ACE By-laws - ACE Power

By-laws of the Alcorn County Electric Power Association

(Adopted March 20, 1979)

(Revised February 12, 2020)

Article 1 – General

Section 1. Purpose.

The purpose of the Association is to promote and encourage the fullest possible efficient use of electric energy by making such energy available at the lowest cost consistent with sound economy and prudent management of the business of the Association. In addition, the Association may serve the purposes and engage in the activities provided under the Mississippi Broadband Enabling Act of 2019 (as amended).

Section 2. Principal Office.

The principal office of the Association shall be located in the service area of the Association; but the Association may have such other offices as the Board of Directors may designate or as the business of the Association may require from time to time.

Section 3. General Powers.

The Association shall have, and may exercise, the power to do any and all acts or things necessary or convenient for carrying out the purposes for which it was formed and for conducting the business of the Association, including, but not limited to, those specific powers enumerated in Section 77-5-231, Mississippi Code Annotated (1972, as amended) and the Mississippi Broadband Enabling Act of 2019 (as amended).

Article 2 – Members

Section 1. Qualification.

Any person, firm, partnership, corporation, association, municipal corporation, or body politic may become and remain a member of this Association by using energy supplied by the Association and by complying with the terms and conditions with respect to membership contained in these By-Laws.

Section 2. Application for Membership.

Any applicant for membership in the Association shall execute and deliver to the Association a written application for membership in such form and containing such information as the Board of Directors may specify from time to time.

Section 3. Membership Fee.

The membership fee of the Association shall be fixed by the Board of Directors from time to time, and shall be paid in full at the time the application for membership is submitted. One separate membership must be held in connection with each separate meter. Where commercial activity is carried on behind one meter providing both commercial and residential service, the commercial rate shall apply.

Section 4. Active Member.

A member who has paid the Membership Fee to the Association, and whose membership account is tied to or supporting a meter location currently receiving electric service from the Association is an active member.

Section 5. Inactive Member in Good Standing.

A member whose membership is no longer tied to an active account, may nonetheless maintain a membership in the Association by becoming an inactive member in good standing. To be an inactive member in good standing, a member must have (i) paid the Membership Fee to the Association, (ii) received a final bill from the last service location tied to such membership and paid the same in full, and (iii) maintain a membership not tied to or supporting a meter location currently receiving electric service from the Association. Inactive members in good standing shall have the right to transfer such membership to an active service location in accordance with the Association’s Policies and Procedures. Inactive members in good standing are not active members, and shall not have the right to vote in any election or otherwise exercise the rights of active members.

Section 6. Joint Membership.

(a) Definition of Joint Membership. A joint membership is defined as a membership held by married persons. Married persons shall, for all purposes, be considered to be, and shall constitute, one (1) member of the Association, and shall hold a joint membership regardless of whether the membership certificate is issued in the name of one or both spouses. As used throughout these By-Laws, the Certificate of Reincorporation of the Association, as amended from time to time, and any other rules or regulations of the Association, the term “member” shall be deemed to include married persons holding a joint membership.

(b) Rights and Obligations of Joint Members. All provisions relating to the rights and liabilities of membership shall apply equally with respect to a joint membership. Each joint member shall be jointly and severally liable for all debts owed to the Association. Without limiting the generality of any of the foregoing, the effect of the hereinafter specified actions by or in respect of the holders of a joint membership shall be as follows:

(i) Joint members shall be entitled to only one (1) vote, which vote may be cast by either joint member;

(ii) The signature, consent or other act of either joint member binds both joint members;

(iii) The presence at a meeting of either or both joint members shall be regarded as the presence of one (1) member, shall constitute a joint waiver of notice of the meeting for both joint members, and shall revoke any proxy previously given by either of the joint members;

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

(v) Any notice given by the Association to either joint member shall constitute notice to both joint members;

(vi) Termination or withdrawal of either joint member shall serve as a termination or withdrawal of both joint members;

(vii) Either, but not both, of the joint members may have a voice at any meeting of the Association, including the right to nominate, subject to the same rules, regulations and guidelines as any other member of the Association; and

(viii) Either, but not both, of the joint members may be elected or appointed as an officer or Director of the Association, provided that both joint members meet the qualifications of such office.

(c) Termination of Joint Membership. Joint members shall notify the Association of (1) the death of one of the joint members or (2) the dissolution of their marriage. Upon notification of such an event, or upon the mutual agreement of the joint members and the Association, the joint membership shall terminate, and the membership shall be converted to an individual membership in the name of the member who continues to maintain the active membership.

Section 7. Membership Certificate.

Upon the filing of a written application in proper form, the payment of the required membership fee, and the payment of any delinquent amounts owing to the Association by the applicant, the Association shall issue to the applicant a certificate of membership in the following form:

No._____________________ Date______________

CERTIFICATE OF MEMBERSHIP

IN THE ALCORN COUNTY ELECTRIC POWER ASSOCIATION

THIS IS TO CERTIFY that________________________________________

is a member of the Alcorn County Electric Power Association, a Mississippi corporation, and is entitled to all the rights and privileges and is bound by all the duties and obligations of membership therein, as defined and set forth in the By-Laws of the Association.

This Certificate may be transferred by a member to another location in the service area of the Association owned or used by the member, but may not be transferred by the member to any other person.

By becoming a member of the Association, the member agrees to permit authorized agents of the Association free access to the premises served by the Association for the purpose of inspecting, reading, repairing, or removing property of the Association, and further grants to the Association and others authorized by the Association easements over land owned by the member for the purposes of erecting and maintaining transmission and distribution lines, erecting and maintaining communication, cable and fiber optic lines and equipment, using the Association’s electric delivery system for the provision of broadband services, and trimming, cutting, removing, and controlling trees and underbrush which might obstruct or endanger said lines, all at no cost to the Association.

IN WITNESS WHEREOF, the Alcorn County Electric Power Association has caused this Certificate to be issued on the date shown above.

________________________ _______________________

Manager Secretary

Section 8. Transfer of Membership Certificates.

A membership certificate in the Association may be transferred by any member to any other premises in the service area of the Association owned or used by the member, upon written request in the form and manner prescribed by the Board of Directors. A membership certificate may not be transferred to any other person or member.

Section 9. Withdrawal from Membership.

Any member may withdraw from membership in the Association upon payment in full of all debts and liabilities of such member to the Association and upon compliance with such terms and conditions as the Board of Directors may prescribe. Upon such withdrawal, the membership fee shall be refunded to the member.

Section 10. Death of a Member.

(a) Death of Individual Member. Upon the death of a member holding an individual membership, the membership shall terminate and the membership fee shall be applied to any outstanding balance on the deceased member’s account. Within a reasonable time of receiving notice of such member’s death, the Association shall mail notice to the deceased member’s residence providing thirty (30) days from such notification to pay any remaining balance and final the account. The deceased member’s estate or heirs shall be responsible to pay any remaining balance on the deceased member’s account.

(b) Death of Joint Member. Upon notification of the death of a joint member in whose name alone the joint membership was held, the Association shall, within a reasonable time thereafter, send notice to the deceased member’s surviving spouse, providing such surviving spouse thirty (30) days within which to either sign the existing membership into the spouse’s name, or to pay any remaining balance and final the account.

Section 11. Termination of Membership.

The Board of Directors may, by the affirmative vote of at least three-fifths (3/5) of the Directors, terminate a member’s membership in the Association for any of the following reasons: (a) failure to pay an undisputed amount due to the Association; (b) failure of the member to use electric service for a period of six (6) consecutive months (unless the cessation of use is caused by an event beyond the member’s reasonable control and the member intends to resume use when reasonably possible); (c) the member is no longer qualified to be a member of the Association; (d) violation or refusal to comply with any of the provisions of the Mississippi Electric Power Association Law, or of the Certificate of Reincorporation of the Association, as amended from time to time, or of these By-Laws or any rules, regulations and policies adopted from time to time by the Board of Directors; (e) theft of services or the appearance of theft devices on the customer’s premises; or (f) other good cause as determined by the Board of Directors. Prior to any such termination, the member shall be given written notice of the proposed termination and reasons therefor, and shall have ten (10) days from the date of such notice to cure such failure or default. If the member fails to cure or remedy the circumstance leading to the proposed termination within such ten (10) day period, the Board of Directors shall consider termination of such membership at its next regular meeting, at which meeting the member shall have the opportunity to address the Board of Directors concerning the same. Upon termination of membership, notice thereof shall be mailed to the member at the address on the member’s account. Any member whose membership has been so terminated may be reinstated as a member by a majority vote of the Board of Directors or a majority vote of the members at any annual or special meeting. Termination of membership shall not release the member from the obligation of paying all sums due to the Association.

Section 12. Limitation of Members’ Liability.

The private property of the members of the Association shall be exempt from execution for the debts of the Association, and no member shall be individually liable or responsible for any debts or liabilities of the Association.

Section 13. Grant of Access and Easements by Members.

Each member shall permit the Association’s authorized employees, agents and independent contractors to have access to such member’s land for meter reading and for inspection, operation maintenance, replacement, relocation, repair, disconnection of service or removal of the property of the Association. Each member, by becoming a member, grants an easement to the Association and others authorized by the Association along, across, over and under land owned by the member for the purpose of erecting, constructing, relocating, operating, maintaining, servicing, repairing and reconstructing poles, lines, fiber and other materials and equipment for the transmission and/or distribution of electric energy as now or may hereafter be used, for the transmission of communications by cable, fiber optic or other methods, for the use of the Association’s electric delivery system for the provision of broadband services, and for the purpose of trimming, cutting, removing, and controlling trees and underbrush which, in the opinion of the Association, might obstruct or endanger such lines, all at no cost to the Association. The granting by a member of such easements and rights to the Association shall be effective upon the member’s admission to membership in the Association. The granting of such easements and rights shall be effective and enforceable even in the absence of a separate written easement agreement executed by the member; nevertheless, the member shall execute a separate written easement agreement for recording purposes if requested by the Association to do so. The Board of Directors may require applicants for membership to return any payments previously made to such applicants for easements.

Section 14. Service to Non-Members.

Should the Association acquire any electric facilities already dedicated or devoted to the public use, the Association shall for the purpose of continuing existing service and avoiding hardships, continue to serve the person served directly from such facilities at the time of acquisition without requiring such persons to become members. Any municipality, county, or other body politic may apply for and receive service from the association without becoming a member and without payment of a membership fee, by making such a request to the Association and providing to the Association a written acknowledgement, in such form as the Board of Directors may prescribe from time to time, that such governmental body acknowledges responsibility to pay, and will pay for, all electric service rendered by the Association to such governmental body. In no event shall the number of such non-members served exceed forty-nine percent (49%) of the total number of persons served by the Association. Such nonmember customers (excluding governmental bodies) shall have the right to become members upon nondiscriminatory terms, and shall become members within one (1) year of receiving electric service from the Association. The rates to such nonmembers shall be on a cost basis and may exceed the rates to members by only such amounts as may be necessary to meet the full actual cost of service to such nonmembers.

Section 15. Service to Transients.

The Board of Directors may, in specific cases or by general rules and regulations, authorize services to transients for a limited period at non-member rates to be fixed from time to time by the Board of Directors. These non-member rates shall be fixed in such an amount as to include insofar as possible all costs to the Association in providing the service, but without any profit resulting to the Association.

Section 16. Under Billing.

In the event a billing or other error by the Association results in a member being undercharged for the actual amount of electricity provided to the member by the Association, then upon discovery of the error, and regardless of the cause or duration of the error, the Association will issue a supplemental billing reflecting the corrected amount owed by the member, and the member shall remit payment to the Association for such supplemental billing; provided, however, that the right of the Association to collect for any underbilling shall be limited by the then applicable statute of limitation. The Association may make arrangements for the payment of such supplemental billings on an installment basis, subject to such terms and conditions as may be approved by the Association’s Board of Directors.

Section 17. Membership List.

The Association shall maintain a written or electronic record of current members of the Association, which shall be made and kept for Association purposes only. Except as otherwise required by the Board of Directors or pursuant to an Order from a Court of competent jurisdiction, the list of members of the Association shall not be open to inspection or copying by members or by any other persons or entities.

Article 3 – Meetings of Members

Section 1. Annual Meeting.

The annual meeting of the members shall be held on the second Tuesday after the first Monday in August of each year, at such place within the service area of the Association as shall be designated by the Board of Directors in the notice of the meeting, for the purpose of electing Directors, receiving and passing upon reports covering the previous fiscal year, and transacting such other business as may properly come before the meeting. Any member who desires to present a matter for consideration at the annual meeting shall make a written request to the Manager to be placed on the agenda at least fifteen (15) days prior to the date of the annual meeting. Such request shall state the name, address, telephone number and signature of the member making the request, and shall state the substance of the request or issue to be presented and the reasons therefor. The Manager of the Association shall approve such request if the same is appropriate for consideration at the annual meeting, or if the matter is not appropriate for consideration at the annual meeting of the members, the Manager shall so notify the member and offer to place the matter on the agenda for the next regular meeting of the Board of Directors. Only business that is on the approved agenda will be considered at the annual meeting. If the day fixed for the annual meeting shall be a legal holiday, such meeting shall be held on the next succeeding business day. Failure to hold the annual meeting at the designated time shall not work a forfeiture or dissolution of the Association.

Section 2. Special Meetings.

Special Meetings of the members, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the Board of Directors or by any three (3) of the Directors, and shall be called by the President upon the written request of ten percent (10%) of all the members. Special meetings of the members may be held at any place within the service area of the Association, provided such place is specified in the notice of the special meeting. No business other than that specified in the notice of the special meeting shall be transacted at such special meeting.

Section 3. Notice of Meetings.

At least ninety (90) days prior to the Association’s annual meeting, the Association shall mail written notice to its members providing (i) the date, time and place of the annual meeting, (ii) notice that an election to the Board of Directors will be held at the annual meeting, and (iii) information regarding the application for candidacy to the Board of Directors. Such notice shall be mailed separately from any bill. Additional notice of the annual meeting or any special meeting, stating the place, day and hour of the meeting, and in the case of a special meeting the purpose or purposes for which the meeting is called, shall be given by publication in a newspaper of general circulation in Alcorn County, Mississippi, for three (3) successive days, the third day of such publications being not more than seven (7) days, nor less than four (4) days before the date of said meeting. The failure of any member to receive notice of an annual or special meeting of the members shall not invalidate any action which may be taken by the members at any such meeting.

Section 4. Quorum.

At least one percent (1%) of the total number of members of the Association on the day of any meeting, whether present in person or by proxy, shall constitute a quorum for the transaction of business at all meetings of the members. If less than a quorum is present at any meeting, a majority of those present in person or by proxy may adjourn the meeting to another date and time without further notice. If a quorum shall be present in person or by proxy on the date and time to which the original meeting was adjourned, then any business may be transacted which might have been transacted at the meeting as originally noticed. The members present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum.

Section 5. Proxy.

At all meetings of the members, a member may vote by proxy executed in writing by the member for all matters to come before the meeting except for the election of Directors. Such proxy shall be filed with the Secretary, Acting Secretary or other designee of the Association before or at the time of the meeting. No proxy shall be valid after sixty (60) days from the date of such execution, unless otherwise provided in the proxy. The presence of a member at a meeting of the members shall revoke a proxy previously executed by him, and such member shall be entitled to vote at the meeting in the same manner and with the same effect as if he has not executed the proxy.

Section 6. Voting.

Except as otherwise provided in connection with the election of Directors, each active member shall be entitled to only one (1) vote upon each matter submitted to a vote at a meeting of the members. Either spouse, but only one (1), may vote a joint membership account. If an active account is held in more than one name, only one member named on the account may vote the account. If the account is held in the name of a corporate entity or business, the individual desiring to vote such account may be required to submit satisfactory evidence that the individual is authorized to vote for such entity. Members holding both an active residential account and a separate active commercial account may vote only one (1) residential vote and one (1) commercial vote for each matter under consideration, regardless of the number of residential or commercial accounts held in the name of such member. All questions shall be decided by a vote of a majority of the members voting thereon, except as otherwise provided by these By-Laws, the Certificate of Reincorporation of the Association, as amended from time to time, or the appropriate law. The Manager may provide that voting be conducted through the use of electronic voting machines.

Section 7. Presiding Officer.

The President, or in his absence or inability to serve, the Vice President of the Board of Directors of the Association or a representative designated by the President, shall preside at all meetings of the members.

Article 4 – Directors

Section 1. General Powers.

The business and affairs of the Association shall be managed by its Board of Directors. The Board of Directors shall have and may exercise the power to do all things necessary or convenient in conducting the business of the Association, including, but not limited to, all powers enumerated in Section 77-5-223, Mississippi Code Annotated (1972, as amended) and the Mississippi Broadband Enabling Act of 2019 (as amended).

Section 2. Number and Tenure.

There shall be a total of five (5) Directors of the Association. Each Director shall hold office for a term of three (3) years from and after his election, or until his successor shall have been duly elected and qualified.

Section 3. Qualifications.

Each member of the Board of Directors shall, at the time of his nomination and at all times thereafter, hold an active, non-delinquent certificate of membership in the Association. Additionally, no person shall be eligible to become or remain a member of the Board of Directors of the Association who:

(a) Is not an individual of the age of majority, with the capacity to enter into legally binding contracts within the State of Mississippi; or

(b) Is not a bona fide resident of the area served or to be served by the Association; or
(c) Is in any way employed by or financially interested in an enterprise competing

with the Association, or a business selling electrical energy; or

(d) Is in any way employed by or financially interested in an enterprise or business whose primary function is closely related to electric power distribution, including but not limited to electricians, electric wiring contractors, electric appliance sales or repair, or sales of electrical equipment or supplies; or

(e) Holds any elective public office or any full-time appointed public office in connection with which a salary is paid; or

(f) Currently is, or within the five (5) years preceding his or her nomination has been, an employee of the Association or a member of any union representing any number of employees of the Association; or

(g) Is married to a person who currently is, or within the five (5) years preceding the candidate’s nomination has been, an employee of the Association or a member of any union representing any number of employees of the Association; or

(h) Is a party to a lawsuit, mediation, arbitration or other legal proceeding brought by or against the Association; or

(i) Has been convicted of or pled guilty to a felony; or
(j) Is in any way employed by or financially interested in an enterprise competing

with any Broadband Affiliate owned by the Association, or a business providing broadband services; or

(k) Is in any way employed by or financially interested in an enterprise or business whose primary function is closely related to the provision of broadband services; or

(l) Is a party to a lawsuit, mediation, arbitration or other legal proceeding brought by or against any Broadband Affiliate owned by the Association; or

(m) Currently is, or within the five (5) years preceding his or her nomination has been, an employee of any Broadband Affiliate owned by the Association; or

(n) Is married to a person who currently is, or within the five (5) years preceding the candidate’s nomination has been, an employee of any Broadband Affiliate owned by the Association.

Upon establishment of the fact that a Director is holding office in violation of any of the foregoing provisions, the Board of Directors shall remove such Director from office. Nothing contained in this Section shall affect in any manner whatsoever the validity of any action taken at any meeting of the Board of Directors.

Section 4. Nomination.

In order to be a candidate for election to the Board of Directors of the Association, a qualified person must be nominated by written petition signed by at least twenty-five (25) members of the Association in good standing and filed with the Secretary of the Association at the Association’s principal office at least thirty (30) days prior to the date of the annual meeting of the members of the Association. The petition shall be on a form provided by the Board of Directors and must state the name of the candidate on each page and must contain the name and address of each member signing the petition.

Section 5. Election.

If the number of qualified persons nominated for election to the Board of Directors of the Association is equal to the number of vacancies to be filled at the annual meeting of the members of the Association, the person or persons so nominated shall be declared elected to the Board of Directors by acclamation. If more qualified persons are nominated for election to the Board of Directors than the number of vacancies to be filled at the annual meeting of the members, the presiding officer shall appoint at least three (3) members to serve as election managers. Under the supervision of these election managers, an election by secret ballot shall be held at the principal office of the Association, or at such other place as the Board may designate and publicize, from the time of the adjournment of the annual meeting of the members until 6:00 P.M. that same date for the purpose of electing Directors to fill the vacancies. It shall be the responsibility of the Manager of the Association to provide adequate personnel to determine eligibility of members for voting, to keep a register of members who vote, to hand out official ballots to qualified members, to tabulate the votes cast, and to perform such other services in connection with the election as may be delegated to him by the election managers. The names of all qualified candidates who have been nominated as provided in these By-Laws shall appear on the official ballot furnished by the Association in alphabetical order. The Manager may provide that voting be conducted through the use of electronic voting machines. If one (1) Director is to be elected, the candidate receiving the most votes shall be declared elected. If two (2) Directors are to be elected, the two candidates receiving the most votes shall be declared elected. The results of elections to the Board of Directors shall be published in a newspaper of general circulation in Alcorn County, Mississippi.

Section 6. Voting for Directors.

All active membership accounts may be voted in a Board of Directors election. Each active membership account shall be entitled to as many votes for Director as there are Directors to be elected. No member may vote by proxy for the election of a Director. Members holding both an active residential account and a separate active commercial account may vote each such account, but shall be entitled to only one (1) residential vote for each open Director position and one (1) commercial vote for each open Director position, regardless of the number of residential or commercial accounts held in the name of such member. Except as specifically altered by this Section, the voting rules of Article III, Section 6 shall apply equally to the election of Directors.

Section 7. Vacancies.

Any vacancy occurring in the Board of Directors shall be filled by a majority vote of the remaining Directors, and any successor Director thus elected shall serve the unexpired term of his predecessor.

Section 8. Salary.

The Directors shall not be entitled to receive any salary for their services as Directors but shall be entitled to reimbursement for expenses incurred by them in the performance of their duties.

Section 9. Rules, Regulations and Policies.

The Board of Directors shall have the power to adopt, alter, amend, and abolish, from time to time, such rules, regulations and policies, not inconsistent with law, the Certificate of Reincorporation of the Association, as amended from time to time, or these By-Laws, as it may deem advisable for the management, administration and regulation of the business and affairs of the Association.

Section 10. Business Restrictions.

No member of the Board of Directors of the Association may sell any product or service to the Association while serving as such Director, and no corporation or partnership may sell any product or service to the Association while such corporation has as one of its directors or officers a member of the Board of Directors of this Association or while such partnership has as a partner any member of the Board of Directors of this Association, unless the Director first discloses his interest in the proposed transaction to the other members of the Board of Directors of the Association, and thereafter recuses himself from any consideration of or action taken upon such transaction by the Board of Directors; provided, however, that this restriction shall not apply to transactions or purchases of less than Two Thousand Five Hundred Dollars ($2,500.00) or to emergency repairs.

Section 11. Required Training for Directors.

From and after January 1, 2020, each new Director elected to the Board of Directors for his or her first term of office shall, within twelve (12) months of his or her first election to the Board of Directors, obtain a Credentialed Cooperative Director’s Certificate issued by the NRECA, and shall thereafter provide such certificate to the Manager of the Association.

Section 12. Removal of Directors.

In the event that a Director (i) is determined to be incompetent by the affidavit of two (2) treating physicians, (ii) has had a conservator or guardian appointed by a court or has been determined by a court to be non compos mentis, or (iii) fails to attend at least 2/3 of the Directors’ meetings within a twelve (12) month period, then the remaining Directors, by a majority vote thereof, may remove such Director from office.

Article 5 – Meeting of Directors

Section 1. Regular Meetings.

A regular meeting of the Board of Directors of the Association shall be held without further notice than this By-Law on the second Wednesday of each month at 5:00 p.m. at the principal office of the Association. The Board of Directors may, by resolution, change the time and place for the holding of these regular meetings. Further, the place and time of any specific regular meeting may be changed by the consent of a majority of the Board of Directors. Meetings of the Board of Directors, except when in executive session, shall be open only to members of the Association.

Section 2. Special Meetings.

Special meetings of the Board of Directors may be called by or at the request of the President or any two (2) Directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place as the place for holding any special meeting of the Board of Directors called by them.

Section 3. Notice of Special Meetings.

Notice of any special meeting shall be given at least one (1) day prior thereto by written notice either delivered personally, by mail or by electronic communication to each Director; provided, however, that in the event of an emergency, a special meeting may be had as soon as a quorum of Directors is available and consents to the holding of such special meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail so addressed with postage thereon prepaid. If notice is delivered electronically, such notice shall be deemed to be delivered when the electronic communication is sent. Any Director may waive notice of any meeting. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business on the allegation that the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

Section 4. Quorum.

A majority of the number of Directors fixed by Section 2 of Article IV shall constitute a quorum for the transaction of business at any meeting of the Board of Directors; but if less than such majority is present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.

Section 5. Manner of Acting.

Except as otherwise provided for in the Certificate of Reincorporation of the Association, as amended from time to time, the By-Laws of the Association, or appropriate State or Federal laws, the act of the majority of the Directors present at the meeting at which a quorum is present shall be the act of the Board of Directors.

Section 6. Request to be Placed on Agenda.

Any member, except an employee of the Association, who desires to present a matter to the Board for its consideration shall give written notice of such matter to the Manager of the Association no later than 4:00 P.M. on the Friday preceding the regular Board Meeting the member or group of members wishes to attend, or it will be held until the next regular meeting of the Board. Should the agenda be too crowded in the opinion of the Manager, the matter will be held for the next regular Board Meeting. To be considered, the request must contain the following information: (a) the name, address, telephone number, and signature of the member making the request; (b) the date of the Board Meeting at which the matter is to be presented; (c) the substance of the request or issue to be presented and the reason(s) therefor; (d) all documents to be provided to the Board during the presentation; and (e) the name, address, and telephone number of the spokesperson for the group if different from the member making the request. Such spokesperson shall be the only voice of the group at the Board Meeting. The President of the Board or presiding Board Member may place reasonable time restrictions on any such presentation to the Board. All dealings between the Board and employees of the Association shall be through such employee’s immediate supervisor and the Manager, except for complaints against the Manager which shall be delivered in writing to the President of the Board.

Section 7. Participation in Meeting by Telephonic or Videoconference Means.

The Board of Directors may conduct meetings through telephonic or videoconference means, and Directors may participate in regular or special meetings of the Board by such means. A quorum of the Board of Directors may be at different locations for the purpose of conducting a meeting through telephonic or videoconference means.

Article 6 – Officers

Section 1. Number.

The officers of the Association shall be a President, a Vice President, and a Secretary, each of whom shall be elected by the Board of Directors from its own number. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors.

Section 2. Election and Term of Office.

The officers of the Association shall be elected annually by the Board of Directors at the first meeting of the Board held after each annual meeting of the members. If the election of the officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his successor shall have been duly elected and shall have qualified, or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

Section 3. Removal.

Any officer or agent elected or appointed by the Board of Directors may be removed from office by the Board of Directors whenever in its judgment the best interest of the Association would be served thereby.

Section 4. Vacancies.

A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 5. President.

The President may, when present, preside at all meetings of the members and of the Board of Directors. He may sign, with the Secretary or any other proper officer or employee of the Association thereunto authorized by the Board of Directors, certificates of membership, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these By-Laws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed; and, in general, he shall perform all duties incident to the office of President, and such other duties as may be prescribed by the Board of Directors from time to time.

Section 6. Vice President.

In the absence of the President or in the event of his death, or inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all restrictions upon the President. The Vice President may sign, with the Secretary or any other proper officer or employee of the Association, certificates of membership, and shall perform such other duties as from time to time may be assigned to him by the Board of Directors.

Section 7. Secretary.

The Secretary shall: (a) keep the minutes of the members’ meetings and of the Board of Directors’ meetings in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these By-Laws, as required by law; (c) be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents, the execution of which on behalf of the corporation under its seal is duly authorized; (d) keep a register of the post office address of each member, which address shall be furnished to the Secretary by such member; (e) sign with the President, or Vice President, or other authorized officer or employee of the Association, certificates of membership in the Association, the issuance of which shall have been authorized by these By-laws or by resolution of the Board of Directors; and (f) in general, perform all duties incident to the office of Secretary, and such other duties as may from time to time be assigned to him by the Board of Directors.

Section 8. Bond of Officers.

The Board of Directors may require any officer, or other employee, of the Association charged with the responsibility for the custody of any of its funds or property to give bond in such amount and with such sureties as the Board of Directors shall determine, with the premium for the bond being paid by the Association.

Section 9. Salaries.

No officer of the Association shall be entitled to receive any salary for the performance of his duties as such officer.

Article 7 – Operations

Section 1. Nonprofit and Cooperative Operation.

The Association: (a) shall operate on a nonprofit and cooperative basis for the mutual benefit of all Members; and (b) may not pay interest or dividends on capital furnished by Members.

Section 2. Contracts.

The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances.

Section 3. Loans.

No loans shall be contracted on behalf of the Association and no evidence of indebtedness shall be issued in its name unless authorized by a specific resolution of the Board of Directors.

Section 4. Checks, Drafts, Etc.

All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Association shall be signed by such officer or officers, agent or agents, of the Association, and in such manner as shall from time to time be determined by resolution of the Board of Directors, but, in any event all checks issued by the Association shall contain at least two signatures as authorized by the Board of Directors.

Section 5. Deposits.

All funds of the Association not otherwise employed shall be deposited from time to time to the credit of the Association in such banks, trust companies or other depositories as the Board of Directors may select; and when any funds are available and not needed for operational expenses, such funds shall, when possible, be deposited in an interest bearing account.

Section 6. Fixing Rates.

Subject to any contractual restrictions and the requirements of law, the Board of Directors shall have from time to time the power and authority to fix, charge and collect reasonable fees, rents, tolls, prices and other charges for electric energy sold and services rendered to the members of the Association and, if applicable, to non-members, which shall be sufficient at all times to pay all operation and maintenance expenses necessary or desirable for the prudent conduct and operation of its business and to pay the principal of and interest on such obligations as the Association may have issued and/or assumed in the performance of the purpose for which it was formed.

Section 7. Security Deposits.

When the membership fee (or such meter deposit as may be required with respect to service to non-members) does not in the judgment of the Board of Directors constitute sufficient security for the payment of bills or electric energy, the Board of Directors may require such customer to post a deposit with the Association in an amount deemed sufficient to secure such payment.

Section 8. Employing Personnel.

The Board of Directors shall hire and fix the salary and conditions of employment of the Manager of the Association, who shall have general control of the day to day operations of the Association. The Manager of the Association shall have full authority to hire, discipline and discharge any and all employees that might be required for the normal operation of the Association, and to fix the salaries, wages and other conditions of employment of all such employees; but such action of the Manager of the Association shall be subject to review and modification or reversal by the Board of Directors.

Section 9. Wiring.

Service to any person may at the discretion of the Board of Directors be conditioned upon such person furnishing to the Association the certificate of a reputable inspector stating that the wiring of the premises served or to be served complies with all local regulations and is in accordance with the latest rules and regulations of the National Electric Code of the National Board of Fire Underwriters for the installing of electric wire, apparatus, and appliances, and is in accordance with the wiring specifications prescribed by the RUS and the Association. The requirement, or waiver, of such a certificate, or the supplying of service on the basis thereof, shall not subject the Association to liability to any member or other person for any damage or injuries sustained by reason of defects existing in the wiring of such premises.

Section 10. Fiscal Year.

The fiscal year of the Association shall begin on the first day of July in each year, and end on the last day of June in the following year.

Section 11. Accounting Systems and Reports.

The accounts of the Association shall be established and maintained in such form, subject to any contractual obligations of the Association and other pertinent provisions of these By-Laws, as the Board of Directors may prescribe. The Manager of the Association shall provide the Board of Directors with a financial report at each regular monthly meeting of the Board. After the close of each fiscal year, the Board of Directors shall cause to be made by a qualified independent certified public accountant a full and complete audit of the accounts, books, and financial condition of the Association as of the end of such fiscal year. This audit report shall be available for examination by the members at the office of the Association during normal business hours. In addition, the Association shall conduct or cause to be conducted an annual audit of compliance with the Mississippi Broadband Enabling Act of 2019 (as amended), which audit shall be made publicly available.

Section 12. Disposition of Revenues: Capital.

The revenues and receipts of the Association shall first be devoted to the payment of all operating and maintenance expenses necessary or desirable for the prudent conduct and operation of its business and to the payment of the principal of and interest on such obligations as the Association may have issued and/or assumed in the performance of the purpose for which it was formed, and thereafter to such reserve for improvement, new construction, depreciation and contingencies as the Board of Directors may from time to time prescribe. All amounts received and receivable from the furnishing of electric energy to members and non-members in excess of operating cost and expenses properly chargeable against the furnishing of electric energy are, at the moment of receipt by the Association, received with the understanding that such amounts are furnished by the members and non-members as capital. Capital contributed by members and non-members shall be used only for capital purposes including, without limitation, new electric system construction and other construction incident thereto, electric system improvements, the retirement of electric system indebtedness at or prior to maturity, and working capital adequate for all purposes including facilitation of general rate reductions. The Association shall maintain such books and records as will enable it, when required by law or these By-Laws, to compute the amount of capital contributed during any given period by each of its members and non-members. Excess revenues shall be returned to members only by way of general rate reductions, and except in the case of dissolution or sale of the Association, capital shall not be returned to members through any form of cash payment or reimbursement, whether by capital credit retirement, rebates, cash refunds, bill credit or otherwise.

Section 13. Purchase of Electric Energy.

Each member shall, as soon as electric energy is available, purchase from the Association all electric energy used on the premises described in the application for membership. Each member and each non-member receiving electric service shall pay promptly for such electric energy on a monthly basis at such rates as may be fixed by the Board of Directors from time to time. The electric energy which the Association shall furnish to any consumer may be limited to such an amount as the Board of Directors may from time to time determine. Each consumer shall pay to the Association such minimum amount per month, regardless of the amount of electric energy consumed, as the Board of Directors may fix from time to time.

Section 14. Termination of Service.

If any consumer shall fail to pay when due any bill for electric energy furnished by the Association, or if any consumer shall fail to abide by the terms and provisions of the Mississippi Electric Power Association Law or of the Certificate of Reincorporation of the Association, as amended from time to time, or of the By-Laws, or of any rules, regulations and policies adopted from time to time by the Board of Directors, the Association may, in addition, to any other remedy available, cease providing electric energy to such consumer upon such notice and in such manner as the Board of Directors may from time to time prescribe.

Section 15. Interruption of Service.

The Association shall provide services to members in a reasonable manner. The Association, however, does not insure, guarantee or warrant that it will provide adequate, continuous or non-fluctuating electric energy services. The Association is not liable for damages, costs or expenses, including attorney’s fees or legal expenses, caused by the Association providing inadequate, noncontinuous or fluctuating electric energy services, unless the damages, costs or expenses are caused by the Association’s gross negligence or willful misconduct. The Association’s responsibility and liability for providing electric service terminates upon delivery of electric service to the member. In case of emergency, or when requested by government or emergency officials or representatives, or when deemed necessary by the Association, the Association may interrupt the provision of electric service to any customer.

Section 16. Policies and Procedures.

From time to time, the Board of Directors of the Association may prescribe and adopt certain Policies and Procedures setting forth various rules and regulations of the Association regarding the provision of electric service to both residential and commercial customers. Such rules and regulations applicable to residential accounts may be different from the rules and regulations applicable to commercial accounts. The Policies and Procedures may be amended from time to time at any regular meeting of the Board of Directors.

Article 8 – Dissolution

Section 1. Method.

This Association may be dissolved at any time in accordance with the provisions of the applicable Mississippi statutes.

Section 2. Rights upon Dissolution.

In the event of dissolution of the Association, its affairs shall be liquidated in the manner provided by law. The Directors or officers in charge of such liquidation shall use the proceeds derived from liquidation to satisfy and discharge all outstanding liabilities and obligations of the Association. To the extent permitted by law, any remaining proceeds of liquidation shall be disposed of as follows:

(a) The aggregate amount of capital contributed by members of the Association during the period of its existence shall be determined and such remaining proceeds up to such aggregate amount shall be returned to such members in proportion to the respective amounts of capital contributed by them; and

(b) The remaining liquidation proceeds, if any, shall be distributed ratably among the members holding membership as of the time it ceases to conduct its business of supplying electric power and energy.

Article 9 – Indemnification

Section 1. Action by Person other than Association.

The Association shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Association) by reason of the fact that he is or was a Director, officer, employee or agent of the Association, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the Association and, with respect to any criminal action or proceeding if he had reasonable cause to believe that his conduct was lawful. The entry of a judgment, order, settlement, conviction, or plea of nolo contendere or its equivalent, shall not of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interest of the Association, or that he did not have reasonable cause to believe that his conduct was lawful.

Section 2. Action by Association.

The Association shall indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Association to procure a judgment in its favor by reason of the fact that he is or was a Director or officer, employee or agent of the Association, against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the Association, and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Association unless and only to the extent that the Chancery Court or the Court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Chancery Court or such other Court shall deem proper.

Section 3. Non-exclusivity of Indemnification.

The indemnification provided by this Article IX of the By-Laws of the Association shall not be deemed exclusive of any other rights to which any person seeking indemnification may be entitled under any By-Law, agreement, vote of the members or disinterested Directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person.

Section 4. Liability Insurance.

The Association shall have power to purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee or agent of the Association, against liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the Association would have the power to indemnify him against such liability under the provisions of this Article IX of the By-Laws of the Association or under the provisions of any pertinent statute.

Article 10 – Broadband Services

Section 1. Authorization.

The Association is authorized, in the sole discretion of its Board of Directors, to establish, acquire, and wholly or partially own one or more Broadband Affiliates, as provided in, and consistent with, the Mississippi Broadband Enabling Act of 2019 (as amended). Prior to the provision of broadband services, the Board of Directors of the Association shall, by resolution spread upon its minutes, have an economic feasibility study conducted and adopt a plan that will provide service to its entire certificated area. Such feasibility study shall be made available to members upon request.

Section 2. Broadband System.

The Association may own, lease, construct, maintain and operate, as part of its electric delivery system, lines, cables and other equipment which may be used, in part, for the provision of broadband services to the public. The Association may allow its Broadband Affiliate or an unaffiliated broadband operator to own, lease, maintain and operate equipment for the provision of broadband services on the Association’s electric delivery system and to provide broadband services to the public utilizing the Association’s electric delivery system. Such use of the Association’s electric delivery system for the provision of broadband services shall not be considered an additional burden on any real property upon which the Association’s electric delivery system is located, and shall not require the consent of the owner of such real property or any other person having an interest therein. Any such provision of broadband services on the Association’s electric delivery system shall not diminish the reliability of the Association’s electric delivery system.

Section 3. Use of Broadband Capacity.

The Association may determine, in the sole discretion of its Board of Directors, which broadband operators, if any, may have access to broadband capacity on the Association’s electric delivery system, and may provide that its Broadband Affiliate or other broadband provider shall have exclusive access to broadband capacity on the Association’s electric delivery system.

Section 4. Charges for Use of Broadband Capacity.

The Association may charge its Broadband Affiliate or an unaffiliated broadband operator for the construction, installation, operation, use and maintenance of those parts of its electric delivery system that are used or reserved for use for the provision of broadband services. Any lease of portions of the Association’s electric delivery system for the provision of broadband services which includes use of the Association’s poles shall include pole attachment fees to be paid to the Association equal to pole attachment fees charged by the Association to like unaffiliated, private entities.

Section 5. Prohibition of Use of Electric Revenues: Permissible Actions.

The Association shall not use its electric energy sales revenues to subsidize the provision by its Broadband Affiliate or an unaffiliated broadband operator of broadband services to the public. The Association may, however, in the sole discretion of its Board of Directors, (i) make capital investments in a Broadband Affiliate, (ii) make loans to a Broadband Affiliate at fair market rates, and (iii) enter loan guarantees for the benefit of a Broadband Affiliate, all of which may be in such amounts and on such terms as the Association’s Board of Directors determines to be prudent and authorizes.

Section 6. Purchase of Broadband Services.

No member shall be required to purchase broadband services as a condition of receiving or continuing to receive electric energy from the Association. The Association shall not disconnect, nor threaten to disconnect, electric service to any member due to the member’s failure to pay for broadband services provided to the member by a Broadband Affiliate or other broadband operator.

Section 7. Policies and Procedures.

From time to time, the Board of Directors of the Association may prescribe, adopt, amend and repeal certain policies, procedures, rules and regulations relating to the provision of broadband services through its electric delivery system, and may delegate such authority to its Broadband Affiliate.

Article 11 – Miscellaneous

Section 1. Lost Certificate of Membership.

In case of a lost, destroyed or mutilated certificate of membership, a new certificate of membership may be issued therefor upon such terms and such indemnity to the Association as the Board of Directors may prescribe.

Section 2. Waiver of Notice

Whenever any notice is required to be given to any member or Director of the Association under the provisions of these By-Laws or under the provisions of the Certificate of Reincorporation of the Association, as amended from time to time, or under the provisions of the laws of the State of Mississippi, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. The attendance of a Director or member at a meeting shall constitute a waiver of notice of such meeting, except where a Director or member attends a meeting for the express purpose of objecting to the transaction of any business on the allegation that the meeting is not lawfully called or convened.

Section 3. Corporate Seal

The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Association, the State of incorporation, and the words, “Corporate Seal”.

Section 4. Amendments

These By-Laws may be altered, amended or repealed and new By- Laws may be adopted by a vote of at least three-fifths (3/5) of the members of the Board of Directors at any regular or special meeting of the Board of Directors. All such amendments to the By-Laws shall be binding upon all members who continue to receive electric service from the Association, notwithstanding the fact that the member may have become a member of the Association prior to the date of such amendment.

Section 5. Governing Law

These By-Laws shall be governed by, and interpreted in accordance with, the laws of the State of Mississippi, and any applicable federal law.

Section 6. Titles and Headings

Titles and headings of By-Law articles, sections and subsections are for convenience and reference only, and do not affect the interpretation, construction or application of a By-Law article, section or subsection.

Section 7. Partial Invalidity

When reasonably possible, these By-Laws shall be interpreted in a manner to make each such By-Law provision valid. The invalidation of any provision of these By-Laws which does not alter the fundamental rights, duties and relationship between the Association and its members, does not invalidate the remaining By-Law provisions.

Section 8. Waiver

The failure of the Association to assert a right or remedy provided in these By-Laws does not waive the Association’s right to assert the right or remedy provided herein.

Section 9. Lack of Notice

The failure of a member or Director to receive notice of a meeting, action or vote does not affect or invalidate an action or vote taken by the members or Board of Directors at such meeting.

Approved and adopted by the Board of Directors of the Alcorn County Electric Power Association on February 12, 2020, at a regular meeting of the Board of Directors held at the offices of the Association in Corinth, Mississippi.

I certify that this is a true and correct copy of the By-Laws of the Alcorn County Electric Power Association as of February 12, 2020.

Secretary