Section 1. Requirements for Membership. Any natural person, firm, association, corporation or body politic or subdivision thereof may become a member of People’s Electric Cooperative (hereinafter called the “Cooperative”) by:
- filing a written application for membership therein;
- agreeing to purchase from the Cooperative electric energy as hereinafter specified;
- agreeing 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 of Trustees; and
- paying the membership fee.
Upon complying with the above requirements, such applicant shall be deemed automatically received into membership upon receipt of electric service from the Cooperative, unless the Board of Trustees shall determine that such application should be rejected for good cause.
No member may hold more than one membership in the Cooperative, and no membership in the Cooperative shall be transferable.
The Board of Trustees may, by a 2/3 majority vote of all Trustees, expel a member for good cause, including non-compliance by the member with the rules and regulations of service as established by the Trustees.
Section 2. Evidence of Membership. A Member shall: (1) comply with the Agreement for Electric Service, Articles, and Bylaws (hereinafter called Governing Documents); (2) provide and maintain a current mailing address and telephone number with the Cooperative; and (3) 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. If a Member fails to comply with the Governing Documents, then, as provided in these Bylaws, the Cooperative may suspend or terminate the Member or a Cooperative Service provided to the Member. Regardless of whether money damages are available or adequate, and notwithstanding any other provision in these Governing Documents, 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 Governing Documents are contracts between the Cooperative and a Member. By becoming 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 these Governing Documents; and (3) Members are united in an interdependent relationship.
Section 3. Joint Membership. A husband and wife will have joint membership unless each holds individual memberships subject to their compliance with the requirements set forth in Section 1 of this Article. The term “member” as used in these Bylaws shall be deemed to include a husband and wife 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 hereinafter specified actions by or in respect to the holders of a joint membership shall be as follows:
- The vote of either separately or a vote jointly shall constitute one joint vote;
- A waiver of notice signed by either or both shall constitute a joint waiver;
- Notice to either shall constitute notice to both;
- Expulsion of either shall terminate the joint membership;
- Withdrawal of either shall terminate the joint membership;
- Either but not both may be elected or appointed as an Officer or Trustee.
Section 4. Effect of Death, Legal Separation, or Divorce Upon a Joint Membership. Upon the death of either spouse of a joint membership, such membership shall continue to be held solely by the survivor, in the same manner, and to the same effect as though such membership had never been joint; PROVIDED, that the estate of the deceased shall not be released from any debts due the Cooperative. Upon the legal separation or divorce of the holders of a joint membership, such membership shall continue to be held solely by the one who continues directly to occupy or use the premises covered by such membership, in the same manner, and to the same effect as though each membership had never been joint; PROVIDED, that the other spouse shall not be released from debts due the Cooperative.
Section 5. Membership Fee. The membership fee and conditions of refund shall be established by the Trustees.
Section 6. Purchase of Electric Power and Energy; Power Production by Member; Application of Payments to all Accounts. The Cooperative shall use its best efforts to furnish its members with adequate and dependable electric service, although it cannot and, therefore, does not guarantee a continuous and uninterrupted supply thereof; and each member, for so long as such premises are owned or directly occupied or used by him, shall purchase from the Cooperative all central station electric power and energy for use on all premises to which electric service has been furnished by the Cooperative pursuant to his membership, unless and except to the extent that the Board of Trustees may in writing waive such requirement, and shall pay therefor in accordance with the rules, regulations, and rate schedules (including any monthly minimum amount that may be charged without regard to the amount of electric power and energy actually used) established by the Board of Trustees and, if in effect, in accordance with the provisions of any supplemental contract that may have been entered into by the parties. Production or use of electric energy on such premises, regardless of the source thereof, by means of facilities which shall be interconnected with the Cooperative facilities, shall be subject to appropriate regulations as shall be fixed from time to time by the Cooperative. Each member shall also pay all other amounts owed by him to the Cooperative as and when they become due and payable. When the member has more than one service to him by the Cooperative, any payment for service to him by the Cooperative shall be deemed to be allocated and credited on a pro-rata basis to his outstanding accounts for all such service connections, notwithstanding that the Cooperative’s actual accounting procedures do not reflect such allocation and proration.
Section 7. Termination of Membership. Any member may withdraw from membership upon compliance with such uniform terms and conditions as the Board of Trustees may prescribe. The Board of Trustees of the Cooperative may, by the affirmative vote of not less than 2/3 of all the Trustees, expel any member who shall have refused or failed to comply with any of the provisions of the Articles of Incorporation, Bylaws, or rules or regulations adopted by the Board of Trustees, 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. Any expelled member may be reinstated by vote of the Board of Trustees or by vote of the members at any annual or special meeting.
Upon withdrawal, death, cessation of existence, or expulsion of a member, the membership of such member shall thereupon terminate. Termination of the membership in any manner shall not release a member from any debts due to the Cooperative.
Section 8. Excess Payments to be Credited as Member-Furnished Capital. All amounts paid for electric service in excess of the cost thereof shall be furnished by members as capital, and each member shall be credited with the capital so furnished as provided in Article VIII of these Bylaws.
Section 9. Disputes. The Cooperative and Member shall both attempt to informally resolve any disputes arising under these Bylaws. Nevertheless, in the event that a dispute arises that cannot be informally resolved between the Cooperative and Member, the Cooperative and Member hereby agree and consent to resolve all claims arising in law and/or in equity through mediation and binding arbitration, except such claims that are otherwise expressly excluded from such mediation and arbitration by these Bylaws. In order to formally submit a claim for final resolution, 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 according to the rules and procedures prescribed by the American Arbitration Association in accordance with its Commercial Arbitration Rules; and (2) file and prosecute any arbitration individually, and not as a representative party, member, or other participant in a class action or other representative proceeding; and (3) 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. Provided, the following classifications of disputes shall be exempt from the mediation or arbitration requirement, and may be prosecuted in a court of competent jurisdiction in the State of Oklahoma: (1) disputes involving the collection of funds due to the Cooperative and/or accounts receivable by the Cooperative; or (2) disputes involving the condemnation of real property.