeting of the members, or as soon thereafter as is reasonably possible and convenient. If the election of officers shall not be held at the annual meeting, such election shall be held as soon thereafter as conveniently may be.  The election shall be by secret written ballot unless the board, by resolution determines otherwise. Each officer shall hold office until the first meeting of the Board of Trustees following the next succeeding annual meeting of the members or until his successor shall have been elected and shall have qualified.  Only members of the board shall be eligible to serve as a required officer. Subject to removal by the board, each required officer shall hold office until the required officer’s successor is duly elected. The board shall fill any vacant required officers position for the remaining unexpired portion of the required officer’s term.

SECTION 3.  REMOVAL OF OFFICERS AND AGENTS BY TRUSTEES.  Any officer or agent elected or appointed by the board may be removed by the board whenever in its judgment the best interest of the Cooperative will be served thereby.

SECTION 4.  PRESIDENT.  Unless otherwise determined by the board, and unless otherwise required by law, the articles, or these bylaws, the President:

(a)  Shall preside or designate another individual to preside at all board and member meetings;

(b)  On the Cooperative’s behalf, may sign any document properly authorized or approved by the board or members; and

(c)  Shall perform all other duties, shall have all other responsibilities, and may exercise all other authority as prescribed by the board.

SECTION 5.  VICE-PRESIDENT.  Unless otherwise determined by the board, and unless otherwise required by law, the articles, or these bylaws, the Vice-President:

(a)  Upon the President’s death, absence, disability, inability or refusal to act, shall perform the duties and shall have the powers of the President; and

(b)  Shall perform all other duties and shall have all other responsibilities and may exercise all other authority as prescribed by the board.

SECTION 6.  SECRETARY.  Unless otherwise determined by the board, and unless otherwise required by law, the articles, or these bylaws, the Secretary;

(a)  Shall be responsible for preparing minutes of board and member meetings;

(b)  Shall be responsible for authenticating the Cooperative’s records;

(c)  May affix the Cooperative’s seal to any document authorized or approved by the board or members; and

(d)  Shall perform all other duties and shall have all other responsibilities and exercise all other authority as prescribed by the board.

SECTION 7.  TREASURER.  Unless otherwise determined by the board, and unless otherwise required by law, the articles, or these bylaws, the Treasurer shall perform all duties, and shall have all responsibility, and exercise all authority, as prescribed by the board.

SECTION 8.  CHIEF EXECUTIVE OFFICER.  The principal executive officer of the Cooperative shall be a general manager appointed or employed by the board. The general manager shall also hold the office and title of Chief Executive Officer and shall perform such duties and responsibilities as prescribed by the board. The Chief Executive Officer shall be responsible to and shall report directly to the board.

SECTION 9.  OTHER OFFICERS.  The board may elect or appoint other officers. Other officers:

(a)  May be Trustees, Cooperative employees, or other individuals;

(b)  Must be elected or appointed by the board;

(c)  May be elected by secret written ballot and without prior nominations;

(d)  May assist required officers; and

(e)  Shall perform such duties, responsibilities, and shall have such authority as prescribed by the board.

SECTION 10.  OFFICERS STANDARD OF CONDUCT.  By resolution or policy the board shall establish Standards of Conduct for all officers of the Cooperative, which standards shall be no less than those required by law.

SECTION 11.  AUTHORITY TO EXECUTE DOCUMENTS.  On the Cooperative’s behalf, any two required officers may, sign, execute, and acknowledge any document properly authorized or approved by the board or members. The board may, by resolution, authorize the Chief Executive Officer, additional Cooperative Trustees, other officers, employees, agents, or representatives to sign, execute, and acknowledge any document on the Cooperative’s behalf.

ARTICLE VII
NON-PROFIT OPERATION

SECTION 1.  APPORTIONMENT OF EXCESS REVENUES.  Florida law provides that revenues of the Cooperative “for any fiscal year in excess of the amount thereof necessary:

(a)  To defray expenses of the Cooperative and of the operation and maintenance of its facilities during such fiscal year;

(b)  To pay interest and principal obligations of the Cooperative coming due in such fiscal year;

(c)  To finance, or to provide a reserve for the financing of, the construction or acquisition by the Cooperative of additional facilities to the extent determined by the Board of Trustees;

(d)  To provide a reasonable reserve for working capital;

(e)  To provide a reserve for the payment of indebtedness of the Cooperative maturing more than 1 year after the date of the incurrence of such indebtedness in an amount not less than the total of the interest and principal payments in respect thereof required to be made during the next following fiscal year; and

(f)  To provide a fund for education in cooperation and for the dissemination of information concerning the effective use of electric energy and other services made available by the Cooperative, shall, unless otherwise determined by a vote of the members, be distributed by the Cooperative to its members as patronage refunds in accordance with the patronage of the Cooperative by the respective members paid for during such fiscal year.  Nothing herein contained shall be construed to prohibit the payment by the Cooperative of all or any part of its indebtedness prior to the date when the same shall become due.”  In accordance with this law and as memorialized herein, the membership has voted to allow the Board of Trustees, in its discretion and business judgment, to distribute any statutory excess revenues, should any exist, to the capital accounts of members rather than paying them in cash, and to in turn periodically choose to retire such credits, as set forth in Article VII, Section 3 below.  To the extent any member disagrees with the decisions of the Board of Trustees with respect to the allocation or retirement of these statutory excess revenues, the member may seek arbitration pursuant to Article XI, Section 5, but only after the member has first provided written notice to the Board of Trustees at least fifteen (15) calendar days in advance of the next scheduled regular monthly Board meeting and provided the Board of Trustees with a reasonable time to investigate and respond to the matter.

SECTION 2.  INTEREST OR DIVIDENDS ON CAPITAL PROHIBITED.  The Cooperative shall at all times be operated on a cooperative non-profit basis for the mutual benefit of its members. No interest or dividends shall be paid or payable by the Cooperative on any capital furnished by its members.

SECTION 3.  PATRONAGE CAPITAL IN CONNECTION WITH FURNISHING ELECTRIC ENERGY.  In the furnishing of electric energy and other utility services, the Cooperative’s operation shall be so conducted that all members will through their patronage furnish capital for the Cooperative. All members acknowledge the need of the Cooperative for capital received from members to operate.  In order to induce patronage and to assure that the Cooperative will operate on a non-profit basis, the membership has voted to vest in the Board of Trustees, in its discretion and business judgment, the ability to allocate patronage capital to the accounts of members, rather than paying them in cash, for all amounts received and receivable from the furnishing of electric energy and other utility services in excess of operating costs and expenses properly chargeable against the furnishing of electric energy or other utility service. The formula for determining the amount of such patronage capital for each member or other patron shall be determined by the board. All such amounts in excess of operating costs and expenses at the moment of receipt by the Cooperative are received with the understanding that they are furnished by the members as capital. Such patronage capital amounts are not the same as statutory “excess revenue” as determined under Florida law (as described in Section 1, above).  The Cooperative may pay by credits to a capital account on the books of the Cooperative for each member equal to the member’s pro rata share of all such amounts in excess of operating costs and expenses. The books and records of the Cooperative shall be set up and kept in such a manner that at the end of each 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, and the Cooperative may after the close of the fiscal year notify each member of the amount of capital so credited to his account. Each member agrees that all amounts credited to the capital accounts of any patron shall have the same status as though they had been paid to the member in cash in pursuance of a legal obligation to do so and the member had then furnished the Cooperative corresponding amounts of capital for its use in conducting the business of the Cooperative.

To the extent necessary and in the sole discretion of the board, the Cooperative may establish separate allocation units for utility services other than the provision of electric energy in order to ensure that margins are equitably allocated among all members. The board shall determine the cost allocation and accounting rules for any separate allocation.

All other amounts received by the Cooperative from its operations in excess of cost and expenses shall, insofar as permitted by law, be (a) used to offset any losses incurred during the current or any prior fiscal year; and (b) to the extent not needed for that purpose, may be added to the Cooperative’s retained capital or allocated to its members on a patronage basis at the discretion of the board and any amount so allocated may be included as part of the capital credited to the accounts of members, as herein provided. To the extent these amounts are included as part of the capital credited to the accounts of members, such amounts shall be allocated as herein provided.

In the event of dissolution or liquidation of the Cooperative, not to include merger or consolidation with another electric membership cooperative, after all outstanding indebtedness of the Cooperative shall have been paid, outstanding capital credits shall be retired without priority on a pro-rata basis before any payments are made on accounts of property rights of members. In the event of a consolidation or merger, all capital credits which have earned by the members or other patrons of the Cooperative shall either be paid or be preserved unimpaired and shall continue to exist as credits to a capital account of each member or other patron in the corporation merged with or created by consolidation. If, at any time prior to dissolution or liquidation, the board shall determine in its sole discretion that the financial condition of the Cooperative will not be impaired thereby, the capital credited to members’ accounts may be retired in full or in part. The Board of Trustees shall have the discretion in the exercise of its business judgment to determine the method, basis, priority, and order of retirement, if any, for all amounts heretofore and hereafter furnished as capital.

(a)  Retirement of capital credits is the actual payment, as provided by subsection (b) below, of patronage capital to the Cooperative members to whom it has previously been allocated.  The Board may, in its discretion, utilize its business judgment to retire patronage capital as allocated on the books of the Cooperative so long as the retirement is consistent with sound business and management practices and the financial stability of the Cooperative will not be impaired thereby.  If the Board, in its discretion, utilizes its business judgment to retire patronage capital to members either upon their death or termination of electric service, then the retirement may be discounted in the exercise of the Board’s business judgment.                 (b)  When the Board has determined, pursuant to subsection (a) above, that patronage capital should be retired, the retirement may be accomplished by a bill credit or by the mailing of payment or notice of payment to the person’s last known address of record on file with the Cooperative.  No interest shall be paid or payable by the Cooperative on any patronage capital furnished by its members.

In no event may the Board of Trustees retire capital such that it would cause the Cooperative to fall out of compliance with the provisions of any of its mortgage, deed of trust, loan contracts, or other security instruments executed by the Cooperative to secure any indebtedness of the Cooperative.

Capital credited to the account of each member shall be assignable only on the books of the Cooperative pursuant to written instructions from the assignor and only to successors in interest or successors in occupancy in all or part of such member’s premises served by the Cooperative unless the board, in its discretion and business judgment, shall determine otherwise.

If any member (“member” used herein shall include a former member) fails to claim any check representing retirement of capital credits or other credits due members by the Cooperative within one year after payment has been attempted by a check mailed to the last address provided by member to the Cooperative, such failure shall be and shall constitute an irrevocable assignment and gift by such member to the Cooperative, less any charges for maintaining the member’s accounts.  The Cooperative’s notice obligation to the member shall be satisfied by a good faith attempt to deliver a notice or payment to the member at the last address furnished by the member to the Cooperative.  “Fails to claim” shall mean failure to negotiate a check or the return of a check mailed to the last address provided by the member. The date of such assignment and gift shall be one (1) year from the date of the check. To the extent a member disagrees with the decisions of the Board of Trustees with respect to the allocation or retirement of capital credits, the member may seek arbitration pursuant to Article XI, Section 5, but only after the member has first provided written notice to the Board of Trustees at least fifteen (15) calendar days in advance of the next scheduled regular monthly Board meeting and provided the Board of Trustees with a reasonable time to investigate and respond to the matter.

SECTION 4.  APPLICABILITY AND ACCEPTANCE OF BYLAWS.  The members of the Cooperative, by dealing with the Cooperative, acknowledge that the terms and provisions of the articles of incorporation and by-laws shall constitute and be a contract between the Cooperative and each member, and both the Cooperative and the members are bound by such contract, as fully as though each member had individually signed a separate instrument containing such terms and provisions. The provisions of this article of the by-laws shall be called to the attention of each member of the Cooperative by posting in a conspicuous place in the Cooperative’s office.

SECTION 5.  DEBTS OF MEMBERS AND SET OFF.  No member of the Cooperative shall be entitled to receive any retirement of capital credits if such member is indebted to the Cooperative in any manner. Any indebtedness due the Cooperative by any member, at the option of the Board of Trustees, may be set off against the capital credits of such member at any time, together with interest thereon at the legal rate accruing on judgments in effect when such amount became overdue, whether the Statute of Limitations has run against such indebtedness or not.

ARTICLE VIII
DISPOSITION OF PROPERTY

The Cooperative may not sell, mortgage, lease, or otherwise dispose of or encumber any substantial portion of its property unless such sale, mortgage, lease, or other disposition or encumbrance is authorized at a meeting of the members thereof by the affirmative vote of not less than two thirds of all of the members of the Cooperative, and unless the notice of such proposed sale, mortgage, lease, or other disposition or encumbrance shall have been contained in the notice of the meeting. However, notwithstanding anything herein contained, or any other provisions of law, the board of the Cooperative, without authorization by the members thereof, shall have full power and authority to authorize the execution and delivery of a mortgage or mortgages or deed or deeds of trust upon, or the pledging or encumbrance of any of the property, assets, rights, privileges, licenses, franchises and permits of the Cooperative, whether acquired, or to be acquired, and wherever situated, as well as the revenue and income there from, all upon such terms and conditions as the board shall determine, to secure any indebtedness of the Cooperative to the United States or any instrumentality or agency thereof, to any person, corporation, financing institution, or entity lending money to the Cooperative.

ARTICLE IX
SEAL

Unless the board determines otherwise by resolution, the corporate seal of the Cooperative shall be in the form of a circle and shall have inscribed thereon the name of the Cooperative and the words “Corporate Seal, State of Florida.”

ARTICLE X
FINANCIAL TRANSACTIONS

SECTION 1.  CONTRACTS.  Except as otherwise provided in these by-laws, the board 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 the Cooperative, and such authority may be general or confined to specific instances.

SECTION 2.  CHECKS, DRAFTS, ETC.  All checks, drafts, or other orders for the payment of money and all notes, bonds, or other evidences of indebtedness issued in the name of the Cooperative shall be issued by such officer or officers, agent or agents, employee or employees of the Cooperative and in such manner as shall from time to time be determined by resolution of the board.

SECTION 3.  DEPOSITS.  All funds of the Cooperative shall be deposited from time to time to the credit of the Cooperative in such bank or banks as the board may select.

SECTION 4.  CHANGE IN RATES.  So long as the Cooperative is indebted to the United States or any instrumentality thereof, written notice shall be given to the Administrator of the Rural Utilities Service, Department of Agriculture, United States of America not later than ninety days prior to the date upon which any proposed change in the rates charged by the Cooperative for electric energy becomes effective.

SECTION 5.  FISCAL YEAR.  Unless the board determines otherwise by resolution, the fiscal year of the cooperative shall begin on the first day of January of each year and end on the thirty-first day of December of the same year.

ARTICLE XI
MISCELLANEOUS

SECTION 1.  MEMBERSHIP IN OTHER ORGANIZATIONS.  Except when prohibited by law, or by the rules and regulations of the RUS, the Cooperative may become a member in any other organization by action of the board at any time the board so determines.

SECTION 2.  WAIVER OF NOTICE.  To the extent allowed by law, and the articles, the failure of any member or Trustee to receive notice of any meeting, action, or vote does not affect, or invalidate any action or vote taken by the members or the board. Any member or Trustee may waive in writing any notice of a meeting required to be given by these by-laws. The attendance of a member or Trustee at any meeting shall constitute a waiver of notice of such meeting by such a member or Trustee, except in case a member or Trustee 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 3.  POLICIES, RULES AND REGULATIONS.  The board of Trustees shall have power to make and adopt such policies, rules, and regulations, not inconsistent with law, the articles of incorporation or these by-laws, as it may deem advisable for the management, administration and regulation of the business and affairs of the Cooperative.

SECTION 4.  ACCOUNTING SYSTEM AND REPORTS.  The Board of Trustees shall cause to be established and maintained a complete accounting system which, among other things, subject to applicable laws and rules and regulations of any regulatory body, shall conform to such accounting system as may from time to time be designated by the Administrator of the Rural Utilities Service, Department of Agriculture, United States of America. All accounts of the Cooperative shall be examined by a committee of the Board of Trustees which shall render reports to the Board of Trustees, at least four times a year at regular meetings of the Board of Trustees.

The Board of Trustees shall also after the close of each fiscal year cause to make a full and complete audit of the accounts, books and financial condition of the Cooperative as of the end of such fiscal year. A report of such audit may be submitted to the members at the next following annual meeting.

SECTION 5.  ALTERNATIVE DISPUTE RESOLUTION.

UNLESS OTHERWISE PROHIBITED BY LAW, ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THESE BYLAWS, OR THE BREACH THEREOF, INCLUDING BUT NOT LIMITED TO ANY CLAIMS OR CONTROVERSIES RELATED TO BOARD GOVERNANCE, OR ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO PATRONAGE CAPITAL OR SECTION 425.21, FLORIDA STATUTE, SHALL BE RESOLVED BY BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION IN ACCORDANCE WITH ITS ARBITRATION RULES AFTER ALL CONDITIONS PRECEDENT AS SET FORTH IN ARTICLE VII, SECTIONS 1 AND 3, IF APPLICABLE, HAVE BEEN MET. THIS AGREEMENT INVOLVES INTERSTATE COMMERCE SUCH THAT THE FEDERAL ARBITRATION ACT, 9 U.S.C. § 1, ET SEQ. SHALL GOVERN THE INTERPRETATION AND ENFORCEMENT OF THIS ARBITRATION AGREEMENT. THE ARBITRATION SHALL BE HELD IN EITHER ESCAMBIA OR SANTA ROSA COUNTY, STATE OF FLORIDA, AT AN EXACT LOCATION TO BE DESIGNATED BY THE PARTY NOT MAKING THE INITIAL DEMAND FOR ARBITRATION. A JUDGMENT ON THE AWARD RENDERED BY THE ARBITRATOR SHALL BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF. EACH PARTY AGREES TO PAY THEIR OWN ATTORNEYS’ FEES AND COSTS AND EACH PARTY AGREES TO SHARE EQUALLY IN THE COST OF THE ARBITRATOR.

THE PARTIES ALSO AGREE TO WAIVE ANY RIGHT (I) TO PURSUE A CLASS ACTION ARBITRATION, OR (II) TO HAVE AN ARBITRATION UNDER THIS AGREEMENT CONSOLIDATED OR DETERMINED AS PART OF ANY OTHER ARBITRATION OR PROCEEDING. THE PARTIES AGREE THAT ANY DISPUTE TO ARBITRATE MUST BE BROUGHT IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE CAPACITY. IF ANY PART OF THIS ARBITRATION CLAUSE, OTHER THAN WAIVERS OF CLASS ACTION RIGHTS, IS FOUND TO BE UNENFORCEABLE FOR ANY REASON, THE REMAINING PROVISIONS SHALL REMAIN ENFORCEABLE. IF A WAIVER OF CLASS ACTION AND CONSOLIDATION RIGHTS IS FOUND UNENFORCEABLE IN ANY ACTION IN WHICH CLASS ACTION REMEDIES HAVE BEEN SOUGHT, THIS ENTIRE ARBITRATION CLAUSE SHALL BE DEEMED UNENFORCEABLE. IT IS THE INTENTION AND AGREEMENT OF THE PARTIES NOT TO ARBITRATE CLASS ACTIONS OR TO HAVE CONSOLIDATED ARBITRATION PROCEEDINGS. SHOULD THE PARTIES HAVE A DISPUTE THAT IS WITHIN THE JURISDICTION OF THE SMALL CLAIMS COURTS OF THE STATE OF FLORIDA, SUCH DISPUTE MAY BE RESOLVED AT THE ELECTION OF EITHER PARTY IN SMALL CLAIMS COURT RATHER THAN THROUGH ARBITRATION.

ANY MEMBER MAY REJECT THIS AGREEMENT TO ARBITRATE BY SENDING TO THE COOPERATIVE AT PO BOX 428, JAY, FLORIDA, 32565, A NOTICE (“REJECTION NOTICE”) WITHIN SIXTY (60) CALENDAR DAYS OF THE DATE OF THE ANNUAL MEETING WHERE THIS ARBITRATION AGREEMENT WAS ADDED TO THE BYLAWS. YOUR REJECTION NOTICE MUST INCLUDE YOUR FULL NAME, YOUR CURRENT ADDRESS, YOUR CURRENT TELEPHONE NUMBER, AND THE ACCOUNT NUMBER, AND BE SIGNED BY YOU. THE REJECTION NOTICE MUST BE MAILED WITH RETURN RECEIPT REQUESTED TO: REJECTION NOTICE DEPARTMENT. IN THE EVENT OF ANY DISPUTE CONCERNING WHETHER A MEMBER HAS PROVIDED A TIMELY NOTICE OF REJECTION, THE MEMBER MUST PRODUCE THE SIGNED RECEIPT FOR MAILING THE REJECTION NOTICE. IN THE ABSENCE OF THE SIGNED RECEIPT, THE COOPERATIVE’S RECEIVED DATE STAMP ON THE REJECTION NOTICE SHALL BE CONCLUSIVE EVIDENCE OF THE DATE OF RECEIPT. THESE INSTRUCTIONS CONSTITUTE THE ONLY METHOD THAT A MEMBER CAN USE TO EXERCISE THE RIGHT TO REJECT THIS ARBITRATION PROVISION.

IF THE ARBITRATION CLAUSE IS DEEMED UNENFORCEABLE OR THE PARTIES OTHERWISE LITIGATE A DISPUTE IN COURT, THE PARTIES AGREE TO WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING BROUGHT IN COURT.

SECTION 6.  REFERENCE TO GENDER.  Any reference to the male gender in these Bylaws shall be construed to mean either male or female gender.

SECTION 7.  REFERENCE TO DAYS.  For the purposes of these bylaws, all references to days shall mean calendar days unless otherwise stated to mean business days.

ARTICLE XII
AMENDMENTS

SECTION 1.  AMENDMENT OF BYLAWS:  These bylaws may be altered, amended or repealed by the members at any regular or special meeting, provided the notice of such meeting shall include either:

(a)  a copy of the language of the proposed alteration, amendment or repeal;

(b)  a description of where the proposed alteration, amendment, or repeal is posted; or

(c)  a method for requesting a copy of the proposed alteration, amendment, or repeal (for purposes of this Article XII, the term, “amendment” shall include the amendment of an existing bylaw, the repeal of an existing bylaw and the adoption of a new bylaw).

SECTION 2.  PROCEDURE FOR AMENDING BYLAWS:  Amendments to these bylaws shall be initiated by either a resolution adopted by the board or by a petition of the members.

(a)  If an amendment is proposed by the board, it shall first be adopted by a majority of the trustees present and voting at any regular or special meeting of the board. Thereafter, such amendment shall be presented to the membership at the annual meeting of the members, or at any special meeting of the members, provided that due notice of the amendments is given as provided in Section I.

(b)  Members may initiate amendments to the bylaws by petition in the manner provided by Florida Statute §425.18 (2002).

(c)  Amendments to the Bylaws shall be subject to any limitations contained in the Rural Electric Cooperative Law, Chapter 425, Florida Statutes.