ARTICLE II - Cooperative Membership

ARTICLE II - Cooperative Membership

SECTION 2.1 – Membership Eligibility 

Any natural person, firm, association, cooperative, corporation, limited liability company, business trust, partnership, limited liability partnership, state, state agency, or state political subdivision, subdivision, or other body politic (collectively, “Person”), that purchases any products, services or equipment related to energy, telecommunication, water or sewerage (collectively, “Utility Services”) from the Cooperative is eligible to become a Member.

No Person may hold more than one membership in the Cooperative. Except as otherwise provided in these Bylaws, no Cooperative membership, and no right or privilege associated with Cooperative membership, may be sold, purchased, assigned, or otherwise transferred.

 

SECTION 2.2 – Membership Procedure

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

  1. Application for membership in the Cooperative may be verbal, written or electronic. Each application must comply with the requirements of the Cooperative and be accompanied by payment of membership fee as determined in advance by the Board of Directors of the Cooperative, not to exceed ten dollars ($10.00). An Application shall constitute Applicant’s agreement to comply with and be bound by applicable law and by: (a) the Cooperative’s Articles of Incorporation (“Articles”); (b) these Bylaws as amended from time to time pursuant to

Virginia Code Section 56-231.29 or any appli cable successor statute; (c) the Cooperative’s tariff and terms & conditions for service; and (d) policies and regulations adopted by the Cooperative (items

a through d are collectively referred to as the “Govern ing Documents”);

  1. Purchase one or more Utility Services from the Cooperative;
  2. Unless waived in writing by the Cooperative, pay the Cooperative any outstanding amounts owed the Cooperative by the Applicant.
  3. Pay the Cooperative any dues, assessment, fee, deposit, contribution, or other amount required by the Governing Documents.

 

SECTION 2.3 – Automatic Membership

Unless the Board determines otherwise as provided in these Bylaws, an Applicant automatically becomes a member of the Cooperative (“Member”) effective upon the later of the date the Applicant began using any Utility Service and the date the Applicant has completed the Membership procedure to the Cooperative’s satisfaction.

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

The Board may refuse any Applicant membership in the Cooperative for cause.

 

SECTION 2.4 – Member Classes

The Cooperative shall assign each Member to one (1) of the following classes (“Member Classes”):

Class A Member: Any member who purchases electric distribution service from the Cooperative, and all associated power supply requirements from the Cooperative.

Class B Member: Any member who purchases electric distribution service but no power supply requirements from the Cooperative.

Class C Member: Any member who purchases any other utility service. In classifying Members:

  1. No Member may be a member of more than one Member Class;
  2. Based upon a Member’s use of one (1) or more Utility Services, the Cooperative shall designate the Member in descending order of priority as a Class A Member, Class B Member, Class C Member; and
  3. Upon the Cooperative learning of, or upon a Member demonstrating to the Cooperative’s reasonable satisfaction, a change in any Member’s use of Utility Services, then, if applicable, within thirty (30) days, the Cooperative shall re-classify the Member.

Unless otherwise provided in these Bylaws, the term “Member” includes all Member Classes.

 

SECTION 2.5 – Joint Membership

Persons who qualify to be Members may hold a joint membership in the Cooperative (“Joint Membership”). A joint Membership may consist only of natural persons occupying the same location to or for which the Cooperative provides or will provide a Cooperative Service, each of whom qualifies to be a Member.

  1. Creating Joint Memberships. Except as otherwise provided in these Bylaws, to become joint members of the Cooperative, qualified natural persons must jointly complete the Membership Procedures within thirty (30) calendar days of re- questing or agreeing to use Utility Service. By jointly completing the Membership Procedure, individuals joined in marriage or in a similar legally recognized relationship (“Spouses”) and occupying the same location to or for which the Cooperative provides or will provide a Cooperative Service, may apply for Joint Membership. By written request, and by jointly executing a new membership application, any Member may apply to convert the Member’s individual membership to a Joint Membership with the Member’s spouse.
  2. Joint Member Rights and Obligations. Unless otherwise specified by these Bylaws, all natural person comprising a Joint Membership (“Joint Member”) have and may enjoy all the rights, benefits, and privileges, and are jointly and severally liable for all the obligations, requirements, and liabilities, of being a Member. As used in these Bylaws, Member- ship includes any Joint Membership, and Member includes any Joint Member.
  3. Effect of Joint Member Actions. For each Joint Membership:
    1. Notice of any meeting provided to any Joint Member constitutes notice to all Joint Members;
    2. Waiver of notice of a meeting signed by one Joint Member constitutes waiver of notice for all Joint Members;
    3. The presence of one or more Joint Members at any meeting:

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

b. Waives notice of the meeting for all Joint Members;

  1. There shall be only one vote per Joint Membership on any matter. The action of any Joint Member shall be deemed to be the action of all in all Cooperative affairs. A Member Proxy Appointment issued or revoked by any Joint Member shall be deemed issued or revoked by both and the date of the last issuance or revocation shall control;
  2. Except upon the death of a Joint Member or a divorce or dissolution of the marriage or similar legal ly recognized relationship between spouses who are Joint Members, the termination of any Joint Member constitutes termination of all Joint Members; and

A Joint Member otherwise qualified is eligible to serve as a member of the Board (“Director”). If more than one of the Joint Members comprising a Joint Membership are otherwise qualified to serve as a Director, then one Joint Member, but not more than one of such Joint Members simultaneously may be stand for election or serve as a Director.

  1. Joint Membership Conversion and Termination; death, of spouse, divorce or dissolution of marriage or similar legally recognized relationship:
    1. In the case of death or of divorce or dissolution:
  1. one Joint Member continues to legally use, receive, or purchase a Utility Service at the same location, then the Joint Membership converts to a membership in the name of the Joint Member continuing to legally use, receive, or purchase a Utility Service at the same location;
  2. if more than one Joint Member continues to legally use, receive, or purchase a Utility Service at the same location, then the Joint Membership converts to a membership in the names of the Joint Members continuing to legally use, receive, or purchase a Utility Service at the same location;

 

  1. In the case of divorce or dissolution of a marriage or similar legally recognized relationship, if both former spouses continue to legally use, receive, or purchase a Utility Service at the same location, then the Joint Membership converts to a member- ship in the name of the Joint Membership shall not terminate or convert and both Joint Members will continue to enjoy all the rights, benefits, and privileges, and remain jointly and severally liable for all the obligations, requirements, and liabilities, of being a Member; or
  2. In the case of death, divorce or dissolution, if neither Joint Member continues to legally use, receive, or purchase a Utility Service at the same location, then the Joint Membership terminates.

 

SECTION 2.6 – Provision of Utility Services

The Cooperative shall provide Utility Services to Members in a commercially reasonable manner, consistent with prudent utility practices. The Cooperative, however, does not insure, guarantee nor warrant that it will provide adequate, continuous, flawless, or non-fluctuating electric power or other Utility Services.

The Cooperative is not liable for damages, costs, or expenses, including attorney fees or legal expenses, caused by the Cooperative providing inadequate, noncontinuous, or fluctuating electric energy or other Cooperative Service.

The Cooperative’s responsibility for any Utility Service terminates upon delivery of such Utility Service.

 

SECTION 2.7 – Purchase of Utility Services

As required by law each Member shall use at least one (1) Utility Service provided by the Cooperative.

 

SECTION 2.8 – Indemnification

Each Member shall indemnify the Cooperative for, and hold the Cooperative harmless from, any expenses, costs, liabilities, or damages, including reasonable attorney fees and legal expenses,  incurred by the Cooperative, or by any Cooperative Director, Officer, employee, agent, representative, or contractor, because of any property damage, personal injury, or death caused by or resulting from the Member’s negligence, gross negligence, will misconduct or

Failure, or refusal to comply with applicable law or the Governing Documents.

 

SECTION 2.9 – Member Termination

The Cooperative may terminate Members as provided in this Bylaw and allowed by Law.

  1. Termination Reasons. The Cooperative may terminate a Member if the Member:
    1. Fails to timely pay any amounts due the Cooperative;
    2. Fails to timely comply with the Governing Documents;
    3. For six (6) consecutive months, fails to use a minimum of one Utility Service;
    4. Dies, legally dissolves, or legally ceases to exist; or
    5. Voluntarily requests termination;
    6. As otherwise provided in the Governing Documents or under applicable law

Items 1 through 6 are referred to in these Bylaws as “Termination Reasons.”

  1. Termination. Unless otherwise provided in these Bylaws, following the occurrence of a Termination Reason, the Cooperative may terminate, without notice, the membership of any member if they fail to comply with the above provisions.
  2. Effect of Member Termination Upon Cooperative. Upon a Member’s termination, the Cooperative’s duties and obligations to the Member, other than the obligation to allocate Capital Credits and Affiliated Capital Credits for the period during which the Member purchased utility service, cease and the Cooperative may cease providing any or all Utility Service to the Member.
  3. Effect of Member Termination Upon Member. Other than the right to receive allocated Capital Credits and Affiliated Capital Credits when they are retired and refunded, a terminated Member forfeits and relinquishes all rights provided in the Governing Documents. In particular, a terminated Member forfeits and relinquishes any voting rights provided by these Bylaws. A terminated Member, however, remains subject to all obligations imposed by the Governing Documents. Termination of a Member does not release the former Member from any debts, liabilities, or obligations owed the Cooperative. Upon a Member’s termination from the Cooperative, and after deducting any amounts owed the Cooperative, the Cooperative shall return to the Member any deposit paid by the Member as credit support.
  4. Notwithstanding the foregoing, the Cooperative may suspend or terminate service to a Member in accordance with the Governing Documents, without terminating such Member.

 

SECTION 2.10 – Member Liability

A Member’s liability to third parties for the Cooperative’s acts, debts, liabilities, or obligations is generally limited, by law, to the unpaid portion of such Member’s Membership fee unpaid subscription to capital stock, and unpaid bills from the Cooperative. A Member, however, may become liable to the Cooperative as provided in the Governing Documents, or as otherwise agreed to by the Cooperative and Member.

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