Bylaws

Article I Membership

Section 1. Requirements for Membership. Any person, firm, association, corporation or political body, or subdivision thereof may become a member in Jefferson Davis Electric Cooperative, Inc., (hereafter called the "Cooperative") by:

a) filing a written application for membership therein;
b) agreeing to purchase from the Cooperative electric energy as hereinafter specified;
c) agreeing to comply with and be bound by the Articles of Incorporation and Bylaws of the Cooperative and any rules and regulations adopted by the Board of Directors; and
d) paying the membership fee hereinafter specified; provided, however, that no person, firm, association, corporation or political body or subdivision thereof shall become a member unless and until he or it has been accepted for membership by the Board of Directors or the members. No member may hold more than one membership in the Cooperative, and no membership in the Cooperative shall be transferable.

At each meeting of the members held subsequently to the expiration of a period of six months from the date of incorporation of the Cooperative, all applications received more than ninety days prior to such meeting and which have not been accepted or which have been rejected by the Board of Directors shall be submitted by the Secretary to such meeting and, subject to compliance by the applicant with the requirements hereinabove set forth, such applications or any one or more of them may be accepted by vote of the members. The Secretary shall give each such applicant at least ten days notice of the date of the members' meeting to which his/her application will be submitted and such applicant shall be entitled to be present and heard at the meeting.

Section 2. Membership Certificates. Membership in the Cooperative may be evidenced by a membership certificate in such form, containing such provisions, and issued on such conditions, as the Board of Directors may, in its sole discretion, from time to time determine, authorize and direct. Nothing contained in this section shall be construed as requiring the issuance of any such certificate.

Section 3. Joint Membership. A husband and wife may apply for a joint membership, and, subject to their compliance with the requirements set forth in Section 1 of this Article, may be accepted for such membership. 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 shall be as follows:

a) the presence at a meeting of either or both shall be regarded as the presence of one member and shall have the effect of constituting a joint waiver of notice of the meeting;
b) the vote of either separately or both jointly shall constitute one joint vote;
c) a waiver of notice signed by either or both shall constitute a joint waiver;
d) notice to either shall constitute notice to both;
e) expulsion of either shall terminate the joint membership;
f) withdrawal of either shall terminate the joint membership;
g) either but not both may be elected or appointed as an officer or director, provided that both meet the qualifications of such office.

Section 4. Conversion of Membership.

a) A membership may be converted to a joint membership upon the written request of the holder thereof and the agreement by such holder and his or her spouse to comply with the Articles of Incorporation, Bylaws and rules and regulations adopted by the Board of Directors. The outstanding membership certificate shall be surrendered, and shall be reissued by the Cooperative in such a manner as shall indicate the changed membership status.
b) Upon the death of either spouse who is a party to the joint membership, such membership shall be held solely by the survivor. The outstanding membership certificate shall be surrendered, and shall be reissued in such manner as shall indicate the changed membership status; provided, however, that the estate of the deceased shall not be released from any debts due the Cooperative.

Section 5 Membership and Service Connection Fees. The membership fee shall be five dollars, upon the payment of which the member shall be eligible for one service connection. An additional fee of five dollars shall be charged for each additional service connection. The Board of Directors shall promulgate appropriate policies regarding member deposits. Any such deposit required in the policy of this Cooperative shall be pledged by the member as security for damage to any of the Cooperative's property used by the member in connection herewith and/or as security for any unpaid balance due on the member's account with the Cooperative at termination of the membership, regardless of the reason for termination.

Section 6. Purchase of Electric Energy. Each member shall, as soon as electric energy shall be available, purchase from the Cooperative all electric energy used on the premises specified in his/her application for membership, and shall pay therefore monthly at rates which shall from time to time be fixed by the Board of Directors; provided, however, that the Board of Directors may limit the amount of electric energy which the Cooperative shall be required to furnish to any one member. It is expressly understood that amounts paid for electric energy in excess of the cost of service are furnished by members as capital and each member shall be credited with the capital so furnished as provided in these Bylaws. Each member shall pay to the Cooperative such minimum amount per month regardless of the amount of electric energy consumed, as shall be fixed by the Board of Directors from time to time. Each member shall also pay all amounts owed by him to the Cooperative as and when the same shall become due and payable.

Section 7. Termination of Membership. Any member may withdraw from membership upon compliance with such uniform terms and conditions as the Board of Directors may prescribe. The Board of Directors of the Cooperative may, by the affirmative vote of not less than two-thirds of all the Directors, expel any member who shall have refused or failed to comply with any of the provisions of the Articles of Incorporation, Bylaws or rules and regulations adopted by the Board of Directors, but only if such member shall have been given written notice by the Secretary of the Cooperative that such refusal or failure makes
him liable to expulsion and such refusal or failure shall have continued for at least ten days after such notice was given. Any expelled member may be reinstated by vote of the Board of Directors or by vote of the members at any annual or special meeting. Upon the withdrawal, death, cessation of existence or expulsion of a member, the membership of such member shall thereupon terminate and the membership certificate of such member shall be surrendered forthwith to the Cooperative. Termination of membership in any manner shall not release a member or his/ her estate from any debts due the Cooperative.

Section 8. Service to Non-Members. Other services may be provided to members and non-consumer/members provided, however, that gross revenues from sale of other services shall not exceed the limits established by the Internal Revenue Service regulations.

Article II Rights & Liabilities of Members

Section 1. Property Interest of Members. Upon dissolution, after;
a) all debts and liabilities of the Cooperative shall have been paid, and
b) all capital furnished through patronage shall have been retired as provided in these Bylaws, the remaining property and assets of the Cooperative shall be distributed among the members and former members in the proportion which the aggregate patronage of each bears to the total patronage of all members during the seven years next preceding the date of the filing of the certificate of dissolution, or, if the Cooperative shall not have been in existence for such period, during the period of its existence.

Section 2. Non-liability for Debts of the Cooperative. The private property of the members shall be exempt from execution or other liability for the debts of the Cooperative and no member shall be individually liable or responsible for any debts or liabilities of the Cooperative.

Article III Meetings of Members

Section 1. Annual Meeting. The annual meeting of the members shall be held on the Second Monday in July of each year, beginning with the year 1942, at such place in the Parishes of Cameron, or Jefferson Davis, State of Louisiana, as shall be designated in the notice of the meeting for the purpose of electing directors, passing upon reports for the previous fiscal year, acting upon unfinished business; and transacting such other business as may be designated in the notice of the meeting. If the day fixed for the annual meeting shall fall on a legal holiday, such meeting shall be held on the next succeeding business day. Failure to hold the annual meeting at the designated time shall not work toward forfeiture or dissolution of the Cooperative.

Section 2. Special Meetings. Special meetings of the members may be called by resolution of the Board of Directors, or upon a written request signed by any three Directors, by the President, or by ten per centum or more of all the members, and it shall thereupon be the duty of the Secretary to cause notice of such meeting to be given as hereinafter provided. Special meetings of the members may be held at any place within the Parish of Jefferson Davis, State of Louisiana, specified in the notice of the special meeting.

Section 3. Notice of Members' Meetings. Written or printed notice stating the place, day, and hour of the meeting, and in case of a special meeting or an annual meeting at which business other than that listed in Section 8 of this Article is to be transacted, the purpose or purposes for which the meeting is called, shall be delivered not less than ten days nor more than twenty five 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 to each member. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the member at his/her address as it appears on the records of the Cooperative, with postage thereon prepaid. The failure of any member to receive notice of an annual or special meeting of the members shall not invalidate any action which may be taken by the members at any such meeting.

Section 4. Quorum. As long as the total number of members does not exceed five hundred, ten per centum of the total number of members present in person shall constitute a quorum. In case the total number of members shall exceed five hundred, fifty members or five per centum of the members, whichever shall be the larger, shall constitute a quorum. If less than a quorum is present at any meeting, a majority of those present in person may adjourn the meeting from time to time without further notice, provided, that the Secretary shall notify any absent members of the time and place of such adjourned meeting.

Section 5. Voting. Each member shall be entitled to only one vote upon each matter submitted to a vote at a meeting of the members. All questions shall be decided by a vote of majority of the members voting thereon in person, except as otherwise provided by law, the Articles of Incorporation, or these Bylaws. A duly authorized officer of any firm, corporation, partnership, association, or political body may, upon proper proof of his/her authority, cast the vote of such organization.

Section 6. Proxies. Voting by mail or by proxy shall not be permitted, except that a wife present at a meeting may vote in her absent husband's membership and vice versa.

Section 7. Voting Districts. The territory served or to be served by the Cooperative shall be divided into nine districts. Each district shall be represented by one director. The original nine districts shall be as follows:

District No. 1

All those parts of Allen, Evangeline and Acadia Parishes, Louisiana, within the jurisdictional area of this Cooperative, and all that part of Jefferson Davis, Louisiana, described as follows:

All those parts of Allen, Evangeline and Acadia Parishes, Louisiana, within the jurisdiction area of this Cooperative, and all that part of Jefferson Davis Parish, described as follows: That part of Jefferson Davis Parish North of the following West-East line; Begin on the South line of Section 13, Township 8 South, Range 6 West, Louisiana Meridian at its intersection with the dividing line between Jefferson Davis and Calcasieu Parishes, thence run directly Eastward on and along said South line of said Section 13 across said Parish Eastward to Bayou Nezpique to the East boundary of the said Parish of Jefferson Davis.

District No. 2

All of that part of Jefferson Davis Parish, Louisiana, South of the South line of District No. 1 and North of United States Highway No. 90.

District No. 3

All of that part of Jefferson Davis Parish, Louisiana, South of the South line of District No. 2 (U.S. Highway No. 90) and north of a line running as follows:

Beginning at the intersection of the South line of Section 37, Township 10 South, Range 3 West, Louisiana Meridian, with the Mermentau River; thence directly West to the Calcasieu Parish line at a point of intersection of Calcasieu and Jefferson Davis Parishes on the South line of Section 32, Township 10 South, Range 5 West, Louisiana Meridian.

District No. 4

All of that portion of Jefferson Davis Parish, Louisiana, South of the South line of District No. 3; all of Ward 1 of Cameron Parish, West of Lake Arthur and theMermentau River and North of the Intracoastal CanalWaterway.

District No. 5

All of Ward 1 of Cameron Parish, Louisiana, East of Lake Arthur, the Mermentau River, Grand Lake and north of the old Intracoastal Canal Waterway, and all of that part of Vermilion Parish, Louisiana, North of the old Intracoastal Waterway and White Lake, and within the jurisdictional area covered by this Cooperative.

District No. 6

All of Calcasieu Parish, Louisiana within the jurisdictional area of this Cooperative.

District No. 7

All of Ward 4 of Cameron Parish, Louisiana, West of Bayou Lacassine.

District No. 8

All of Wards 3, 5, and 6 of Cameron Parish, Louisiana.

District No. 9

All of Ward 2 of Cameron Parish, Louisiana, and all of Ward 4 of Cameron Parish, Louisiana, not included in District No. 7 and all of Ward 1 of Cameron Parish, Louisiana, not included in Districts No. 4 and 5, and all of Vermilion Parish, Louisiana, covered by the jurisdictional area of this Cooperative and not included in District No. 5.

Not less than sixty days before any meeting of the members at which Directors are to be elected, the Board of Directors shall review the composition of the several districts, and if it should be found that inequalities in representation have developed which can be corrected by redelineation of districts, the Board of Directors shall reconstitute the districts so that each shall contain as nearly as possible the same number of members.

Section 8. Order of Business. The order of business at the annual meeting of the members and, so far as possible, at all other meetings of the members, shall be essentially as follows:

1. Report of the number of members present in person in order to determine the existence of a quorum.
2. Reading of the notice of the meeting and proof of the due publication or mailing thereof, of the waiver or waivers of notice of the meeting, as the case may be.
3. Reading of unapproved minutes of previous meeting of the members and the taking of necessary action thereon.
4. Presentation and consideration of reports of officers, directors, and committees.
5. Election of directors.
6. Unfinished business.
7. New business.
8. Adjournment.

Article IV Directors

Section 1. General Powers. The business and affairs of the Cooperative shall be managed by a board of nine directors which shall exercise all of the powers of the Cooperative except such as are by law the Articles of Incorporation or these Bylaws conferred upon or reserved to the members.

Section 2. Qualifications. No person shall be eligible to become or remain a director or to hold any position of trust in the Cooperative who
a) Is not a member of the Cooperative and a bona fide domiciliary in the district which he is to represent; or
b) Is in any way employed by or financially interested in a competing enterprise or a business selling electric energy or supplies to the Cooperative or a business primarily en gaged in selling electrical or plumbing appliances, fixtures or supplies to the members of the Cooperative.
c) No person may be eligible to serve as a director who is the incumbent of or candidate for an elective public office in connection with which a salary in excess of $500.00 per annum is paid.

Upon establishment of the fact that a director is holding office in violation of any of the foregoing provisions, it shall become incumbent upon the Board of Directors to immediately remove such director from office.

Nothing contained in this section shall affect in any manner whatsoever the validity of any action taken at any meeting of the Board of Directors.

Section 3. Nominations, Election, and Tenure of office.

a) Nominations. It shall be the duty of the Board of Directors to appoint, not less than 45 days or more than 60 days before the date of the meeting of members at which Directors are to be elected, a committee on nominations consisting of not more members than the number of Directors to be elected, which committee members shall be selected one from each of the districts of the area served by the Cooperative from which a Director is to be elected at the ensuing meeting. No member of the Board of Directors may serve on such committee. The committee shall prepare and post at the principal office of the Cooperative at least thirty (30) days before the meeting a list of nominations for directors. Any fifteen (15) or more members actingtogether may make other nominations by petition not less than twenty (20) days prior to the meeting, and file petition with the Secretary, and the Secretary shall post such nominations at the same place where the list of nominations made by the committee is posted. The Secretary shall mail with the notice of the meeting or separately, but at least seven (7) days before the date of the meeting, a statement of the number of directors to be elected and the names and addresses of the candidates. The names shall be arranged by districts and shall specify separately the nominations made by the committee nominations and also the nominations made by petition, if any. Notwithstanding anything contained in this Section, failure to comply with any of the provisions of this Section shall not effect in any manner whatsoever the validity of any election of Directors.
b) Election and Tenure: In the year 1979, nine board members shall be elected to office. Each board consumer/member shall represent one of the nine districts, and shall be elected in conformance with procedures as hereinafter described except that the term of office for each will be as follows: The board members representing District 1, 4 and 7 shall each be elected to serve until the annual meeting to be held in the year 1980 or until their successors shall have been elected and shall have qualified. The board members representing District 2, 5 and 8 shall each be elected to serve until the annual meeting to be held in the year 1981 or until their successors shall have been elected and shall have qualified. The board members representing Districts 3, 6 and 9 shall each be elected to serve until the annual meeting to be held in the year 1982 or until their successors shall have been elected and shall have qualified. Beginning in the year 1980, three board members shall each be elected for a three year term to fill the vacancies caused by expiration of the incumbent terms of office.

Section 4. Removal of Directors by Members. Any member may bring charges against a director by filing such charges in writing with the Secretary, together with a petition signed by at least ten per centum of the members and request the removal of such director by reason thereof. The directors against whom such charges have been brought shall be informed in writing of the charges at least five days prior to the meeting at which the charges are to be considered and shall have an opportunity at the meeting to be heard in person or by counsel and to present evidence in respect to the charges; and the person or persons bringing the charges against him shall have the same opportunity. The question of the removal of such director shall be considered and voted upon at the next regular or special meeting of the members and any vacancy created by such removal may be filled by vote of the members at such meeting without compliance with the foregoing provisions with respect to nominations; provided that the director must reside in the same district as the director in respect to whom the vacancy occurs.

Section 5. Vacancies. Subject to the provisions of these Bylaws with respect to the filling of vacancies caused by the removal of directors by the members, a vacancy occurring in the Board of Directors shall be filled by the affirmative vote of a majority of the remaining directors for the unexpired portion of the term of the director in respect to whom the vacancy occurs. The member elected as director to fill the vacancy must reside in the same district as the director to whose office he succeeds.

Section 6. Compensation. Directors as such shall not receive any salary for their services, but by resolution of the Board of Directors a fixed sum for each day or portion thereof spent on Cooperative business, such as attendance at meetings, conferences and training programs or perform committee assignments when authorized by the board. No director shall receive compensation for serving the Cooperative in any other capacity, nor shall any close relative of a director receive compensation for serving the Cooperative, unless the payment and the amount of compensation shall be specifically authorized by a vote of the members for the service by such director or close relative shall have been certified by the Board of Directors, as an emergency measure.

Section 6(b) Indemnification of Directors, Officers, and Employees. The Cooperative shall indemnify present and former Directors and Officers, including the General Manager, Agents, and Employees against liability to the extent that their actions or omissions constituting the grounds for alleged liability were performed in their official capacity and, if actionable at all, were based upon good faith business judgments in the belief that the acts or omissions were in the best interest of the Cooperative. The Cooperative may purchase insurance to cover indemnification.

Section 7. Rules and Regulation. The Board of Directors shall have power to make and adopt such rules and regulations, not inconsistent with the Articles of Incorporation or the Bylaws of the Cooperative or the laws of the State of Louisiana, as it may deem advisable for the management, administration, and regulation of the business and affairs of the Corporation.

Article V Meetings of Directors

Section 1. Regular Meeting. A regular meeting of the Board of Directors shall be held without notice other than this Bylaw immediately after, and at the same place as the annual meeting of the members. A regular meeting of the Board of Directors shall also be held monthly at such time and place in Jefferson Davis Parish, Louisiana, or at such time and place in Cameron Parish, Louisiana, as the Board of Directors may provide by resolution. Such regular monthly meetings may be held without notice other than such resolution fixing the time and place thereof.

Section 2. Special Meetings. Special meetings of the Board of Directors may be called by the President, or by any three directors, and it shall thereupon be the duty of the Secretary to cause notice of such meeting to be given as hereinafter provided. The President or the Directors calling the meeting shall fix the time and place (which shall be in Jefferson Davis Parish, Louisiana, or in Cameron Parish, Louisiana) for the holding of the meeting.

Section 3. Notice of Directors Meetings. Written notice of the time, place and purpose of any special meeting of the Board of Directors shall be delivered not less than five days previous thereto, either personally or by mail, by or at the direction of the Secretary, or upon a default in duty by the Secretary, by the President or the directors calling the meeting, to each director. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the director at his/ her address as it appears on the records of the Cooperative, with postage thereon prepaid.

Section 4. Quorum. A majority of the Board of Directors shall constitute a quorum, provided, that if less than such majority of the directors is present at said meeting, a majority of the directors present may adjourn the meeting from time to time; and provided further, that the Secretary shall notify any absent directors of the time and place of such adjourned meeting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Article VI Officer

Section 1. Number. The officers of the Cooperative shall be a President, Vice President, Secretary-Treasurer, and such other officers as may be determined by the Board of Directors. The offices of Secretary and of Treasurer may be held by the same person.

Section 2. Election and Term of Office. The officers shall be elected, by ballot, annually by and from the Board of Directors at the meeting of the Board of Directors held directly after the annual meeting of the members. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until the first meeting of the Board of Directors following the next succeeding annual meeting of the members or until his/ her successor shall have been elected and shall have qualified. A vacancy in any office shall be filled by the Board of Directors for the unexpired portion of the term.

Section 3. Removal of Officers and Agents by Directors. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Cooperative will be served thereby. In addition, any member of the Cooperative may bring charges against an officer by filing such charges in writing with the Secretary, together with a petition signed by ten per centum of the members, and request the removal of the particular officer by reason thereof. The officer against whom such charges have been brought shall be informed in writing of the charges at least five days prior to the meeting at which the charges are to be considered and shall have an opportunity at the meeting to be heard in person or by counsel and to present evidence in respect of the charges; and the person or persons bringing the charges against him shall have the same opportunity. The question of the removal of such officer shall be considered and voted upon at the next regular or special meeting of the members.

Section 4. President. The President shall:
a) be the principal executive officer of the Cooperative, and unless otherwise determined by the members of the Board of Directors, shall preside at all meetings of the members and the Board of Directors;
b) sign, with the Secretary, certificates of membership, the issue of which shall have been authorized by the Board of Directors or the members, and may sign any deeds, mortgages, deeds of trust, notes, bonds, contracts, or other instruments authorized by the Board of Directors to be executed, except in cases in which the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other office or agent of the Cooperative, or shall be required by law to beotherwise signed or executed; and
c) in general perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from timeto time.

Section 5. Vice President. In the absence of the President, or in the event of his/her inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall also perform such other duties as from time to time may be assigned to him by the Board of Directors.

Section 6. Secretary. The Secretary shall:
a) keep the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose;
b) see that all notices are duly given in accordance with these Bylaws oras required by law;
c) be custodian of the corporate records and of the seal of the Cooperative and affix the seal of the Cooperative 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;
d) keep a register of the names and post office addresses of allmembers;
e) sign, with the President, certificates of membership, the issue of which shall have been authorized by the Board of Directors or themembers;
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 complete copy of the Articles of Incorporationand Bylaws of the Cooperative containing all amendments thereto, which copy shall always be open to the inspection of any member, and at the expense of the Cooperative forward a copy of the Bylaws and all amendments thereto to each member; and
h) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board of Directors.

Section 7. Treasurer. The Treasurer shall:
a) have charge and custody of and be responsible for allfunds and securities of the Cooperative;
b) be responsible for the receipt of and the issuance ofreceipts for money due and payable to the Cooperative fromany source whatsoever, and for the deposit of all such moneys in the name of the Cooperative in such bank or banks as shall be selected in accordance with the provisions of these Bylaws; and
c) in general perform all the duties incident to the office of Treasurer and such duties as from time to time may be assigned to him by the Board of Directors.

Section 8. Executive Vice President or General Manager. The Board of Directors may appoint an Executive Vice President or General Manager who may be, but who shall not be required to be, a member of the Cooperative. He shall perform such duties and shall exercise such authority as the Board of Directors may from time to time vest in him, but without voting privileges on the Board.

Section 9. Bonds of Officers. The Treasurer and any other officer or agent of the Cooperative charged with responsibility for the custody of any of its funds or property shall give bond in such sum and with such surety as the Board of Directors shall determine. The Board of Directors 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.

Section 10. Compensation. The powers, duties, and compensation of any officers, agents, and employees shall be fixed by the Board of Directors, subject to the provisions of these Bylaws with respect to compensation and close relatives of Directors.

Section 11. 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. Such reports shall set forth the condition of the Cooperative at the close of such fiscal year.

Section 12. Executive Committee. The Board of Directors may select an Executive Committee which shall at all times be subject to the orders and control of the Board of Directors and which shall have authority to exercise any powers of the Board of Directors when the Board of Directors is not in session. Such Executive Committee shall be composed of three members, all of whom shall be consumer/members of the Board of Directors.

Article VII Non-Profit Operation

Section 1. 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.

Section 2. Patronage Capital in connection with furnishing electric energy. The furnishing of goods or services other than electric energy. In the furnishing of electric energy, and the furnishing of goods or services other than 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, and the furnishing of goods or services other than electric energy, in excess of operating costs and expenses properly chargeable against furnishing of goods and services other than 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 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 duly reflected and credited in a 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/her account. 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 of 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
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. If, at any time prior to dissolution or liquidation, the board of Directors shall determine that the financial condition of the Cooperative will not be impaired thereby, the capital then credited to patron's accounts may be retired in full or in part, without priority, on a pro rata basis. Any such retirements of capital shall be subject to rules which the Board of Directors may establish from time to time by deferring the retirement of capital credits to current patrons with less than a specified amount in their capital accounts and for accelerating the retirement of capital credited to former patrons with less than a specified amount in their capital credit accounts. 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 of Directors, acting under policies of general application, shall determine otherwise. Notwithstanding any other provisions of these Bylaws, the Board of Directors, at its discretion, shall have the power at any time upon the death of any patron, if the legal representatives of his/her estate shall request in writing that the capital credited to any such patron be retired prior to the time such capital would otherwise be retired under the provisions of these Bylaws, to retire capital credited to any such patron immediately upon such terms and conditions as the Board of Directors acting under policies of general application, and the legal representatives of such patrons estate shall agree upon; provided, however, that the financial condition of the Cooperative will not be impaired thereby. 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 office.

Article VIII Disposition of Property

The Cooperative may not sell, mortgage, lease or otherwise dispose of or encumber all or any substantial portion of its property unless such sale, mortgage, lease, or other disposition or encumbrance is authorized at a duly held meeting of the members, thereof by the affirmative vote of not less than a majority of all of the members of the Cooperative, and unless the notice of such proposed sale, mortgage, lease, or other disposition or encumbrance shall have been contained in the notice of the meeting; provided, however, that notwithstanding anything herein contained, the Board of Directors of the Cooperative, without authorization by the members thereof shall have full power and authority to authorize the execution and delivery of a mortgage or mortgages or a deed or deeds of trust upon, or the pledging or encumbering of, any or all the property, assets, rights, privileges, licenses, franchises, and permits of the Cooperative, whether acquired or to be acquired, and wherever situated, as well as the revenues and income therefrom all upon such terms and conditions as the Board of Directors shall determine, to secure any indebtedness of the Cooperative to United States of America or any in instrumentality or agency thereof, or to any bank, insurance company, or other lending institution, any provision of the Articles of Incorporation or Bylaws of the Cooperative to the contrary notwithstanding.

(Article VIII as amended July 13, 1970)

Article IX 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, Louisiana.

Article X Financial Transactions

Section 1. Contracts. Except as otherwise provided in these Bylaws, the Board of Directors may authorize any officer or officers, agency or agents to enter into any contract or execute and deliver any instrument in the name and on behalf of the Cooperative, and such authority may be general or confined to specific instances.

Section 2. Checks, Drafts, etc. Except as otherwise provided by law or in these Bylaws, 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 by such officer or officers, agent or agents, employee or employees of the Cooperative and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 3. Deposits. All funds of the Cooperative shall be deposited from time to time to the credit of the Cooperative in such bank or banks as the Board of Directors may select.

Section 4. Change in Rates. Written notice shall be given to the Administrator of the Rural Electrification Administration of the United States of America not less than ninety days prior to the date upon which any proposed change in the rates charged by the Cooperative for electric energy becomes effective.

Section 5. Fiscal Year. The fiscal year of the Cooperative shall begin on the first day of January of each year and end on the thirty-first day of December of the same year, effective January 1, 1953, and thereafter.

Article XI Miscellaneous

Section 1. Membership in Other Organizations. The Cooperative shall not become a member of any other organization without an affirmative vote of a majority of the members of the Board of Directors.

Section 2. Waiver of Notice. Any member or Director may waive in writing, any notice of a meeting required to be given by these Bylaws. The attendance of a member or Director at any meeting shall constitute a waiver of notice of such meeting by such member or director, except in case a member or Director shall attend meeting for the express purpose of objecting to the transaction of any business because the meeting shall not have been lawfully called or convened.

Section 3. Rules and Regulations. The Board of Directors shall have power to make and adopt such rules and regulations, not inconsistent with law, the Articles of Incorporation or these Bylaws, as it may deem advisable for the management, administration, and regulation of the business and affairs of the Cooperative.

Section 4. Accounting System and Reports. The Board of Directors shall cause to be established and maintained a complete accounting system which shall conform so long as the Cooperative is indebted to the Government or any agency or instrumentality thereof, to such accounting system as may from time to time be designated by the Administrator of the Rural Electrification Administration of the United States of America. All accounts of the Cooperative shall be examined by a committee of the Directors appointed by the Board of Directors which shall render reports to the Board of Directors at least four times a year at the regular meeting of the Board of Directors. The Board of Directors shall also after the close of each fiscal year cause to be made a full and complete audit of the accounts, books, and financial condition of the Cooperative at the end of such fiscal year. Such audit reports shall be submitted to the members at the annual meeting next following the close of such fiscal year.

Article XII Amendments

These Bylaws may be altered, amended, or repealed by the members at any regular or special meeting, provided the notice of such meeting still have contained a copy of the proposed alteration, amendment, or repeal, except that Article VIII of these Bylaws may be altered, amended or repealed only at a meeting of the consumer/members of this Cooperative by the affirmative vote of not less than two-thirds of all of the members of the Cooperative, and then only provided the notice of such proposed alteration, amendment or repeal of said Article VIII shall have been contained in the notice of the meeting.

(These Bylaws completely re-compiled to include amendments adopted as of annual meeting of consumer/members held September 2, 1994.)