Bylaws (English)

Arti­cle I

Mem­ber­ship

Sec­tion 1.01  Eli­gi­bil­i­ty. Any nat­ur­al per­son, firm, asso­ci­a­tion, cor­po­ra­tion, busi­ness trust, part­ner­ship, Fed­er­al agency, State or polit­i­cal sub­di­vi­sion or agency there­of, or any body politic (each here­inafter referred to as “per­son”, “appli­cant”, “him”, or “his”) shall be eli­gi­ble to become a Mem­ber of, and at one (1) or more premis­es owned or direct­ly occu­pied or used by him to receive elec­tric ser­vice from York Elec­tric Coop­er­a­tive, Inc. (here­inafter call the “Coop­er­a­tive”). No per­son shall hold more than one (1) mem­ber­ship in the Coop­er­a­tive.

Sec­tion 1.02  Appli­ca­tion for Mem­ber­ship; Renew­al of Pri­or Appli­ca­tion. Appli­ca­tion for mem­ber­ship where­by the appli­cant agrees to pur­chase elec­tric pow­er and ener­gy from the Coop­er­a­tive and to be bound by and to com­ply with all of the oth­er pro­vi­sions of the Cooperative’s Arti­cles of Incor­po­ra­tion and Bylaws, and all rules, reg­u­la­tions, rate clas­si­fi­ca­tions and rate sched­ules estab­lished pur­suant there­to, as all the same then exist or may there­after be duly adopt­ed, rescind­ed or amend­ed (the oblig­a­tions embraced by such agree­ment being here­inafter called “Mem­ber­ship Oblig­a­tions”) shall be made in writ­ing on such form as pro­vid­ed there­fore by the Coop­er­a­tive. With respect to any par­tic­u­lar clas­si­fi­ca­tion of ser­vice for which the Board of Trustees shall require it, such appli­ca­tion shall be accom­pa­nied by a sup­ple­men­tal con­tract, exe­cut­ed by the appli­cant on such form as is pro­vid­ed there­fore by the Coop­er­a­tive. The mem­ber­ship appli­ca­tion shall be accom­pa­nied by the mem­ber­ship fee pro­vid­ed for in Sec­tion 1.03, togeth­er with any ser­vice secu­ri­ty deposit, ser­vice con­nec­tion deposit or fee, facil­i­ties exten­sion deposit, or con­tri­bu­tion in aid of con­struc­tion or exe­cut­ed sup­ple­men­tal con­tract that may be required by the Coop­er­a­tive (here­inafter called “Oth­er Pay­ments, If Any”), which fee and Oth­er Pay­ments, If Any, shall be refund­ed in the event the appli­ca­tion is denied. Any for­mer Mem­ber of the Coop­er­a­tive may, by the sole act of pay­ing a new mem­ber­ship fee and any out­stand­ing account plus accrued inter­est there­on at the South Car­oli­na legal rate on judg­ments in effect when such account first became over­due, com­pound­ed annu­al­ly, togeth­er with Oth­er Pay­ments, If Any, renew and reac­ti­vate any pri­or appli­ca­tion for mem­ber­ship to the same effect as though the appli­ca­tion had been new­ly made on the date of such pay­ment.

Sec­tion 1.03  Mem­ber­ship Fee; Ser­vice Secu­ri­ty and Facil­i­ties Exten­sion Deposits; Con­tri­bu­tion in Aid of Con­struc­tion. The mem­ber­ship fee shall be as fixed from time to time by the Board. The mem­ber­ship fee, togeth­er with Oth­er Pay­ments, If Any, shall enti­tle the Mem­ber to one ser­vice con­nec­tion. A ser­vice con­nec­tion deposit or fee, in such amount as shall be pre­scribed by the Coop­er­a­tive, togeth­er with Oth­er Pay­ments, If Any, shall be paid by the Mem­ber for each addi­tion­al ser­vice con­nec­tion request­ed by him.

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Sec­tion 1.04  Joint Mem­ber­ship.

(a) An appli­ca­tion for mem­ber­ship by a mar­ried per­son liv­ing with his or her spouse at the time of such appli­ca­tion shall be deemed an appli­ca­tion for joint mem­ber­ship by both hus­band and wife, unless oth­er­wise indi­cat­ed upon the appli­ca­tion. Sub­ject to com­pli­ance by the appli­cant with the require­ments set forth in Sec­tion 1.01 of this Arti­cle, the appli­ca­tion will be accept­ed as and for a joint mem­ber­ship. In the event that the hold­ers of a joint mem­ber­ship cease to reside togeth­er in the same house­hold, or upon the death of either, the joint mem­ber­ship will auto­mat­i­cal­ly become a sin­gle mem­ber­ship in the name of the spouse who con­tin­ues to reside in the house­hold or the sur­vivor there­of as applic­a­ble, irre­spec­tive of whether or not such point of ser­vice is at the mar­i­tal home. If nei­ther spouse con­tin­ues to live in the same house­hold, the joint mem­ber­ship, irre­spec­tive of the loca­tion of the point of ser­vice, will there­upon ter­mi­nate. Either spouse may there­after reap­ply for a sin­gle mem­ber­ship at the point of ser­vice in ques­tion. 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 pres­ence at a meet­ing of either or both shall be regard­ed as the pres­ence of one (1) Mem­ber and shall con­sti­tute a joint waiv­er of notice of the meet­ing;

• The vote of either sep­a­rate­ly or both joint­ly shall con­sti­tute one (1) joint vote;

• A waiv­er of notice signed by either or both shall con­sti­tute one (1) 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, pro­vid­ed that both meet the qual­i­fi­ca­tions for such office.

(b) Con­ver­sion of Mem­ber­ship

• 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, Bylaws and rules and reg­u­la­tions adopt­ed by the Board of Trustees. The out­stand­ing mem­ber­ship cer­tifi­cate shall be sur­ren­dered and shall be reis­sued by the Coop­er­a­tive in such man­ner as shall indi­cate the changed mem­ber­ship sta­tus.

• Upon the death of either spouse who is a par­ty to the joint mem­ber­ship, such mem­ber­ship shall be held sole­ly by the sur­vivor. (See Sec­tion 2.06.)

Sec­tion 1.05  Accep­tance into Mem­ber­ship. Upon com­ply­ing with the require­ments set forth in Sec­tion 1.02, any appli­cant shall auto­mat­i­cal­ly become a Mem­ber on the date of his con­nec­tion for elec­tric ser­vice; PROVIDED, the Coop­er­a­tive may deny an appli­ca­tion and refuse to extend ser­vice upon its deter­mi­na­tion that the appli­cant is not will­ing or is not able to sat­is­fy and abide by the Cooperative’s terms and con­di­tions of mem­ber­ship or that such appli­ca­tion should be denied for oth­er good cause; BUT PROVIDED FURTHER, any per­son whose appli­ca­tion, for six­ty (60) days or longer, has been sub­mit­ted to but not denied by the Board and who has not been con­nect­ed by the Coop­er­a­tive for elec­tric ser­vice may, by fil­ing writ­ten request there­fore with the Coop­er­a­tive at least thir­ty (30) days pri­or to the next meet­ing of the Mem­bers, have his appli­ca­tion sub­mit­ted to and approved or dis­ap­proved by the vote of the mem­bers at such meet­ing, at which the appli­cant shall be enti­tled to be present and be heard.

Sec­tion 1.06  Pur­chase of Elec­tric Pow­er and Ener­gy; Pow­er Pro­duc­tion by Mem­ber; Appli­ca­tion of Pay­ments to All Accounts. The Coop­er­a­tive shall use rea­son­able dili­gence 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 pur­chased 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 may in writ­ing waive such require­ment; and shall pay there­fore at the times, and in accor­dance with the rules, reg­u­la­tions, rate clas­si­fi­ca­tions 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 and, if in effect, in accor­dance with the pro­vi­sions of any sup­ple­men­tal con­tract that may have been entered into as pro­vid­ed for in Sec­tion 1.02. Pro­duc­tion or use of elec­tric ener­gy 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. 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 con­nec­tion from the Coop­er­a­tive, any pay­ment by him for ser­vice from 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 1.07  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 IX of these Bylaws.

Sec­tion 1.08  Wiring of Premis­es; Respon­si­bil­i­ty; There­fore, Respon­si­bil­i­ty for Meter Tam­per­ing or Bypass­ing and for Dam­age to Coop­er­a­tive Prop­er­ties; Extent of Coop­er­a­tive Respon­si­bil­i­ty; Indem­ni­fi­ca­tion. ​​ Each Mem­ber shall cause all premis­es receiv­ing elec­tric ser­vice pur­suant to his mem­ber­ship to become and to remain wired in accor­dance with the spec­i­fi­ca­tions of the Nation­al Elec­tric Code, any applic­a­ble state code or local gov­ern­ment ordi­nances, and of the Coop­er­a­tive. If the fore­go­ing spec­i­fi­ca­tions are vari­ant, the more exact­ing stan­dards shall pre­vail. Each Mem­ber shall be respon­si­ble for and shall indem­ni­fy the Coop­er­a­tive and its employ­ees, agents and inde­pen­dent con­trac­tors against death, injury, loss, or dam­age result­ing from any defect in or improp­er use or main­te­nance of such premis­es and all wiring and appa­ra­tus­es con­nect­ed there­to or used there­on. Each Mem­ber shall make avail­able to the Coop­er­a­tive a suit­able site, as deter­mined by the Coop­er­a­tive, where­on to place the Cooperative’s phys­i­cal facil­i­ties for the fur­nish­ing and meter­ing of elec­tric ser­vice and shall per­mit the Cooperative’s autho­rized employ­ees, agents and inde­pen­dent con­trac­tors to have access there­to safe­ly and with­out inter­fer­ence from any hos­tile source for meter read­ing and bill col­lect­ing and for inspec­tion, main­te­nance, replace­ment, relo­ca­tion, repair or dis­con­nec­tion of such facil­i­ties at all rea­son­able times. As part of the con­sid­er­a­tion for such ser­vice, each Mem­ber shall be the Cooperative’s bailee of such facil­i­ties and shall accord­ing­ly desist from inter­fer­ing with, impair­ing the oper­a­tion of or caus­ing dam­age to such facil­i­ties, and shall use his best efforts to pre­vent oth­ers from so doing. Each Mem­ber shall also pro­vide such pro­tec­tive devices to his premis­es, appa­ra­tus­es or meter base as the Coop­er­a­tive shall from time to time require in order to pro­tect the Cooperative’s phys­i­cal facil­i­ties and their oper­a­tion and to pre­vent any inter­fer­ence with or dam­age to such facil­i­ties. In the event such facil­i­ties are inter­fered with, impaired in their oper­a­tion or dam­aged by the mem­ber, or by any oth­er per­son when the member’s rea­son­able care and sur­veil­lance should have pre­vent­ed such, the Mem­ber shall indem­ni­fy the Coop­er­a­tive and its employ­ees, agents and inde­pen­dent con­trac­tors against death, injury, loss or dam­age result­ing there­from, includ­ing but not lim­it­ed to the Cooperative’s cost of repair­ing, replac­ing or relo­cat­ing any such facil­i­ties and its loss, if any, of rev­enues result­ing from the fail­ure or defec­tive func­tion­ing of its meter­ing equip­ment. The Coop­er­a­tive shall, how­ev­er, in accor­dance with its applic­a­ble ser­vice rules and reg­u­la­tions, indem­ni­fy the Mem­ber for any over­charges for ser­vice that may result from a mal­func­tion­ing of its meter­ing equip­ment or any error occur­ring in the Cooperative’s billing pro­ce­dures. In no event shall the respon­si­bil­i­ty of the Coop­er­a­tive for fur­nish­ing elec­tric ser­vice extend beyond the point of deliv­ery.

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Sec­tion 1.09  Mem­ber to Grant Ease­ments to Coop­er­a­tive and to Par­tic­i­pate in Required Coop­er­a­tive Load Man­age­ment Pro­grams. Each Mem­ber shall, upon being request­ed to do so by the Coop­er­a­tive, exe­cute and deliv­er to the Coop­er­a­tive grants of ease­ment or right of way over, under and on such lands owned or leased by or mort­gaged to the mem­ber, and in accor­dance with such rea­son­able terms and con­di­tions, as the Coop­er­a­tive shall require for the fur­nish­ing of elec­tric ser­vice to him or oth­er Mem­bers or for the con­struc­tion, oper­a­tion, main­te­nance, or relo­ca­tion of the Cooperative’s elec­tric facil­i­ties. Each Mem­ber shall par­tic­i­pate in any required pro­gram and com­ply with relat­ed rates and ser­vice rules and reg­u­la­tions that may be estab­lished by the Coop­er­a­tive to enhance load man­age­ment, more effi­cient­ly to uti­lize or con­serve elec­tric ener­gy or to con­duct load research.

Sec­tion 1.10 Law and Arti­cles. These Bylaws are sub­ject to the Law and the Arti­cles of Incor­po­ra­tion of the Coop­er­a­tive. If, and to the extent that, a Bylaw con­flicts with Law or the Arti­cles, then the Law or Arti­cles con­trol. “Law” includes applic­a­ble local, state, and fed­er­al con­sti­tu­tions, stat­ues, ordi­nances, reg­u­la­tions, hold­ings, rul­ings, orders, and sim­i­lar doc­u­ments or actions, whether leg­isla­tive, exec­u­tive, or judi­cial.

Arti­cle II

Mem­ber­ship Sus­pen­sion and Ter­mi­na­tion

Sec­tion 2.01  Sus­pen­sion; Rein­state­ment. Upon his fail­ure, after the expi­ra­tion of the ini­tial time lim­it pre­scribed either in a spe­cif­ic notice to him or in the Cooperative’s gen­er­al­ly pub­li­cized applic­a­ble rules and reg­u­la­tions, to pay the amounts due the Coop­er­a­tive or to cease any oth­er non­com­pli­ance with his Mem­ber­ship Oblig­a­tions, a person’s mem­ber­ship shall auto­mat­i­cal­ly be sus­pend­ed; and he shall not dur­ing such sus­pen­sion be enti­tled to receive elec­tric ser­vice from the Coop­er­a­tive or to cast a vote at any meet­ing of the Mem­bers. Pay­ment of all amounts due the Coop­er­a­tive, includ­ing any addi­tion­al charges required for such rein­state­ment, and/or ces­sa­tion of any oth­er non­com­pli­ance with his Mem­ber­ship Oblig­a­tions with­in the final time lim­it pro­vid­ed in such notice or rules and reg­u­la­tions shall auto­mat­i­cal­ly rein­state the mem­ber­ship, in which event the Mem­ber shall there­after be enti­tled to receive elec­tric ser­vice from the Coop­er­a­tive and to vote at the meet­ings of its Mem­bers.

Sec­tion 2.02  Ter­mi­na­tion by Expul­sion; Renewed Mem­ber­ship. Upon fail­ure of a sus­pend­ed Mem­ber to be auto­mat­i­cal­ly rein­stat­ed to full mem­ber­ship, as pro­vid­ed in Sec­tion 2.01, he may, with­out fur­ther notice, but only after due hear­ing before the Board if such is request­ed by him, be expelled by res­o­lu­tion of the Board at any sub­se­quent­ly held reg­u­lar or spe­cial meet­ing of the Board. Any per­son so expelled may, by deliv­er­ing writ­ten notice to that effect to the Coop­er­a­tive at least ten (10) days pri­or to the next meet­ing of the Mem­bers, of such expul­sion or dis­ap­proval there­of, in which lat­ter event such person’s mem­ber­ship shall be rein­stat­ed retroac­tive­ly to the date of his expul­sion. After any final­ly effec­tive expul­sion of a Mem­ber, he may not again become a Mem­ber except upon new appli­ca­tion there­fore as pro­vid­ed in Sec­tions 1.02 and 1.05. The Board, act­ing upon prin­ci­ples of gen­er­al appli­ca­tion in such cas­es, 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 of his Mem­ber­ship Oblig­a­tions.

Sec­tion 2.03  Ter­mi­na­tion by With­draw­al or Res­ig­na­tion. A Mem­ber may with­draw or resign in good stand­ing from mem­ber­ship upon such gen­er­al­ly applic­a­ble con­di­tions as the Board of Trustees shall pre­scribe and upon either (a) ceas­ing to (or, with the approval of the Board, resign­ing his mem­ber­ship in favor of a new appli­ca­tion who also shall) own or direct­ly occu­py or use all premis­es being fur­nished elec­tric ser­vice pur­suant to his mem­ber­ship, or (b) except when the Board specif­i­cal­ly waives such con­di­tion, aban­don­ing total­ly and per­ma­nent­ly the use of cen­tral sta­tion elec­tric ser­vice on such premis­es.

Sec­tion 2.04  Ter­mi­na­tion by Death or Ces­sa­tion of Exis­tence; Con­tin­u­a­tion of Mem­ber­ship in Remain­ing or New Part­ners. Except as pro­vid­ed in Sec­tion 2.06, the death of an indi­vid­ual nat­ur­al per­son shall auto­mat­i­cal­ly ter­mi­nate his mem­ber­ship. The ces­sa­tion of the legal exis­tence of any oth­er type of Mem­ber shall auto­mat­i­cal­ly ter­mi­nate such mem­ber­ship; PROVIDED, upon the dis­so­lu­tion for any rea­son of a part­ner­ship, or upon the death, with­draw­al or addi­tion of any indi­vid­ual part­ner, such mem­ber­ship shall con­tin­ue to be held by such remain­ing and/or new part­ner or part­ners as con­tin­ue to own or direct­ly to occu­py or use the premis­es being fur­nished elec­tric ser­vice pur­suant to such mem­ber­ship in the same man­ner and to the same effect as though such mem­ber­ship had nev­er been held by dif­fer­ent part­ners; AND PROVIDED FURTHER, nei­ther a with­draw­ing part­ner nor his estate shall be released from any debts then due the Coop­er­a­tive.

Sec­tion 2.05  Effect of Ter­mi­na­tion. Upon the ter­mi­na­tion in any man­ner of a person’s mem­ber­ship, he or his estate, as the case may be, shall be enti­tled to refund of his mem­ber­ship fee if such refund does not impair the finan­cial con­di­tion of the Coop­er­a­tive (and to his ser­vice secu­ri­ty deposit, if any, thereto­fore paid the Coop­er­a­tive), less the amounts due the Coop­er­a­tive; but nei­ther he nor his estate, as the case may be, shall be released from any debts or oth­er oblig­a­tions then remain­ing due the Coop­er­a­tive. Notwith­stand­ing the sus­pen­sion or expul­sion of a Mem­ber, as pro­vid­ed for in Sec­tions 2.01 and 2.02, such sus­pen­sion or expul­sion shall not, unless the Board shall express­ly so resolve, con­sti­tute such release of such per­son from his Mem­ber­ship Oblig­a­tions as to enti­tle him to pur­chase from any oth­er per­son any cen­tral sta­tion elec­tric pow­er and ener­gy for use at the premis­es to which such ser­vice has thereto­fore been fur­nished by the Coop­er­a­tive pur­suant to such mem­ber­ship.

Sec­tion 2.06  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, the estate of the deceased spouse 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 such mem­ber­ship had nev­er been joint; PROVIDED, the oth­er spouse shall not be released from any debts due the Coop­er­a­tive.

Sec­tion 2.07  Board Acknowl­edge­ment of Mem­ber­ship Ter­mi­na­tion; Accep­tance of Mem­bers Retroac­tive­ly. Upon the ter­mi­na­tion of a person’s mem­ber­ship for any rea­son, the Board, so soon as prac­ti­ca­ble after such ter­mi­na­tion is made known to it, shall by appro­pri­ate res­o­lu­tion for­mal­ly acknowl­edge such ter­mi­na­tion, effec­tive as of the date on which the Coop­er­a­tive ceased fur­nish­ing elec­tric ser­vice to such per­son. Upon dis­cov­ery that the Coop­er­a­tive has been fur­nish­ing elec­tric ser­vice to any per­son oth­er than a Mem­ber, it shall cease fur­nish­ing such ser­vice unless such per­son applies for, and the Coop­er­a­tive approves, mem­ber­ship retroac­tive­ly to the 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.

Arti­cle III

Meet­ings of Mem­bers

Sec­tion 3.01  Annu­al Meet­ings. For the pur­pos­es of elect­ing Trustees, hear­ing and pass­ing upon reports cov­er­ing the pre­vi­ous fis­cal year, and trans­act­ing such oth­er busi­ness as may prop­er­ly come before the meet­ing, the Annu­al Meet­ing of the Mem­bers shall be held in May of each year at such place in one of the coun­ties in which the Coop­er­a­tive oper­ates, and begin­ning at such hour, as the Board shall from year to year fix; PROVIDED, for cause suf­fi­cient to it, the Board may fix a dif­fer­ent date for such Annu­al Meet­ing. It shall be the respon­si­bil­i­ty of the Board to make ade­quate plans and prepa­ra­tions for and to encour­age Mem­ber atten­dance at the Annu­al Meet­ing and any spe­cial meet­ing. Fail­ure to hold the Annu­al Meet­ing at the des­ig­nat­ed time and place shall not work a for­fei­ture or dis­so­lu­tion of the Coop­er­a­tive.

Sec­tion 3.02  Spe­cial Meet­ings. A spe­cial meet­ing of the Mem­bers may be called by res­o­lu­tion of the Board, by any three (3) Trustees, by the Pres­i­dent or by peti­tion signed by not less than twen­ty per­cent (20%) of the then-total Mem­bers of the Coop­er­a­tive, except in the case of a spe­cial meet­ing to con­sid­er a dis­so­lu­tion, sale, lease, lease-sale, exchange, trans­fer or oth­er dis­po­si­tion of all or sub­stan­tial­ly all of the Cooperative’s assets, in which event such spe­cial meet­ing shall be by a peti­tion of no less than fifty-one per­cent (51%) of the then-total Mem­bers of the Coop­er­a­tive, and it shall there­upon be the duty of the Sec­re­tary to cause notice of such meet­ing to be giv­en as here­inafter pro­vid­ed in Sec­tion 3.03. Such a meet­ing shall be held at such place in one of the coun­ties in which the Coop­er­a­tive oper­ates, on such date, not soon­er than thir­ty-five (35) days after the call for such meet­ing is made or a peti­tion there­fore is filed, and begin­ning at such an hour as shall be des­ig­nat­ed by him or those call­ing or peti­tion­ing for the same.

Sec­tion 3.03  Notice of Mem­ber Meet­ings. Writ­ten or print­ed notice of the place, day and hour of the meet­ing and, in the case of a spe­cial meet­ing or of an Annu­al Meet­ing at which ​​ spe­cial busi­ness is to be trans­act­ed, the pur­pose or pur­pos­es for which the meet­ing is called, shall be deliv­ered to each mem­ber not less than ten (10) days, or thir­ty (30) days if the meet­ing includes an elec­tion, nor more than forty-five (45) days before the date of the meet­ing, either per­son­al­ly or by mail, by or at the direc­tion of the Sec­re­tary, or upon a default in duty by the Sec­re­tary by the per­sons call­ing the meet­ing. No mat­ter, the car­ry­ing of which, as pro­vid­ed by law or these Bylaws, requires the affir­ma­tive votes of at least a major­i­ty of all the Cooperative’s Mem­bers shall be act­ed upon at any meet­ing of the Mem­bers unless notice of such mat­ter shall have been con­tained in the notice of the meet­ing. ​​ 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 Mem­bers 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 3.04  Quo­rum. Busi­ness may not be trans­act­ed at any meet­ing of the Mem­bers unless there are present at least five per­cent (5%) of the then-total Mem­bers of the Coop­er­a­tive, except that, if less than a quo­rum is present at any meet­ing, a major­i­ty of those present may adjourn the meet­ing to anoth­er time and date not soon­er than thir­ty (30) days lat­er and to any place in one of the coun­ties in which the Coop­er­a­tive oper­ates; PROVIDED, the Sec­re­tary shall noti­fy all Mem­bers of the time, date and place of such adjourned meet­ing by deliv­er­ing notice there­of as pro­vid­ed in Sec­tion 3.03. A vote cast by a Mem­ber at an ear­ly vot­ing site, as pro­vid­ed in Sec­tion 4.03, counts for pur­pos­es of deter­min­ing the pres­ence of a quo­rum at the meet­ing where the elec­tion is to be held. At all meet­ings of the Mem­bers, whether a quo­rum be present or not, the Sec­re­tary shall annex to the meet­ing min­utes, or incor­po­rate there­in by ref­er­ence, a list of those Mem­bers who were reg­is­tered as present in per­son or present by virtue of ear­ly vot­ing as pro­vid­ed in Sec­tion 4.03.

Sec­tion 3.05  Vot­ing. Each Mem­ber who is not in a sta­tus of sus­pen­sion, as pro­vid­ed for in Sec­tion 2.01, shall be enti­tled to only one (1) vote upon each mat­ter sub­mit­ted to a vote at any meet­ing of the Mem­bers. Vot­ing by Mem­bers oth­er than Mem­bers who are nat­ur­al per­sons shall be allowed upon the pre­sen­ta­tion to the Coop­er­a­tive, pri­or to or upon reg­is­tra­tion at each Mem­ber meet­ing, of sat­is­fac­to­ry evi­dence enti­tling the per­son pre­sent­ing the same to vote. At all meet­ings of the Mem­bers, all ques­tions shall be decid­ed by a major­i­ty of the Mem­bers vot­ing there­on, except as oth­er­wise pro­vid­ed by Law or by the Cooperative’s Arti­cles of Incor­po­ra­tion or these Bylaws. Mem­bers may not cumu­late their votes or vote by proxy or by mail. For meet­ings that include the elec­tion of Trustees, polling loca­tions must be open for a min­i­mum of four (4) hours.

Sec­tion 3.06  Cre­den­tials and Elec­tion Com­mit­tee. The Board shall, not less than six­ty (60) days nor more than one hun­dred twen­ty (120) days before any meet­ing of Mem­bers appoint a Cre­den­tials and Elec­tion Com­mit­tee. Trustees who are can­di­dates for elec­tion at said meet­ing should have no direct or indi­rect influ­ence on the Com­mit­tee or its work. Said Trustees shall recuse them­selves from par­tic­i­pa­tion in appoint­ing the Com­mit­tee, and Coop­er­a­tive Mem­bers on the Com­mit­tee from their Trustee Dis­tricts shall be select­ed with­out their input or par­tic­i­pa­tion. The Com­mit­tee shall con­sist of an uneven num­ber of not less than five (5) nor more than fif­teen (15) Coop­er­a­tive Mem­bers who are not exist­ing Coop­er­a­tive employ­ees, agents, offi­cers, Trustees or known can­di­dates for Trustee, and who are not Close Rel­a­tives or Fam­i­ly Mem­bers of the same house­hold there­of. In appoint­ing the Com­mit­tee, the Board shall have regard for the equi­table rep­re­sen­ta­tion of the sev­er­al areas served by the Coop­er­a­tive. The Com­mit­tee shall elect its own chair­man and sec­re­tary pri­or to the Mem­ber meet­ing. It shall be the respon­si­bil­i­ty of the Com­mit­tee to estab­lish or approve the man­ner of con­duct­ing Mem­ber reg­is­tra­tion and any bal­lot or oth­er vot­ing, (which may include the use of vot­ing machines and elec­tron­ic vot­ing), to pass upon all ques­tions that may arise with respect to the reg­is­tra­tion of Mem­bers, to count all bal­lots or oth­er votes cast in any elec­tion or in any oth­er mat­ter, to rule upon the effect of any bal­lots or oth­er vote irreg­u­lar­ly or inde­ci­sive­ly marked or cast, to rule upon all oth­er ques­tions that may arise relat­ing to Mem­ber vot­ing and the elec­tion of Trustees (includ­ing but not lim­it­ed to the valid­i­ty of peti­tions of nom­i­na­tion or the qual­i­fi­ca­tions of can­di­dates and the reg­u­lar­i­ty of the nom­i­na­tion and elec­tion of Trustees), and to pass upon any protest or objec­tion filed with respect to any elec­tion or to con­duct affect­ing the results of any elec­tion. In the exer­cise of its respon­si­bil­i­ty, the Com­mit­tee shall have avail­able to it the advice of coun­sel pro­vid­ed by the Coop­er­a­tive. In the event a protest or objec­tion is filed con­cern­ing any elec­tion, such protest or objec­tion must be filed dur­ing, or with­in three (3) busi­ness days fol­low­ing the adjourn­ment of, the meet­ing in which the vot­ing is con­duct­ed. The Com­mit­tee shall there­upon be recon­vened, upon notice from its chair­man, not less than sev­en (7) days after such protest or objec­tion is filed. The Com­mit­tee shall hear such evi­dence as is pre­sent­ed by the protestor(s) or objector(s), who may be heard in per­son, by coun­sel, or both, and any oppos­ing evi­dence; and the Com­mit­tee, by a vote of a major­i­ty of those present and vot­ing, shall, with­in a rea­son­able time but not lat­er than thir­ty (30) days after such hear­ing, ren­der its deci­sion, the result of which may be to affirm the elec­tion, to change the out­come there­of, or to set it aside. The Com­mit­tee may not affir­ma­tive­ly act on any mat­ter unless a major­i­ty of the Com­mit­tee is present. The Committee’s deci­sion (as reflect­ed by a major­i­ty of those actu­al­ly present and vot­ing) on all mat­ters cov­ered by this Sec­tion shall be final.

Sec­tion 3.07  Order of Busi­ness. The order of busi­ness at the Annu­al Meet­ing of the Mem­bers and, inso­far as prac­ti­ca­ble or desir­able, at all oth­er meet­ings of the Mem­bers shall be essen­tial­ly as fol­lows:

• Report on the num­ber of Mem­bers present in per­son in order to deter­mine the exis­tence of a quo­rum;

• Read­ing of the notice of the meet­ing and proof of the due giv­ing there­of, or of the waiv­er or waivers of notice of the meet­ing, as the case may be;

• Read­ing of unap­proved min­utes of pre­vi­ous meet­ings of the Mem­bers and the tak­ing of nec­es­sary action there­on;

• Pre­sen­ta­tion and con­sid­er­a­tion of reports of offi­cers, Trustees and com­mit­tees;

• Elec­tion of Trustees;

• Unfin­ished busi­ness;

• New busi­ness; and

• Adjourn­ment.

Notwith­stand­ing the fore­go­ing, the Board, or the Mem­bers them­selves may from time-to-time estab­lish a dif­fer­ent order of busi­ness for the pur­pose of assur­ing the ear­li­er con­sid­er­a­tion of and action upon any item of busi­ness the trans­ac­tion of which is nec­es­sary or desir­able in advance of any oth­er item of busi­ness; PROVIDED, no busi­ness oth­er than adjourn­ment of the meet­ing to anoth­er time and place may be trans­act­ed until and unless the exis­tence of a quo­rum is first estab­lished.

Arti­cle IV

Trustees

Sec­tion 4.01  Num­ber and Gen­er­al Pow­ers. The busi­ness and affairs of the Coop­er­a­tive shall be man­aged by a Board of nine (9) Trustees. The Board shall exer­cise all of the pow­ers of the Coop­er­a­tive except such as are by Law or by the Cooperative’s Arti­cles of Incor­po­ra­tion or Bylaws con­ferred upon or reserved to the Mem­bers.

Sec­tion 4.02 ​​ Qual­i­fi­ca­tions. No per­son shall be eli­gi­ble to become or remain a Trustee of the Coop­er­a­tive who is a Close Rel­a­tive of an incum­bent Trustee or an employ­ee of the Coop­er­a­tive, or is or has been employed by the Coop­er­a­tive as a reg­u­lar employ­ee with­in the last nine (9) years of the cur­rent elec­tion, or is not a Mem­ber in good stand­ing of the Coop­er­a­tive, and has been receiv­ing elec­tric ser­vice from Coop­er­a­tive at his Pri­ma­ry Res­i­dence for a min­i­mum peri­od of three (3) years, and has been in com­pli­ance with the Cooperative’s poli­cies as well as hav­ing had no delin­quen­cies in the pre­vi­ous twelve (12) months of ser­vice pre­ced­ing cur­rent elec­tion. No per­son shall be eli­gi­ble to become or remain a Trustee of, or to hold any oth­er posi­tion of trust in the Coop­er­a­tive, who does not have the legal capac­i­ty to enter into a bind­ing con­tract or who is in any way employed by or sub­stan­tial­ly finan­cial­ly inter­est­ed in a com­pet­ing enter­prise, or a busi­ness sell­ing elec­tric ener­gy or sup­plies to the Coop­er­a­tive, or a busi­ness sub­stan­tial­ly engaged in sell­ing elec­tri­cal or plumb­ing appli­ances, fix­tures, sup­plies or wiring pri­mar­i­ly to the Mem­bers of the Coop­er­a­tive. A Trustee may not have a direct busi­ness rela­tion­ship with the Coop­er­a­tive that is dis­tinct from or in addi­tion to the Trustee’s manda­to­ry Coop­er­a­tive mem­ber­ship. Notwith­stand­ing any of the fore­go­ing pro­vi­sions of this Sec­tion treat­ing with Close Rel­a­tive rela­tion­ships no incum­bent Trustee shall lose eli­gi­bil­i­ty to remain a Trustee or to be re-elect­ed as a Trustee if he becomes a Close Rel­a­tive of anoth­er incum­bent Trustee or of a Coop­er­a­tive employ­ee because of a mar­riage or adop­tion to which he was not a par­ty. Upon estab­lish­ment of the fact that a nom­i­nee for Trustee lacks eli­gi­bil­i­ty under this Sec­tion or as may be pro­vid­ed else­where in these Bylaws, it shall be the duty of the chair­man pre­sid­ing at the meet­ing at which such nom­i­nee would oth­er­wise be vot­ed upon to dis­qual­i­fy such nom­i­nee. Upon the estab­lish­ment of the fact that any per­son being con­sid­ered for, or already hold­ing, a Trustee­ship or oth­er posi­tion of trust in the Coop­er­a­tive lacks eli­gi­bil­i­ty under this Sec­tion, it shall be the duty of the Board to with­hold such posi­tion from such per­son, or to cause him to be removed there­from, as the case may be. Noth­ing con­tained in this Sec­tion shall, or shall be con­strued to, affect in any man­ner what­so­ev­er the valid­i­ty of any action tak­en at any meet­ing of the Board, unless such action is tak­en, with respect to a mat­ter which is affect­ed by the pro­vi­sions of this Sec­tion and is one in which one or more of the Trustees have an inter­est adverse to that of the Coop­er­a­tive. Can­di­dates for the Board of Trustees must swear by signed affi­davit that the address indi­cat­ed on their driver’s license or state-issued iden­ti­fi­ca­tion card is their Prin­ci­pal Res­i­dence. For pur­pos­es of this Sec­tion, the terms “Pri­ma­ry Res­i­dence” and “Prin­ci­pal Res­i­dence” shall be deter­mined accord­ing to South Car­oli­na vot­er reg­is­tra­tion law.

Sec­tion 4.03  Elec­tion. At each Annu­al Meet­ing of the Mem­bers, Trustees shall be elect­ed by secret bal­lot by the Mem­bers, which may include the use of vot­ing machines and elec­tron­ic vot­ing, and, except as PROVIDED, when the num­ber of nom­i­nees does not exceed the num­ber of Trustees to be elect­ed from a par­tic­u­lar Trustee Dis­trict, and if there be no objec­tion, secret bal­lot­ing or vot­ing by vot­ing machine or elec­tron­ic vot­ing may be dis­pensed with in respect of that par­tic­u­lar elec­tion and vot­ing may be con­duct­ed in any oth­er prop­er man­ner. When at least one (1) of the races for Coop­er­a­tive Trustee is con­test­ed pri­or to the Annu­al Meet­ing, the Coop­er­a­tive will pro­vide a method by which the Mem­bers may cast a bal­lot in an elec­tion for Trustees on a day oth­er than, and before, the Annu­al Meet­ing day. The method for this alter­na­tive ear­ly vot­ing will allow for vot­ing by Coop­er­a­tive Mem­bers from the hours of 7:00 a.m. to 7:00 p.m. and will include rea­son­able accom­mo­da­tions for elder­ly, dis­abled, or infirmed Mem­bers. Trustees shall be elect­ed by a plu­ral­i­ty of the votes cast unless the Mem­bers in advance of any bal­lot­ing resolve that a major­i­ty of the votes cast shall be required to elect, and this Bylaw pro­vi­sion shall be drawn to the atten­tion of the Mem­bers and explained to them pri­or to any bal­lot­ing. Draw­ing by lot shall resolve, where nec­es­sary, any tie votes.

Sec­tion 4.04  Tenure. Trustees shall be so nom­i­nat­ed and elect­ed that one (1) Trustee from or with respect to Trustee Dis­trict No. 1 shall be elect­ed for a three (3)-year term at an Annu­al Mem­ber Meet­ing; one (1) Trustee from or with respect to Trustee Dis­trict No. 2 shall be elect­ed for a three (3)-year term at the next suc­ceed­ing Annu­al Mem­ber Meet­ing; and one (1) Trustee from or with respect to Trustee Dis­tricts No. 3 shall be elect­ed for a three (3)-year term at the next suc­ceed­ing Annu­al Meet­ing, and so forth. Pro­vid­ed how­ev­er, that in order to tran­si­tion from hav­ing nine (9) Trustee Dis­tricts to three (3) Trustee Dis­tricts each hav­ing three (3) at large Trustees, the stag­ger­ing of the terms of the Trustees has been reset such that begin­ning in 2022, there shall be one (1) Trustee from each of the three (3) Trustee Dis­tricts up for elec­tion at each Annu­al Meet­ing. In 2022, the Trustees from the for­mer Trustee Dis­trict Nos. 6, 7, and 9 shall be up for elec­tion. In 2023, the Trustees from the for­mer Trustee Dis­trict Nos. 1, 2, and 4 shall be up for elec­tion. In 2024, the Trustees from the for­mer Trustee Dis­trict Nos. 3, 5, and 8 shall be up for elec­tion. This three (3) year rota­tion shall con­tin­ue there­after each year. Upon their elec­tion, Trustees shall, sub­ject to the pro­vi­sions of these Bylaws with respect to the removal of Trustees, serve until the Annu­al Meet­ing of the Mem­bers of the year in which their terms expire or until their suc­ces­sors shall have been elect­ed and shall have qual­i­fied. If for any rea­son an elec­tion of Trustees shall not be held at an Annu­al Meet­ing of the Mem­bers duly fixed and called pur­suant to these Bylaws, such elec­tion may be held at an adjourn­ment of such meet­ing or at a sub­se­quent­ly held spe­cial or the next Annu­al Meet­ing of the Mem­bers. Fail­ure of an elec­tion for a giv­en year shall allow the incum­bents whose Trustee­ships would have been vot­ed on to hold over only until the next Mem­ber meet­ing at which a quo­rum is present and until their suc­ces­sors shall have been elect­ed and shall have qual­i­fied.

Sec­tion 4.05  Trustee Dis­tricts. Based upon geo­graph­ic, pop­u­la­tion, mem­ber­ship, or oth­er equi­table con­sid­er­a­tion deter­mined by the Board, the Board shall divide the gen­er­al area in which the Coop­er­a­tive pro­vides ser­vices into three (3) Trustee Dis­tricts that fair­ly rep­re­sent the Mem­bers. Each Trustee Dis­trict shall be rep­re­sent­ed by three (3) at-large Trustees whose Prin­ci­pal Res­i­dences are locat­ed in that Trustee Dis­trict. A descrip­tion of the cur­rent Trustee Dis­tricts pre­pared by the Cooperative’s Engi­neer­ing Depart­ment shall remain on file and avail­able for inspec­tion at the Cooperative’s head­quar­ters in York, South Car­oli­na. If a Mem­ber uses a Coop­er­a­tive ser­vice at loca­tions in more than one (1) Trustee Dis­trict, then (1) if the Mem­ber is an indi­vid­ual whose Prin­ci­pal Res­i­dence is locat­ed in the Coop­er­a­tive ser­vice area, then the Mem­ber uses a Coop­er­a­tive ser­vice at a loca­tion in the Trustee Dis­trict in which the Member’s Prin­ci­pal Res­i­dence is locat­ed; and (2) if the Mem­ber is an indi­vid­ual whose Prin­ci­pal Res­i­dence is not with­in the Coop­er­a­tive ser­vice area, or if the Mem­ber is an enti­ty, then the Mem­ber uses a Coop­er­a­tive ser­vice at a loca­tion in the Trustee Dis­trict in which the Mem­ber first used, and con­tin­ues to use, a Coop­er­a­tive ser­vice.

At least once every nine (9) years, not less than nine­ty (90) days pri­or to the first date on which the annu­al Mem­ber meet­ing may be held, the Board shall review the com­po­si­tion of the Dis­tricts and Trustee­ships. If it shall be found that there is a dis­par­i­ty in Mem­ber rep­re­sen­ta­tion which is greater than twen­ty per­cent (20%) as between the Dis­tricts, the Board shall recon­sti­tute the geo­graph­ic loca­tion of Trustee Dis­tricts, or the num­ber of Trustees per Trustee Dis­trict, to cor­rect the sub­stan­tial dis­par­i­ty in Mem­ber rep­re­sen­ta­tion. The Board shall cause all such revi­sions to be noticed in writ­ing to the Mem­bers with­in thir­ty (30) days fol­low­ing a Trustee Dis­trict revi­sion. A Trustee Dis­trict revi­sion may not: (1) increase an exist­ing Trustee’s term or (2) unless the affect­ed Trustee con­sents in writ­ing, short­en an exist­ing Trustee’s term.

Sec­tion 4.06  Nom­i­na­tions. ​​ Not less than nine­ty (90) days pri­or to the meet­ing, nom­i­na­tions may be made by twen­ty-five (25) or more Mem­bers of the Coop­er­a­tive in writ­ing over their sig­na­tures on an explic­it peti­tion doc­u­ment list­ing their nominee(s) in like man­ner. This doc­u­ment must be obtained from the Coop­er­a­tive no more than one hun­dred twen­ty (120) days pri­or to the Annu­al Meet­ing and must be spe­cif­ic to each Trustee Dis­trict. In addi­tion to the required peti­tion, can­di­dates must attend a Board-devel­oped edu­ca­tion­al pro­gram on Coop­er­a­tive his­to­ry, oper­a­tions and gov­er­nance not less than six­ty (60) days pri­or to the next Annu­al Meet­ing, or have a min­i­mum of three (3) years of ser­vice as an elec­tric coop­er­a­tive Trustee. The edu­ca­tion­al require­ment will be offered at the Coop­er­a­tive on two (2) spec­i­fied dates pri­or to the Annu­al Meet­ing. In addi­tion to the oth­er qual­i­fi­ca­tions and require­ments set forth here­in, no per­son shall be eli­gi­ble to be nom­i­nat­ed as a Trustee can­di­date if they were an unsuc­cess­ful Trustee nom­i­nee for any Trustee Dis­trict in any of the last three (3) years. In oth­er words, a per­son may only be nom­i­nat­ed as a Trustee can­di­date once every three (3) years.

The Sec­re­tary shall mail to the Mem­bers with the notice of the meet­ing, or sep­a­rate­ly, but at least thir­ty (30) days, but not more than forty-five (45) days pri­or to the date of the meet­ing, a com­plete state­ment of the names and address­es of all nom­i­nees for each Trustee Dis­trict from or with respect to which one (1) or more Trustees must be elect­ed, show­ing clear­ly those who have com­plet­ed the edu­ca­tion­al require­ment and those who have com­plet­ed a min­i­mum of three (3) years of ser­vice as an elec­tric coop­er­a­tive Trustee. The Sec­re­tary shall post in like man­ner such nom­i­na­tions at the Coop­er­a­tive offices at least forty-five (45) days pri­or to the next Annu­al Meet­ing.

Sec­tion 4.07  Vot­ing for Trustees; Valid­i­ty of Board Action. ​​ In the elec­tion of Trustees, each Mem­ber shall be enti­tled to cast the num­ber of votes (but not cumu­la­tive­ly) which cor­re­sponds to the total num­ber of Trustees to be elect­ed, but no Mem­ber may vote for more nom­i­nees than the num­ber of Trustees that are to be elect­ed from or with respect to any par­tic­u­lar Trustee Dis­trict. Bal­lots marked in vio­la­tion of the fore­go­ing restric­tion with respect to one (1) or more Trustee Dis­tricts shall be invalid and shall not be count­ed with respect to such Trustee District(s). Notwith­stand­ing the pro­vi­sions con­tained in this Sec­tion, fail­ure to com­ply with any of such pro­vi­sions shall not affect in any man­ner what­so­ev­er the valid­i­ty of any action tak­en by the Board after the elec­tion of Trustees.

Sec­tion 4.08  Removal of Trustees by Mem­bers. Trustees may be removed from office in a man­ner con­sis­tent with state law. A tem­po­rary sus­pen­sion of a Trustee(s) for cause may occur upon the affir­ma­tive vote of at least two-thirds (2/3rds) of the Mem­bers of the Board of Trustees until the next annu­al or spe­cial meet­ing. At that meet­ing, the mem­ber­ship may remove the sus­pend­ed Trustee for cause from the Board by an affir­ma­tive vote of a major­i­ty of the Mem­bers present and vot­ing. In the event the mem­ber­ship refus­es to vote to remove the Trustee(s), he or she must be re-instat­ed imme­di­ate­ly with all the pow­er of his office. “Cause” for removal of a Trustee under this Bylaw means fraud­u­lent or dis­hon­est acts, or gross abuse of author­i­ty in the dis­charge of duties to the Coop­er­a­tive and must be estab­lished after writ­ten notice of spe­cif­ic charges and oppor­tu­ni­ty to meet and refute charges. A suc­ces­sor may be elect­ed as pro­vid­ed by these Bylaws. Any for­mer Trustee removed from office shall be inel­i­gi­ble to become a Trustee of the Coop­er­a­tive.

Sec­tion 4.09  Vacan­cies. ​​ Sub­ject to the pro­vi­sions of these Bylaws with respect to the fill­ing of vacan­cies caused by the removal of Trustees by the Mem­bers, a vacan­cy occur­ring on the Board must be filled by the mem­ber­ship at the next Annu­al Meet­ing for the remain­der of the unex­pired term. ​​ How­ev­er, if the vacan­cy occurs more than six (6) months from the next Annu­al Meet­ing, a Nom­i­na­tions Com­mit­tee may be appoint­ed by the Board of Trustees to choose an Inter­im Trustee to serve until the next Annu­al Meet­ing. ​​ At the next Annu­al Meet­ing, the Inter­im Trustee may run for the remain­der of the unex­pired term. ​​ In exer­cis­ing its author­i­ty pur­suant to this pro­vi­sion, the Nom­i­na­tions Com­mit­tee may not appoint a Fam­i­ly Mem­ber or Close Rel­a­tive of the Trustee whose depar­ture cre­at­ed the vacan­cy. ​​ Addi­tion­al­ly, the Nom­i­na­tions Com­mit­tee may not appoint an indi­vid­ual asso­ci­at­ed with the Trustee whose depar­ture cre­at­ed the vacan­cy. For pur­pos­es of this Sec­tion, “asso­ci­at­ed” includes an indi­vid­ual with whom the per­son or a mem­ber of their imme­di­ate fam­i­ly mutu­al­ly has an inter­est in any busi­ness of which the per­son or a mem­ber of their imme­di­ate fam­i­ly is a direc­tor, offi­cer, own­er, employ­ee, com­pen­sat­ed agent, or hold­er of stock worth one hun­dred thou­sand dol­lars ($100,000) or more at fair mar­ket val­ue and which con­sti­tutes five per­cent (5%) or more of the total out­stand­ing stock of any class. ​​ Any Inter­im Trustee or suc­ces­sor Trustee must be from the same trustee Dis­trict as the Trustee whose office was vacat­ed.

Sec­tion 4.10  Com­pen­sa­tion; Expens­es. Trustees shall, as deter­mined by res­o­lu­tion of the Board, receive, on a per diem basis, a fixed fee, which may include insur­ance ben­e­fits, for attend­ing meet­ings of the Board and, when such has had the pri­or approval of the Board, for the per­for­mance of oth­er Coop­er­a­tive busi­ness. Trustees shall also receive advance­ment or reim­burse­ment of any trav­el and out-of-pock­et expens­es actu­al­ly, nec­es­sar­i­ly and rea­son­ably incurred in per­form­ing their duties. No Close Rel­a­tive of a Trustee shall be employed by the Coop­er­a­tive and no Trustee shall receive com­pen­sa­tion for serv­ing the Coop­er­a­tive in any oth­er capac­i­ty; PROVIDED, an employ­ee shall not lose eli­gi­bil­i­ty to con­tin­ue in the employ­ment of the Coop­er­a­tive if he becomes a Close Rel­a­tive of a Trustee because of a mar­riage or adop­tion to which he was not a par­ty.

Sec­tion 4.11  Com­mit­tees. The Board may des­ig­nate from among its mem­bers an exec­u­tive com­mit­tee and oth­er com­mit­tees, and del­e­gate to such com­mit­tee or com­mit­tees so much of the author­i­ty of the Board as it deems advis­able and is per­mit­ted by Law.

Sec­tion 4.12  Rules, Reg­u­la­tions, Rate Sched­ules, and Con­tracts. ​​ The Board shall have pow­er to make, adopt, amend, abol­ish and pro­mul­gate such rules, reg­u­la­tions, rate clas­si­fi­ca­tions, rate sched­ules, con­tracts, secu­ri­ty deposits and any oth­er types of deposits, pay­ments or charges, includ­ing con­tri­bu­tions in aid of con­struc­tion, not incon­sis­tent with Law or the Cooperative’s Arti­cles of Incor­po­ra­tion or Bylaws, as it may deem advis­able for the man­age­ment, admin­is­tra­tion and reg­u­la­tion of the busi­ness and affairs of the Coop­er­a­tive.

Sec­tion 4.13  Account­ing Sys­tem and Reports. The Board shall cause to be estab­lished and main­tained a com­plete account­ing sys­tem of the Cooperative’s finan­cial oper­a­tions and con­di­tion, and shall, after the close of each fis­cal year, cause to be made a full, com­plete, and inde­pen­dent audit of the Cooperative’s accounts, books and records reflect­ing finan­cial oper­a­tions dur­ing, and finan­cial con­di­tion as of the end of, such year. A full and accu­rate sum­ma­ry of such audit reports shall be sub­mit­ted to the Mem­bers at or pri­or to the suc­ceed­ing Annu­al Meet­ing of the Mem­bers. The Board may autho­rize spe­cial audits, com­plete or par­tial, at any time and for any spec­i­fied peri­od of time.

Sec­tion 4.14  Sub­scrip­tion to South Car­oli­na Liv­ing Mag­a­zine. For the pur­pose of dis­sem­i­nat­ing infor­ma­tion devot­ed to the eco­nom­i­cal, effec­tive and con­ser­v­a­tive use of elec­tric ener­gy, the Board shall be empow­ered, on behalf of and for cir­cu­la­tion to the Mem­bers peri­od­i­cal­ly, to sub­scribe to South Car­oli­na Liv­ing Mag­a­zine, or any suc­ces­sor pub­li­ca­tion and, if the Board so elects, a Coop­er­a­tive Newslet­ter insert there­in cov­er­ing local activ­i­ties and oper­a­tions of the Coop­er­a­tive. The annu­al sub­scrip­tion price for such pub­li­ca­tion shall be deduct­ed from any funds accru­ing in favor of such Mem­bers, so as to reduce such funds in the same man­ner as would any oth­er expense of the Coop­er­a­tive.

Sec­tion 4.15  “Close Rel­a­tive” and “Fam­i­ly Mem­ber” Defined. As used in these Bylaws, “Close Rel­a­tive” or “Fam­i­ly Mem­ber” includes a spouse, par­ent, broth­er, sis­ter, child, moth­er-in-law, father-in-law, son-in-law, daugh­ter-in-law, broth­er-in-law, sis­ter-in-law, grand­par­ent, grand­child, half, fos­ter, step, adop­tive kin, niece, or nephew and “a mem­ber of the individual’s imme­di­ate fam­i­ly.

Arti­cle V

Meet­ings of Trustees

Sec­tion 5.01  Reg­u­lar Meet­ings. ​​ A reg­u­lar meet­ing of the Board shall be held, with­out notice, imme­di­ate­ly after the adjourn­ment of the Annu­al Meet­ing of the Mem­bers, or as soon there­after as con­ve­nient­ly may be, at such site as des­ig­nat­ed by the Board in advance of the annu­al Mem­ber meet­ing. The Board shall hold a reg­u­lar meet­ing a min­i­mum of ten (10) months through­out the cal­en­dar year at such, date, time, and place as pro­vid­ed by res­o­lu­tion. Except when busi­ness to be trans­act­ed there­at shall require spe­cial notice, such reg­u­lar meet­ing may be held with­out notice oth­er than such res­o­lu­tion fix­ing the date, time, and place there­of.

Sec­tion 5.02  Spe­cial Meet­ings. ​​ A spe­cial meet­ing of the Board may be called by the Board, by the Pres­i­dent or by any three (3) Trustees, and it shall there­upon be the duty of the Sec­re­tary to cause notice of such meet­ing to be giv­en as here­inafter pro­vid­ed in Sec­tion 5.03. The Board, the Pres­i­dent or the Trustees call­ing the meet­ing shall fix the date, time, and place for the meet­ing. Spe­cial meet­ings, upon prop­er notice as oth­er­wise pro­vid­ed in Sec­tion 5.03, may also be held via tele­phone con­fer­ence call, with­out regard to the actu­al loca­tion of the Trustees at the time of such a tele­phone con­fer­ence meet­ing, if all the Trustees con­sent there­to. Dur­ing spe­cial meet­ings, the Board may not act regard­ing rates, fees, charges, Board com­po­si­tion, or Board com­pen­sa­tion.

Sec­tion 5.03  Notice of Trustees’ Meet­ings. ​​ Writ­ten notice of the date, time, place, and pur­pose of any reg­u­lar meet­ing of the Board of Trustees shall be post­ed on the Cooperative’s web­site and at the Cooperative’s prin­ci­pal place of busi­ness at least ten (10) days in advance of the reg­u­lar meet­ing. Writ­ten notice of the time, place, and pur­pose of any spe­cial meet­ing of the Board of Trustees shall be post­ed on the Cooperative’s web­site and at the Cooperative’s prin­ci­pal place of busi­ness at least twen­ty-four (24) hours in advance of the spe­cial meet­ing. Such spe­cial meet­ing notice shall be deliv­ered not less than two (2) days pre­vi­ous there­to, by writ­ten, oral, or elec­tron­ic means, by or at the direc­tion of the Sec­re­tary, or upon a default in duty by the Sec­re­tary, by the Pres­i­dent or the Trustees call­ing the meet­ing, to each Trustee.

Sec­tion 5.04  Quo­rum. The pres­ence of a major­i­ty of the Trustees in office shall be required for the trans­ac­tion of busi­ness and the affir­ma­tive votes of a major­i­ty of the Trustees present and vot­ing shall be required for any action to be tak­en; PROVIDED, a Trustee who by Law or these Bylaws is dis­qual­i­fied from vot­ing on a par­tic­u­lar mat­ter shall not, with respect to con­sid­er­a­tion of and action upon that mat­ter, be count­ed in deter­min­ing the num­ber of Trustees in office or present; AND PROVIDED FURTHER, if less than a quo­rum be present at a meet­ing, a major­i­ty of the Trustees present may adjourn the meet­ing from time to time, but shall cause all Trustees to be duly and time­ly noti­fied of the date, time and place of such adjourned meet­ing. Except as oth­er­wise pro­vid­ed by Law, pro­vid­ed that when the Board con­sid­ers a dis­so­lu­tion, sale, lease, lease-sale, exchange, trans­fer, or oth­er dis­po­si­tion of all or sub­stan­tial­ly all of the Cooperative’s assets approval must be two-thirds (2/3rds) of the mem­bers of the Board of Trustees.

Arti­cle VI

Offi­cers; Mis­cel­la­neous

Sec­tion 6.01  Num­ber and Title. ​​ The offices of the Coop­er­a­tive shall be a Pres­i­dent, also known as Chair­man, Vice Pres­i­dent, also known as Vice Chair­man, Sec­re­tary, Trea­sur­er, and such oth­er offi­cers as the Board of Trustees may from time to time deter­mine. The offices of Sec­re­tary and Trea­sur­er may be held by the same per­son.

Sec­tion 6.02  Elec­tion and Term of Office. ​​ The four (4) offi­cers named in Sec­tion 6.01 shall be elect­ed by secret writ­ten bal­lot, annu­al­ly and with­out pri­or nom­i­na­tion, by and from the Board at the first meet­ing of the Board held after the Annu­al Meet­ing of the Mem­bers. If the elec­tion of such offi­cers shall not be held at such meet­ing, it shall be held as soon there­after as con­ve­nient­ly may be. Each such offi­cer shall hold office until the meet­ing of the Board first held after the next suc­ceed­ing Annu­al Meet­ing of the Mem­bers or until his suc­ces­sor shall have been duly elect­ed and shall have qual­i­fied, sub­ject to the pro­vi­sions of the Bylaws with respect to the removal of Trustees and to the removal of offi­cers by the Board. Any oth­er offi­cers may be elect­ed by the Board from among such per­sons, and with such title, tenure, respon­si­bil­i­ties, and author­i­ties, as the Board may from time to time deem advis­able.

Sec­tion 6.03  Removal. ​​ Any offi­cer, agent or employ­ee elect­ed or appoint­ed by the Board may be removed by the Board when­ev­er in its judg­ment the best inter­ests of the Coop­er­a­tive will there­by be served.

Sec­tion 6.04  Vacan­cies. ​​ A vacan­cy in any office elect­ed or appoint­ed by the Board shall be filled by the Board for the unex­pired por­tion of the term.

Sec­tion 6.05  Pres­i­dent, Also Known as Chair­man. The Pres­i­dent, also known as Chair­man, shall:

(a) Be the prin­ci­pal exec­u­tive offi­cer of the Board and shall pre­side at all meet­ings of the Board and, unless deter­mined oth­er­wise by the Board, at all meet­ings of the Mem­bers;

(b) Sign, with the Sec­re­tary, cer­tifi­cates of mem­ber­ship the issue ​​ of which shall have been autho­rized by res­o­lu­tion of the Board, and may sign any deeds, mort­gages, deeds of trust, notes, bonds, con­tracts or oth­er instru­ments autho­rized by the Board to be exe­cut­ed, except in cas­es in which the sign­ing and exe­cu­tion there­of shall be express­ly del­e­gat­ed by the Board or by these Bylaws to some oth­er offi­cer or agent of the Coop­er­a­tive, or shall be required by Law to be oth­er­wise signed or exe­cut­ed; and

​​ 

© In gen­er­al, per­form all duties inci­dent to the office of Pres­i­dent and such oth­er duties as may be pre­scribed by the Board from time to time.

Sec­tion 6.06  Vice Pres­i­dent, Also Known as Vice Chair­man. ​​ In the absence of the Pres­i­dent, also known as Chair­man, or in the event of his inabil­i­ty or refusal to act, the Vice Pres­i­dent, also known as Vice Chair­man, shall per­form the duties of the Pres­i­dent, also known as Chair­man, and when so act­ing shall have all the pow­ers of and be sub­ject to all the restric­tions upon the Pres­i­dent, also known as Chair­man. The Vice Pres­i­dent, also known as Vice Chair­man, shall per­form such oth­er duties as from time to time may be assigned to him by the Board of Trustees.

Sec­tion 6.07 ​​ Sec­re­tary. ​​ The Sec­re­tary shall:

(a) Keep, or cause to be kept, the min­utes of meet­ings of the Mem­bers and of the Board in one or more books pro­vid­ed for that pur­pose;

(b) See that all notices are duly giv­en in accor­dance with these Bylaws or as required by Law;

© Be cus­to­di­an of the cor­po­rate records and of the seal of the Coop­er­a­tive and see that the seal of the Coop­er­a­tive is affixed to all cer­tifi­cates of mem­ber­ship pri­or to the issue there­of and to all doc­u­ments the exe­cu­tion of which, on behalf of the Coop­er­a­tive under its seal, is duly autho­rized in accor­dance with the pro­vi­sions of these Bylaws or is required by Law;

(d) Keep, or cause to be kept, a reg­is­ter of the name and post office address of each Mem­ber, which address shall be fur­nished to the Coop­er­a­tive by such Mem­ber;

(e) Sign, with the Pres­i­dent, cer­tifi­cates of mem­ber­ship the issue of which shall have been autho­rized by res­o­lu­tion of the Board;

(f) Have gen­er­al charge of the books of the Coop­er­a­tive in which a record of the Mem­bers is kept;

(g) Keep on file at all times a copy of the Cooperative’s Arti­cles of Incor­po­ra­tion and Bylaws, togeth­er with all amend­ments there­to; which copies shall always be open to the inspec­tion of any Mem­ber, and, at the expense of the Coop­er­a­tive, fur­nish a copy of such doc­u­ments and of all ​​ amend­ments ​​ there­to upon request to any Mem­ber; and

(h) In gen­er­al, per­form all duties inci­dent to the office of the Sec­re­tary and such oth­er duties as from time to time may be assigned to him by the Board.

Sec­tion 6.08  Trea­sur­er. ​​ The Trea­sur­er shall:

(a) Have charge and cus­tody of and be respon­si­ble for all funds and secu­ri­ties of the Coop­er­a­tive;

(b) Receive and give receipts for monies due and payable to the Coop­er­a­tive from any source what­so­ev­er, and deposit or invest all such monies in the name of the Coop­er­a­tive in such bank or banks or in such finan­cial insti­tu­tions or secu­ri­ties as shall be select­ed in accor­dance with the pro­vi­sions of these Bylaws; and

© In gen­er­al, per­form all the duties inci­dent to the office of Trea­sur­er and such oth­er duties as from time to time may be assigned to him by the Board.

Sec­tion 6.09  Del­e­ga­tion of Secretary’s and Treasurer’s Respon­si­bil­i­ties. Notwith­stand­ing the duties, respon­si­bil­i­ties, and author­i­ties of the Sec­re­tary and of the Trea­sur­er here­in­be­fore pro­vid­ed in Sec­tions 6.07 and 6.08, the Board by res­o­lu­tion may, except as oth­er­wise lim­it­ed by Law, del­e­gate, whol­ly or in part, the respon­si­bil­i­ty and author­i­ty for, and the reg­u­lar or rou­tine admin­is­tra­tion of, one or more of each such officer’s duties to one or more agents, oth­er offi­cers or employ­ees of the Coop­er­a­tive who are not Trustees. To the extent that the Board does so del­e­gate with respect to any such offi­cer, that offi­cer as such shall be released from such duties, respon­si­bil­i­ties and author­i­ties.

Sec­tion 6.10  Man­ag­er, Also Known as Pres­i­dent and Chief Exec­u­tive Offi­cer. The Board may appoint a Man­ag­er, also known as Pres­i­dent and Chief Exec­u­tive Offi­cer, who may be, but who shall not be required to be, a Mem­ber of the Coop­er­a­tive. The Man­ag­er, also known as Pres­i­dent and Chief Exec­u­tive Offi­cer, shall per­form such duties and shall exer­cise such author­i­ty as the Board of Trustees may from time-to-time vest in him.

Sec­tion 6.11  Bonds. The Board shall require the Trea­sur­er and any oth­er offi­cer, agent or employ­ee of the Coop­er­a­tive charged with respon­si­bil­i­ty for the cus­tody of any of its funds or prop­er­ty to give bond in such sum and with such sure­ty as the Board shall deter­mine. The Board in its dis­cre­tion may also require any oth­er offi­cer, agent, or employ­ee of the Coop­er­a­tive to give bond in such amount and with such sure­ty as it shall deter­mine. The costs of all such bonds shall be borne by the Coop­er­a­tive.

Sec­tion 6.12  Com­pen­sa­tion; Indem­ni­fi­ca­tion. The com­pen­sa­tion, if any, of any offi­cer, agent or employ­ee who is also a Trustee or Close Rel­a­tive of a Trustee shall be deter­mined as pro­vid­ed in Sec­tion 4.10 of these Bylaws, and the pow­ers, duties and com­pen­sa­tion of any oth­er offi­cers, agents and employ­ees shall be fixed or a plan there­fore approved by the Board. Sup­ple­men­tary and sub­ject to the immu­ni­ty pro­vi­sions of S.C. Code Ann. Sec­tion 33–31-180, the Coop­er­a­tive shall indem­ni­fy exist­ing and for­mer Trustees and offi­cers, includ­ing the Gen­er­al Man­ag­er (or, if so titled, the Pres­i­dent and Chief Exec­u­tive Offi­cer), and may but shall not be oblig­at­ed to indem­ni­fy one or more of its oth­er exist­ing or for­mer agents and employ­ees, against lia­bil­i­ty and/or costs of defense to the extent that their acts or omis­sions con­sti­tut­ing the grounds for alleged lia­bil­i­ty were per­formed in their offi­cial capac­i­ty and, if action­able at all, did not amount to will­ful, wan­ton or gross neg­li­gence. The Coop­er­a­tive may pur­chase insur­ance to cov­er such indem­ni­fi­ca­tion.

Sec­tion 6.13  Reports. The offi­cers of the Coop­er­a­tive shall sub­mit at each Annu­al Meet­ing of the Mem­bers reports cov­er­ing the busi­ness of the Coop­er­a­tive for the pre­vi­ous fis­cal year and show­ing the con­di­tion of the Coop­er­a­tive at the close of such fis­cal year.

Arti­cle VII

Con­tracts, Checks and Deposits

Sec­tion 7.01  Con­tracts. ​​ Except as oth­er­wise pro­vid­ed by Law or these Bylaws, the Board may autho­rize any Coop­er­a­tive offi­cer, agent, or employ­ee 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 7.02  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 signed or coun­ter­signed by such offi­cer, agent or employ­ee of the Coop­er­a­tive and in such man­ner as shall from time to time be deter­mined by res­o­lu­tion of the Board.

Sec­tion 7.03  Deposits; Invest­ments. ​​ All funds of the Coop­er­a­tive shall be deposit­ed or invest­ed from time to time to the cred­it of the Coop­er­a­tive in such bank or banks in such finan­cial secu­ri­ties or insti­tu­tions as the Board may select.

Arti­cle VIII

Mem­ber­ship Cer­tifi­cates

Sec­tion 8.01  Cer­tifi­cate of Mem­ber­ship. ​​ Mem­ber­ship in the Coop­er­a­tive may, if the Board so resolves, be evi­denced by a cer­tifi­cate of mem­ber­ship, which shall be in such form and shall con­tain such pro­vi­sions as shall be deter­mined by the Board not con­trary to, or incon­sis­tent with, the Cooperative’s Arti­cles of Incor­po­ra­tion or its Bylaws. Such cer­tifi­cate shall be signed and dat­ed by an autho­rized employ­ee of York Elec­tric Coop­er­a­tive, Inc.

Sec­tion 8.02  Issue of Mem­ber­ship Cer­tifi­cates. Mem­ber­ship in the Coop­er­a­tive may, if the Board so resolves, be evi­denced by a cer­tifi­cate of mem­ber­ship, which shall be in such form and shall con­tain such pro­vi­sions as shall be deter­mined by the Board not con­trary to, or incon­sis­tent with, the Cooperative’s Arti­cles of Incor­po­ra­tion or its Bylaws. Such cer­tifi­cate shall be signed and dat­ed by an autho­rized employ­ee of York Elec­tric Coop­er­a­tive, Inc. No mem­ber­ship cer­tifi­cate shall be issued for less than the mem­ber­ship fee fixed by the Board nor until such mem­ber­ship fee and Oth­er Pay­ments, If Any, shall have been ful­ly paid.

Sec­tion 8.03  Lost Cer­tifi­cate. In case of a lost, destroyed, or muti­lat­ed cer­tifi­cate, a new cer­tifi­cate may be issued there­fore upon such terms and such indem­ni­ty to the Coop­er­a­tive as the Board may pre­scribe.

Sec­tion 8.04  Trustees Empow­ered to Pro­mote Eco­nom­ic Devel­op­ment. The Board of Trustees is empow­ered to pro­mote eco­nom­ic devel­op­ment of the gen­er­al areas in or near to which the Coop­er­a­tive serves. Such pro­mo­tion may include, but shall not be lim­it­ed to, (a) mem­ber­ship in or own­er­ship of secu­ri­ties issued by oth­er orga­ni­za­tions engaged in such pro­mo­tion, (b) expend­ing, invest­ment, lend­ing or under­writ­ing rea­son­able amounts of funds, and © acqui­si­tion, through pur­chase, lease, option or oth­er­wise, of land and oth­er prop­er­ties for resale, lease or sub­lease to insti­tu­tion­al, com­mer­cial, and indus­tri­al enter­pris­es or oth­er enti­ties.

Arti­cle IX

Non-Prof­it Oper­a­tion

Sec­tion 9.01  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 patrons. No inter­est or div­i­dends shall be paid or payable by the Coop­er­a­tive on any cap­i­tal fur­nished by its patrons.

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Sec­tion 9.02  Patron­age Cap­i­tal in Con­nec­tion with Fur­nish­ing Elec­tric Ener­gy. In the fur­nish­ing of elec­tric ener­gy, the Cooperative’s oper­a­tions shall be so con­duct­ed that all patrons will, through their patron­age, fur­nish cap­i­tal for the Coop­er­a­tive. In order to induce patron­age and to assure that the Coop­er­a­tive will oper­ate on a non-prof­it basis, the Coop­er­a­tive is oblig­at­ed to account on a patron­age basis to all its patrons for all amounts received and receiv­able from the fur­nish­ing of elec­tric ener­gy in excess of oper­at­ing costs and expens­es prop­er­ly charge­able against the fur­nish­ing of elec­tric ener­gy. 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 patrons as cap­i­tal. The Coop­er­a­tive is oblig­at­ed to pay by cred­its to a cap­i­tal account for each patron 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 fis­cal year the amount of cap­i­tal, if any, so fur­nished by each patron is clear­ly reflect­ed and cred­it­ed in an appro­pri­ate record to the cap­i­tal account of each patron, and the Coop­er­a­tive shall with­in a rea­son­able time after the close of the fis­cal year noti­fy each patron of the amount of cap­i­tal so cred­it­ed to his account; PROVIDED, indi­vid­ual notices of such amounts fur­nished by each patron shall not be required if the Coop­er­a­tive noti­fies all patrons of the aggre­gate amount of such excess and pro­vides a clear expla­na­tion of how each patron may com­pute and deter­mine for him­self the spe­cif­ic amount of cap­i­tal so cred­it­ed to him. All such amounts cred­it­ed to the cap­i­tal account of any patron shall have the same sta­tus as though they had been paid to the patron in cash in pur­suance of a legal oblig­a­tion to do so and the patron had then fur­nished the Coop­er­a­tive cor­re­spond­ing amounts for cap­i­tal.

All oth­er amounts received by the Coop­er­a­tive from its oper­a­tions in excess of costs 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, allo­cat­ed to its patrons on a patron­age basis, and any amount so allo­cat­ed shall be includ­ed as a part of the cap­i­tal cred­it­ed to the accounts of patrons as here­in pro­vid­ed.

In the event of dis­so­lu­tion or liq­ui­da­tion of the 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 account of prop­er­ty rights of Mem­bers; PROVIDED, inso­far as gains may at that time be real­ized from the sale of any appre­ci­at­ed asset, such gains shall be dis­trib­uted to all per­sons who were patrons dur­ing the peri­od the asset was owned by the Coop­er­a­tive in pro­por­tion to the amount of busi­ness done by such patrons dur­ing that peri­od, inso­far as is prac­ti­ca­ble, as deter­mined by the Board, before any pay­ments are made on account of prop­er­ty rights of Mem­bers. If, at any time pri­or to dis­so­lu­tion or liq­ui­da­tion, the Board shall deter­mine that the finan­cial con­di­tion of the Coop­er­a­tive will not be impaired there­by, the cap­i­tal then cred­it­ed to patrons’ accounts may be retired in full or in part. Notwith­stand­ing any oth­er pro­vi­sions of these Bylaws, the Board shall deter­mine the method of allo­ca­tion, basis, pri­or­i­ty and order of retire­ment, if any, for all amounts fur­nished as patron­age cap­i­tal. The Board shall also have the pow­er to adopt rules pro­vid­ing for the sep­a­rate retire­ment of that por­tion (“Pow­er Sup­ply” or “Oth­er Ser­vice” or “Sup­ply Por­tion”) of cap­i­tal cred­it­ed to the account of the Coop­er­a­tive by an orga­ni­za­tion fur­nish­ing Pow­er Sup­ply or any Oth­er Ser­vice or Sup­ply Por­tion to the Coop­er­a­tive. Such rules shall (a) estab­lish a method for deter­min­ing the por­tion of such cap­i­tal cred­it­ed to each patron for each applic­a­ble fis­cal year, (b) pro­vide for sep­a­rate iden­ti­fi­ca­tion on the Cooperative’s books of such por­tions of cap­i­tal cred­it­ed to the Cooperative’s patrons, © pro­vide for appro­pri­ate noti­fi­ca­tions to patrons with respect to such por­tions of cap­i­tal cred­it­ed to their accounts, and (d) pre­clude a gen­er­al retire­ment of such por­tions of cap­i­tal cred­it­ed to patrons for any fis­cal year pri­or to the gen­er­al retire­ment of oth­er cap­i­tal cred­it­ed to patrons for the same year or of any cap­i­tal cred­it­ed to patrons for any pri­or fis­cal year.

Cap­i­tal cred­it­ed to the account of each patron 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 a part of such patron’s premis­es served by the Coop­er­a­tive, unless the Board, act­ing under poli­cies of gen­er­al appli­ca­tion, shall deter­mine oth­er­wise.

Notwith­stand­ing any oth­er pro­vi­sions of these Bylaws, the Board shall at its dis­cre­tion have the pow­er at any time upon (1) ter­mi­na­tion of mem­ber­ship or (2) the death of any patron who was a nat­ur­al per­son (or, if as so pro­vid­ed for in the pre­ced­ing para­graph, upon the death of an assignee of the cap­i­tal cred­its of a patron, which assignee was a nat­ur­al per­son), if the legal rep­re­sen­ta­tives of his estate shall request in writ­ing that the cap­i­tal so cred­it­ed or assigned, as the case may be, be retired pri­or to the time such cap­i­tal would oth­er­wise be retired under the pro­vi­sions of the Bylaws, to retire such cap­i­tal imme­di­ate­ly upon such terms and con­di­tions as the Board, act­ing under poli­cies of gen­er­al appli­ca­tion, and such legal rep­re­sen­ta­tives shall agree upon; PROVIDED, the finan­cial con­di­tion of the Coop­er­a­tive will not be impaired there­by. Any such patron­age retire­ment pay­ments approved under this pro­vi­sion will be dis­count­ed through a present val­ue cal­cu­la­tion.

The Coop­er­a­tive, before retir­ing any cap­i­tal cred­it­ed to any patron’s account, shall deduct there­from any amount owing by such patron to the Coop­er­a­tive, togeth­er with inter­est there­on at the South Car­oli­na legal rate on judg­ments in effect when such amount became over­due, com­pound­ed annu­al­ly.

The patrons of the Coop­er­a­tive, by deal­ing with the Coop­er­a­tive, acknowl­edge that the terms and pro­vi­sions of the Arti­cles of Incor­po­ra­tion and Bylaws shall con­sti­tute and be a con­tract between the Coop­er­a­tive and each patron, and both the Coop­er­a­tive and the patrons are bound by such con­tract, as ful­ly as though each patron had indi­vid­u­al­ly signed a sep­a­rate instru­ment con­tain­ing such terms and pro­vi­sions. The pro­vi­sions of this Arti­cle of the Bylaws shall be called to the atten­tion of each patron of the Coop­er­a­tive by post­ing in a con­spic­u­ous place in the Cooperative’s offices.

Sec­tion 9.03  Patron­age Refunds in Con­nec­tion with Fur­nish­ing Oth­er Ser­vices. ​​ In the event that the Coop­er­a­tive should engage in the busi­ness of fur­nish­ing goods or ser­vices oth­er than elec­tric ener­gy, all amounts received and receiv­able there­from which are in excess of costs and expens­es prop­er­ly charge­able there­to shall, inso­far as per­mit­ted by Law, be pro­rat­ed annu­al­ly on a patron­age basis and returned to those patrons from whom such amounts were obtained at such time and in such order of pri­or­i­ty as the Board shall deter­mine.

Sec­tion 9.04  Unclaimed Prop­er­ty. Unclaimed prop­er­ty will be admin­is­tered in the man­ner pre­scribed by South Car­oli­na Law. The Coop­er­a­tive may reg­u­lar­ly impose a rea­son­able admin­is­tra­tive fee or law­ful charge for each year an own­er fails to claim prop­er­ty held by the Coop­er­a­tive. Should any patron­age cap­i­tal retired by the Board remain unclaimed, the Board may elect to use the retired but unclaimed patron­age cap­i­tal amount for any pur­pose allowed by Law.

Arti­cle X

Waiv­er of Notice

Sec­tion 10.01 Waiv­er of Notice. Any Mem­ber or Trustee may waive, in writ­ing, any notice of meet­ings required to be giv­en by these Bylaws or any notice that may oth­er­wise be legal­ly required, either before or after such notice is required to be giv­en.

Arti­cle XI

Dis­po­si­tion and Pledg­ing of Prop­er­ty; Dis­tri­b­u­tion of Sur­plus

Assets on Dis­so­lu­tion

Sec­tion 11.01  ​​​​ Dis­po­si­tion and Pledg­ing of Prop­er­ty.

(a) Not incon­sis­tent­ly with S.C. Code Ann. 33–49-260 and 33–49-270 and sub­sec­tion (b) here­of, the Coop­er­a­tive may autho­rize the dis­so­lu­tion, sale, lease, lease-sale, exchange, trans­fer, or oth­er dis­po­si­tion of all or sub­stan­tial­ly all of the Cooperative’s prop­er­ties and assets only upon the affir­ma­tive votes of two-thirds (2/3rds) of the then-total Mem­bers of the Coop­er­a­tive at a duly held meet­ing of the Mem­bers. How­ev­er, the board shall have full pow­er and author­i­ty (1) to bor­row monies from any source and in such amounts as the Board may from time to time deter­mine; (2) to mort­gage or oth­er­wise pledge or encum­ber any or all of the Cooperative’s prop­er­ties or assets as secu­ri­ty; there­fore, and (3) to sell, exchange, trans­fer or oth­er­wise dis­pose of mer­chan­dise and prop­er­ty no longer nec­es­sary or use­ful for the oper­a­tion of the Coop­er­a­tive.

(b) Sup­ple­men­tary to the first sen­tence of the fore­go­ing sub­sec­tion (a) and any oth­er applic­a­ble pro­vi­sions of Law or these Bylaws, no sale, dis­so­lu­tion, lease, lease-sale, exchange, trans­fer or oth­er dis­po­si­tion of all or sub­stan­tial­ly all of the Cooperative’s prop­er­ties and assets shall be autho­rized except in con­for­mi­ty with the fol­low­ing:

(1) If the Board looks with favor upon any pro­pos­al for such sale, lease, lease-sale,  ​​​​ exchange, trans­fer or oth­er dis­po­si­tion, it shall first appoint three per­sons each of whom is inde­pen­dent of the Coop­er­a­tive and of the oth­er two and each being expert in elec­tric util­i­ty prop­er­ty eval­u­a­tions, and com­mis­sion them, sep­a­rate­ly, to study, appraise and eval­u­ate such assets and prop­er­ties, includ­ing their going con­cern val­ue and the val­ues asso­ci­at­ed with the right of the Mem­bers to par­tic­i­pate in the own­er­ship and con­trol of the Coop­er­a­tive. Such apprais­ers shall be instruct­ed to and shall take into account any oth­er fac­tors they may deem rel­e­vant in deter­min­ing the present mar­ket val­ue of such assets and prop­er­ties. With­in not more than six­ty (60) days after their appoint­ment and com­mis­sion, each apprais­er shall ren­der his high­est deter­mi­na­tion of such present val­ue. The Board shall not rec­om­mend and sub­mit any pro­pos­al that, with­in one (1) year thereto­fore or with­in one (1) year there­after, it shall have received to pur­chase or lease-pur­chase such assets and prop­er­ties, or, with­in one (1) year there­after, make any offer to sell, lease, lease-sell, exchange, trans­fer or oth­er­wise dis­pose of such assets and prop­er­ties, for a con­sid­er­a­tion that is less than the high­est such deter­mi­na­tion ren­dered by the apprais­ers; nor shall it, fol­low­ing the expi­ra­tion of one (1) year there­after, make such a rec­om­men­da­tion or offer with­out again first com­ply­ing with the fore­go­ing require­ments.

(2) If, after receiv­ing such appraisals, the Board resolves to pur­sue the mat­ter fur­ther, it shall, with­in six­ty (60) days after adop­tion of such res­o­lu­tion, trans­mit the appraisals, togeth­er with any under­ly­ing data and infor­ma­tion that may have accom­pa­nied them, to every oth­er elec­tric coop­er­a­tive cor­po­rate­ly sit­ed and oper­at­ing in South Car­oli­na and invite it to sub­mit com­pet­ing or alter­na­tive pro­pos­als, includ­ing pro­pos­als to merge or con­sol­i­date with the Coop­er­a­tive. Such appraisals shall also be accom­pa­nied by any pro­pos­al for such a sale, lease, lease-sale, exchange, trans­fer, or oth­er dis­po­si­tion received by the Coop­er­a­tive with­in one (1) year pri­or to the receipt of the last appraisal or received sub­se­quent there­to but pri­or to the adop­tion of such res­o­lu­tion; PROVIDED, only the most recent pro­pos­al from an enti­ty that has made two (2) or more pro­pos­als need be so trans­mit­ted. Such oth­er coop­er­a­tives shall be giv­en at least six­ty (60) days with­in which to sub­mit com­pet­ing or alter­na­tive pro­pos­als, and they shall be noti­fied in such trans­mit­tal of the actu­al final date for such sub­mis­sions.

(3) If, after such date, the Board so resolves, it shall rec­om­mend and sub­mit to the Mem­bers (1) a pro­pos­al for such ​​ a sale, lease, lease-sale, exchange, trans­fer or oth­er dis­po­si­tion or (2) a pro­pos­al to merge or con­sol­i­date the Coop­er­a­tive with one or more oth­er elec­tric coop­er­a­tives, but it shall accom­pa­ny the pro­pos­al with ver­ba­tim copies of com­pet­ing or alter­na­tive pro­pos­als it has received, togeth­er with all of the appraisals and any under­ly­ing data and infor­ma­tion that may have accom­pa­nied such appraisals. The Board shall sub­mit such rec­om­men­da­tion and infor­ma­tion to the Mem­bers not less than six­ty (60) days before call­ing and notic­ing a spe­cial meet­ing of the Mem­bers there­on or, if such be the case, before call­ing the next annu­al Mem­ber meet­ing, stat­ing in detail each of any such pro­pos­als. The meet­ing shall be held not less nor more than twen­ty-five (25) days after the giv­ing of notice there­of.

(4) Any three hun­dred (300) or more Mem­bers of the Coop­er­a­tive may, over their respec­tive sig­na­tures and with­in not less than thir­ty (30) days pri­or to the date of such Mem­ber meet­ing, peti­tion the Coop­er­a­tive to mail to all of the Cooperative’s Mem­bers any state­ment of oppo­si­tion to the Board’s rec­om­men­da­tion and/or of their own rec­om­men­da­tion that a com­pet­ing or alter­na­tive pro­pos­al, which may be a propo­si­tion to merge or con­sol­i­date the Coop­er­a­tive with one or more oth­er elec­tric coop­er­a­tives, be accept­ed and approved by the Mem­bers at such meet­ing, in which event the Board shall cause a print­ed copy of the peti­tion, includ­ing the print­ing of the names of the Mem­ber sig­na­to­ries there­of, togeth­er with a print­ed copy of the state­ment, to be trans­mit­ted to all of the Cooperative’s Mem­bers via the Unit­ed States mail not less than twen­ty-five (25) days pri­or to such Mem­ber meet­ing, with the cost of such print­ing and mail­ing to be borne by the Coop­er­a­tive. If so mailed, such peti­tion and state­ment shall con­sti­tute suf­fi­cient notice of any such rec­om­mend­ed com­pet­ing or alter­na­tive pro­pos­al for the same to be con­sid­ered and act­ed upon at such meet­ing, but not until if and after the pro­pos­al rec­om­mend­ed by the Board shall have first been con­sid­ered and reject­ed by vote of the Mem­bers.

The fore­go­ing pro­vi­sions of this sub­sec­tion (b) shall not apply to a Board-rec­om­mend­ed sale, dis­so­lu­tion, lease, lease-sale, exchange, trans­fer or oth­er dis­po­si­tion to one or more oth­er elec­tric coop­er­a­tives if the sub­stan­tive or actu­al legal effect there­of is to merge or con­sol­i­date with such oth­er one or more elec­tric coop­er­a­tives; nor shall the fore­go­ing pro­vi­sions of this Sec­tion 11.01 apply to a sale, exchange or trans­fer if such sale, exchange or trans­fer is in the nature of a forced sale for the rea­son that the pur­chas­er pos­sess­es and oth­er­wise would exer­cise the legal right to acquire, dam­age, relo­cate or destroy such prop­er­ty by con­dem­na­tion or oth­er­wise with­out the Cooperative’s con­sent.

© No offer to pur­chase or lease-pur­chase and no offer to sell, lease, lease-sell, exchange, trans­fer or oth­er­wise dis­pose of all or sub­stan­tial­ly all of the Cooperative’s assets and prop­er­ties shall be valid or, if made and accept­ed, enforce­able unless the total con­sid­er­a­tion to be paid or oth­er­wise fur­nished there­fore, to the extent that the same is in excess of the amounts nec­es­sary to dis­charge or to pro­vide for the dis­charge of the Cooperative’s lia­bil­i­ties, shall be dis­trib­uted to, or if such be the case allo­cat­ed and assigned to, the patrons or for­mer patrons of the Coop­er­a­tive in the man­ner pro­vid­ed for in the Arti­cles of Incor­po­ra­tion, Bylaws or applic­a­ble Law.

Sec­tion 11.02  ​​​​ Dis­tri­b­u­tion of Sur­plus Assets on Dis­so­lu­tion. Upon the Cooperative’s dis­so­lu­tion, any assets remain­ing after all lia­bil­i­ties or oblig­a­tions of the Coop­er­a­tive have been sat­is­fied and dis­charged, or pro­vi­sion made there­fore, shall, to the extent prac­ti­ca­ble as deter­mined by the Board, not incon­sis­tent­ly with the pro­vi­sions of S.C. Code Ann. Sec­tion 33–49-1070 and of the third para­graph of Sec­tion 9.02 of these Bylaws, be dis­trib­uted with­out pri­or­i­ty but on a patron­age basis among all per­sons who are or have been Mem­bers of the Coop­er­a­tive at any time dur­ing the sev­en (7) years next pre­ced­ing the date of fil­ing of the cer­tifi­cate of dis­so­lu­tion; PROVIDED, HOWEVER, if in the judg­ment of the Board the amount of such sur­plus is too small to jus­ti­fy the expense of mak­ing such dis­tri­b­u­tion, the Board may, in lieu there­of, donate, or pro­vide for the dona­tion of, such sur­plus to one or more non-prof­it char­i­ta­ble or edu­ca­tion­al orga­ni­za­tions that are exempt from Fed­er­al income tax­a­tion.

Arti­cle XII

Fis­cal Year

Sec­tion 12.01 Fis­cal Year. ​​ The Cooperative’s fis­cal year shall begin on the first day of the month of Jan­u­ary of each year and end on the last day of the month of Decem­ber fol­low­ing.

Arti­cle XIII

Rules of Order

Sec­tion 13.01 Rules of Order. ​​ Par­lia­men­tary pro­ce­dure at all meet­ings of the Mem­bers, of the Board, of any com­mit­tee pro­vid­ed for in these Bylaws and of any oth­er com­mit­tee of the Mem­bers or Board which may from time to time be duly estab­lished, shall be gov­erned by the most recent edi­tion of Robert’s Rules of Order, except to the extent such pro­ce­dure is oth­er­wise deter­mined by Law or by the Cooperative’s Arti­cles of Incor­po­ra­tion or Bylaws.

Arti­cle XIV

Seal

Sec­tion 14.01 Seal. ​​ 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, South Car­oli­na.”

Arti­cle XV

Amend­ments

Sec­tion 15.01 Amend­ments. ​​ These Bylaws may be altered, amend­ed, or repealed by a major­i­ty of the Mem­bers vot­ing there­on at any reg­u­lar or spe­cial Mem­ber meet­ing; PROVIDED, the notice of the Mem­ber meet­ing shall have con­tained a copy of the pro­posed alter­ation, amend­ment or repeal or an accu­rate sum­ma­ry expla­na­tion there­of.