Bylaws

Article I - Membership

Section 1. Requirements for Membership

Any person, firm, association, corporation, or body politic or subdivision thereof may become a Member of the North East Mississippi Electric Power Association (hereinafter called the "Association") by:

1. Making a written application for Membership therein;
2. Agreeing to purchase from the Association electric energy as hereinafter specified;
3. Agreeing to comply with and be bound by the Articles of Incorporation and By-Laws of the Association and any rules and regulations adopted by the Board of Directors; and
4. Paying the Membership fee hereinafter specified;

provided however, that no person, firm, association, corporation or body politic 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 Association, and no Membership in the Association shall be transferable, except as provided in these By-Laws.

At each meeting of the Members held subsequent to the expiration of a period of 6 months from the date of incorporation of the Association, all applications received more than ninety days prior to such meetings 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 hereinafter set forth, any such application may be accepted by vote of the Members. The Secretary shall give each such applicant at least 10 days’ notice of the date of the Members' meeting to which his application will be submitted and such applicant shall be entitled to be present and heard at the meeting.

Section 2. Joint Membership

Either a Husband or wife may apply for and be accepted into the Membership as joint Members. The husband or wife may sign such application for the other if receiving service at the same connection. All such applications shall be considered as a joint Membership for so long as those parties remain married and residing at the address for which application is made. If 1 of them is already a Member when they marry, such Membership shall be deemed to have automatically converted into a joint Membership. The words "Member", "applicant", "person", "his", and "him", as used in these By-Laws, shall include husband and wife applying for or holding a joint Membership, unless otherwise already distinguished in the text; and all provisions relating to the rights, powers, terms, conditions, obligations, responsibilities and liabilities of Membership shall be equally, severally and jointly applicable to them. Without limiting the generality of the foregoing:

1. the execution by either or both of a proxy shall constitute one proxy entitled to vote;
2. the presence at a meeting of either or both shall constitute the presence of 1 Member and a joint waiver of notice of the meeting and a revocation of any proxy executed by either, or both pursuant to the By-laws of the Association;
3. the vote of either or both shall constitute, respectively, 1 vote;
4. each shall be responsible, jointly and severally, for payment of the fees, expenses, and charges applicable to said joint Membership, irrespective of which completed the application for the same;
5. notice to, or waiver of notice signed by, either or both shall constitute respectively, a joint notice or waiver of notice; and
6. suspension or termination in any manner of either shall constitute respectively, suspension or termination of the joint Membership except that upon the death of either spouse of a joint Membership, such Membership shall continue to be held solely by the survivor in the same manner and to the same effect as though such Membership had never been joint; provided, that the estate of the deceased spouse shall not be released from any debts due the Association, and except 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 to directly occupy or own the premises covered by such Membership in the same manner and to the same effect as though such Membership had never been joint; provided that the other spouse shall not be released from any debts due the Association; and
7. either, but not both concurrently, shall be eligible to serve as a Director of the Association, but only if both meet the qualifications required therefor.

Section 3. Membership & Service Connections Fees

The Membership fee shall be $10, upon the payment of which a Member shall be eligible for 1 Membership. In addition, all other fees, charges, and deposits shall from time to time be fixed by the Board of Directors.

Section 4. Purchase of Electric Energy

Each Member shall as soon as electric energy shall be available, purchase from the  association all electric energy used on the premises specified in his application for
Membership, and shall pay therefor monthly at rates which shall from time to time be fixed by the Board of Directors; provided, however, that the Board may limit the amount of electric energy which the Association shall be required to furnish to any one Member. It is expressly understood that amounts paid for electric energy in excess of the costs of providing such service and energy, and also in excess of any amounts needed to establish reasonable reserves for facilities, equipment or improvements, ongoing and expected construction projects, depreciation and the need to be prepared for emergencies and/or contingencies, are furnished by Members as capital and each Member shall be credited with such capital so furnished as provided in these ByLaws. No capital credits shall be paid or retired as the same is prohibited by the Tennessee Valley Authority (“TVA”), which regulates the Association, and the TVA Act and the contract between the Association and TVA. Each Member shall pay to the Association 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 Association as and when the same shall become due and payable.

Section 5. Termination of Membership

1. 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 Association, may, by the affirmative vote of not less than 2/3 of all the Directors, expel any Member who fails to comply with any of the provisions of the Articles of Incorporation, By-Laws 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 Association that such failure makes him liable to expulsion and such failure shall have continued for at least 10 calendar days after such notice was given. Any expelled Member may be reinstated by vote of the Board of Directors or by vote for the Members at any annual or special meeting. The Membership of a Member who for a period of 6 months after service is available to him, has not purchased electric energy from the Association, or of a Membership who has ceased to purchase electric energy from the Association, shall be canceled by resolution of the Board of Directors.
2. Upon the withdrawal, death, cessation of existence, or expulsion of a Member, the Membership of such Member shall thereupon terminate. Termination of Membership in any manner shall not release a Member or his estate from any debts due the Association.
3. In case of withdrawal or termination of Membership in any manner, the Association shall repay to the Members the amount of the Membership fee paid by him, provided, however, that the Association shall deduct from the amount of the Membership fee the amount of any debts or obligations owing from the Member to the Association.

Article II - Rights & Liabilities of Members

Section 1. Property Interest of Members

Upon dissolution, after

1. all debts and liabilities of the Association shall have been paid; and
2. all capital furnished through patronage shall have been retired as provided in these By-Laws, the remaining property and assets of the Association 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 7 years next preceding the date of the filing of the certificate of dissolution, and otherwise in accordance with Mississippi and Federal law.

Section 2. Non-Liability for Debts of the Association

The private property of the Members shall be exempt from execution or other liability for the debts of the Association and no Member shall be liable or responsible for any debts or liabilities of the Association.

Article III - Meetings of Members

Section 1. Annual Meeting

The annual meeting of the Members shall be held on the second Saturday of December of each year at such time and place as may be designated by the Board of Directors, as shall be designated in the notice of the meeting, for the purpose of announcing the election of any Director or Directors, presenting reports concerning the previous fiscal year and transacting such other business as published in the agenda of the notice of the meeting. If, for any reason, an annual or special meeting is not held at which the election of Directors was to be announced, or if a quorum is not obtained at such a meeting, it shall be presumed that, due to the lack of interest on the part of the Members to respond to the notice of such annual or special meeting in sufficient numbers to obtain a quorum for the purpose of announcing said election of Directors, the Directors for each district where a Director was to have been announced elected at such annual or special meeting shall be deemed to have been elected to hold office for the ensuing 3 year term, and the remaining Members of the Board of Directors shall declare the election of such Directors of such districts upon the minutes of the Board. Failure to hold the annual meeting at the designated time shall not work a forfeiture or dissolution of the Association.

Section 2. Special Meetings

Special meetings of the Members may be called by a 2/3 majority of the Directors of the Association or shall be called by the Directors upon written petition signed by at least 20% of all the Members, provided that the petition is signed by at least 10% of the Members residing in each of the 9 designated districts. Each person signing such petition shall date his signature and shall show thereon the address and account number of the service location represented by such signature. In no event shall a special meeting be called unless petitions are completed within 90 days from the date of the first signature. When special meetings are called in such a manner, it shall be the duty of the Secretary to cause notice of any such meeting to be given as hereinafter provided. Special meetings of the Members may be held at any place specified in the notice of the special meeting.

Section 3. Notice of Members Meeting

Written, printed or electronic notice stating the place, day and hour of the meeting and, in  case of an annual or special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 10 days nor more than 30 days before the date of the meeting, either personally, electronically or by mail, or by the direction of the Secretary 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 address as it appears on the records of the Association, with postage thereon prepaid or forwarded by electronic means to an address provided by the Member. 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. Voting Districts

The territory served or to be served by the Association shall be divided into 9 districts, each of which shall contain as nearly as possible the same number of Members. Each district shall be represented by 1 Director.

Section 5. Quorum

300 Members of the Association shall constitute a quorum at all regular and special meetings of the Members. This number (300) shall be arrived at by adding the number of Members present in person at the meeting to the number of Members represented at that meeting by valid proxies received and filed and to the number of Members participating by electronic voting, as provided by these By-Laws. In case of joint Membership, the presence at a meeting of either the husband or wife, or both, shall be regarded as the presence of 1 Member.

Section 6. Voting

Each Member shall be entitled to 1 vote and no more upon each matter submitted to a vote at a meeting of the Members. At any properly called meeting of the Members, each Member may vote in person, by proxy, or electronically. At all meetings of the Members at which a quorum is present, all questions shall be decided by a vote of a majority of the Members voting hereon, except as otherwise provided by law, the Articles of Incorporation of the Association, or these By-Laws. If a husband and wife hold a joint Membership, they shall jointly be entitled to 1 vote and no more upon each matter submitted to vote at a meeting of the Members.

A Member may vote in person, by proxy, or electronically. In the event a Member should attempt to vote in more than 1 format, the in-person or electronic vote shall count, whichever occurs first, and any subsequently filed proxies or votes by alternative means shall not count.

Votes by electronic means, or by proxy, upon any matter shall be on forms prescribed by the Board of Directors of the Association and submitted by the Association to the Members at least 14 days in advance of each meeting. No votes by electronic means, or by proxies, will be counted unless they are on the forms prescribed by the Association and submitted to the Members, and unless they are in accordance with the directions thereon, and unless they are received and filed in the principal office of the Association in Oxford, Mississippi, at least 2 days before the time of the meeting. Members may not cumulate their votes as cumulative voting will not be permitted, meaning Members may not have multiple votes based upon the number of issues to be decided or the number of meters held. Cumulative voting does not refer to the number of proxies a Member may hold and/or vote.

In the event a Member misplaces, destroys or spoils his proxy form, said Member shall be entitled to 1 replacement proxy form upon either a written or in-person request by the Member to the Manager of the Association at its principal office in Oxford, Mississippi, with the time prescribed in the By-Laws for filing of ballots or proxies. In that instance said Member may be required to sign a form revoking any proxy dated prior to said date on his behalf, or such other documentation as may be prescribed by the Board of Directors to prevent double counting of proxies or other inappropriate actions.

Legal entity organizations and non-legal entity organizations which are Members of the Association may be presented at any meeting of the Members and may vote only as follows:

1. Any director, officer or general manager duly authorized in writing may represent and cast the 1 vote of a corporation, limited liability company or similar entity;
2. A trustee, steward, deacon, clerk or pastor duly authorized in writing may represent and cast the 1 vote of a church;
3. A school trustee, principal or superintendent duly authorized in writing may represent and cast the 1 vote of a school; and
4. Any other association or organization such as a trust or foundation may be represented by and have its 1 vote cast by any person duly authorized in writing who is a trustee, or manager or part owner, or any officer of such association or organization.

Sole proprietorships and general partnerships will not be entitled to a vote separate from that of their owners or general partners. It is the intention of the Association that each Member shall exercise 1 vote.

Section 7. Proxies

For the convenience of the Members, at all meetings of Members, a Member may be considered present and may vote by proxy executed in writing by the Member and upon such form as may be provided to the Member by the Association. Such proxy shall be filed with the Secretary by at least 2 days before the time of the meeting and may be voted at the meeting by the Member designated in the proxy. No proxy shall be voted at any  meeting of the Members unless it shall designate the particular meeting at which it is to be voted, and no proxy shall be voted at any meeting other than the one so designated, or the adjournment of such meeting by the President. No Member shall vote a proxy for more than 25 Members at any meeting of the Members. No proxy shall be valid after 60 days from the date of its execution. The presence of a Member at a meeting of the Members shall revoke a proxy theretofore executed by him, and such Member shall be entitled to vote at such meeting in the same manner and with the same effect as if he had not executed a proxy.

In a case of joint Membership, a proxy may be executed by either husband or wife. The presence of either husband or wife at a meeting of the Members shall revoke a proxy theretofore by either of them, and any such Members shall be entitled to a vote at such meeting in the same manner and with the same effects as if a proxy had not been executed.

Section 8. Electronic Voting

For the convenience of the Members, at all meetings of Members, a Member may be considered present and may vote electronically upon such form as may be provided to the Member by the Association. Such electronic voting form shall be filed with the Secretary by at least 2 days before the time of the meeting. The presence of a Member at a meeting of the Members shall not revoke a timely and properly filed electronic voting form by the Member, and such Member shall not be allowed to vote in person or by proxy at said meeting. In a case of joint Membership, an electronic voting form may be executed by either husband or wife.

Section 9. Order of Business

1. The order of business at the annual and special meeting of the Members shall be as follows:
   1. Determination as to Quorum;
   2. Reading of the Notice of the Meeting and proof of the due publication or mailing thereof, or the waiver or waivers of notice of the meeting, as the case may be;
   3. Reading of unapproved Minutes of previous meetings of the Members and the taking of necessary action thereon;
   4. Presentation and consideration of, and acting upon, reports of officers, directors and committees;
   5. Announcing the results of the election of Directors held in accordance with these Bylaws and such rules and regulations as may be promulgated by the Board of Directors;
   6. Unfinished business;
   7. New business, having properly been placed on the agenda by the Board of Directors or otherwise by requesting the same be placed on the agenda at least 120 days prior to said meeting; and
   8. Adjournment.
2. In order to protect the rights of Members voting electronically or by proxy at all annual or special meetings, there shall be no vote or action taken unless the subject matter has been covered in advance by the agenda of the written or printed notice of the meeting.

Article IV - Directors

Section 1. General Powers

The business and affairs of the Association shall be managed by a Board of 9 Directors which shall exercise all of the powers of the Association except such as are by law, the Articles of Incorporation, or these By-Laws conferred upon or reserved to the Members.

Section 2. Election & Tenure of Office

Members presently serving as Directors of the Association, and the District they represent, as of the revised date of these Bylaws are:

District No. 1 – Blake Palmer
District No. 2 – Mickey Clayton
District No. 3 – James Downs
District No. 4 – John Davis
District No. 5 – Steve Quarles
District No. 6 – Gene Hartley
District No. 7 – James Herod
District No. 8 – Danny Briscoe
District No. 9 – Billy Ray Brown

Each year 3 Directors shall be elected to serve a term of 3 years or until their successors shall have been elected and shall have qualified. Directors presently serving will continue to remain in office until their successors shall have been elected and shall have qualified. A Member of the Board whose term expires shall be eligible for re-election.

Section 3. Election Process

A written ballot of all properly qualified candidates shall be provided to the Membership by mail or other means as may be approved by the Directors to be voted and returned to an independent accounting firm or other such entity selected in advance of the election by the Board of Directors. The ballot shall be provided sufficiently in advance of the Annual meeting of the Association such that the Accountant or other independent entity has ample time to tabulate the results of such ballots and announce the results thereof at the Annual Meeting. Such tabulation of voted ballots shall be presented and certified by said accounting firm or entity and announced at the Annual meeting. The candidate with the most votes is to be declared the winner. Any dispute or question relating to a ballot shall be determined in the discretion of the accounting firm or other entity. A duly completed ballot shall constitute the sole and exclusive means of voting for candidates for Director. The use of proxies or in-person voting is not permitted in Director elections. All ballots shall be in a form approved by the Board of Directors which at a minimum shall completely identify all candidates for Director and shall provide a means whereby each Member may certify his/her vote by signature or other approved means. Only votes from Members who are active and non-delinquent 60 days prior to the date of the Annual Meeting shall be counted.

In order for a valid election for Directors to be held, ballots must be received from a minimum of 5% of the Association’s active and non-delinquent Members. In the event that this minimum number of votes is not received, it shall be presumed that, due to the lack of interest on the part of the Members to vote, that the present Directors shall continue to serve as Directors for another term, and any vacancy shall be filled by the Board, subject to the provisions of these Bylaws with respect to Directors. For a run-off election resulting from a tie vote, no minimum number of ballots must be received in order to declare a winner.

Section 4. Qualifications

To be eligible to become, remain or to be qualified to run or serve as a Director, a person:

1. Must be an individual that is an active Member in good standing of the Association, meaning holding a valid Membership singularly or jointly and who is current in their obligations to the Association;
2. Must be a bona fide resident of the Association and the district from which they are to be elected for 3 years immediately preceding the nomination to directorship;
3. Must not be in any way employed by or financially interested in a competing enterprise or business, which shall include any other utility or business selling or distributing any product or energy resource such as the sale of electric energy, natural or butane gas, or other alternative energy sources such as but not limited to solar energy; or any enterprise or business which supplies the Association with significant electrical energy supplies, apparatus or components of the Association’s electrical transmission system, such as wiring, transformers, poles, metering products, or similar items or which provides television, internet, communications, fiber or broadband products or services;
4. Must not have been finally convicted of a felony or misdemeanor involving moral turpitude;
5. Must be a Member of the Association receiving electric service therefrom at his primary residential abode;
6. Must not be a close relative, as defined in subsection b of Section 8, Compensation, Reimbursement, Employment of Relatives, Article IV, Directors, of an incumbent director, or the director being replaced, or of an employee of the Association;
7. Must not have brought suit as a plaintiff, or participated in said capacity, in an ongoing lawsuit or arbitration against the Association or its officers, employees, or directors for a period of at least 5 years prior to being eligible to run for Director;
8. Must not have been an employee of the Association within 5 years prior to the time in which the term of service would begin following the Election; and
9. Must be at least 21 years of age.

When a Membership is held jointly by a husband and wife, either one but not both may be elected a director; provided, however, that neither one shall be eligible to become or remain a director or to hold a position of trust in the Association unless both shall meet the qualifications herein above set forth.

Nothing in this section contained shall, or shall be construed to, affect in any manner whatsoever, the validity of any action taken at any meeting of the Board of Directors, unless such action is taken with respect to a matter which is affected by the provisions of this section and in which one or more of the directors have an intent adverse to that of the Association.

Section 5. Nominations

Each sitting director, whose term is expiring, unless removed from service in accordance with the provisions of these bylaws, shall automatically be a candidate for re-election unless said Director notifies the Secretary of the Corporation otherwise at least 60 days before the annual meeting.

Any Member of the Corporation who meets the qualifications set forth in these By-Laws may qualify by petition to become a candidate for Director. Such petition must be in the form provided and prescribed by the Association, and shall contain a request signed by the Member stating his/her desire to become a candidate for Director. The petition shall also indicate the area for which the Member desired to be a candidate, and must contain the endorsement of not less than 35 active, non-delinquent Members that live in the district from which he/she is to be a candidate for Director. Falsification of information on the petition shall result in the petition being invalidated. Individual petitions must be filed by each Member desiring to qualify as a candidate for Director. If a husband and wife hold a joint Membership, either the husband or wife, but not both, may sign such petition. Each Member signing such petition shall place thereon the account number of the Member as shown on the electric bill with the Association. Nominations made by petition, if any, received at the principal office during normal business hours of the Association at least 45 days before the time of the meeting shall be included on the official ballot. Nominations are to be made in no other manner or form except as herein authorized and within the time herein prescribed.

Notwithstanding anything in this section contained, failure to comply with any of the provisions of this section shall not affect in any manner whatsoever the validity of any election of directors.

Section 6. Removal of Directors by Members

Any Member may bring charges against a Director, and, by filing with the Secretary such charges in writing, together with a petition signed by at least 10% of the Members, may request the removal of such Director by reason thereof. Such Director to be removed shall be informed in writing of the charges at least 10 days prior to the meeting of the Members 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 Director shall be considered and voted upon at the meeting of the Members, so long as two-thirds of the Members appearing at said meeting so vote and for so long as at least 5% of the Membership attends said meeting, and any vacancy created by such removal shall be filled by vote of the Members at such meeting without compliance with the foregoing provisions with respect to nominations. 5 Directors may alternatively sign a petition to remove for cause a Director as well. In that instance, such Director to be removed shall be informed in writing of the charges at least 10 days prior to the meeting of the Board of Directors 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. In that instance, the Board, excluding said director, shall be required to vote with a 2/3 majority of those voting in said meeting to remove said Director.

Section 7. Vacancies

Subject to the provisions of these By-Laws with respect to the filling of vacancies caused by the removal of a Director 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.

Section 8. Compensation, Reimbursement, Employment of Relatives

1. Directors shall be entitled to compensation fixed by the Board and to reimbursement for expenses incurred by them in the performance of their duties. Reimbursement to directors for expenses incurred while performing duties as such may be made either (1) by payment of the actual amount of such expenses upon presentation of an itemized account therefor, or (2) by the payment of such fixed sum for each occasion involving the performance of duties for the Association as may be authorized and deemed reasonable by the Board of Directors. No close relative of any Director shall receive compensation for serving the Association unless the payment and amount shall be specifically authorized by a vote of the Members of the Association or the service by such close relative shall have been certified by the Board of Directors as an emergency measure.
2. "Close Relative" Defined. As used in these By-laws, "close relative" means a person who by blood or inlaw, including step and adoptive kin, is either a spouse, child, grandchild, parent, grandparent, brother, sister, aunt, uncle, nephew, or niece of the principal.

Section 9. Indemnification & Liability Insurance

1. On the terms and conditions hereinafter stated, the Association or its insurers shall indemnify any director, officer, or employee of the Association, including any former director, officer, or employee of the Association, who is or was a party or is threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by virtue of their position within the Association, for expenses, claims, liabilities, costs, judgments, fines, including attorney's fees reasonably incurred or imposed upon such person in connection with such actual or threatened action, suit, proceeding, or investigation and against any amount reasonably and with prior approval of the Board of Directors of the Association paid in settlement of any such actual or threatened suit, action or proceeding if:
   1. The action complained of was undertaken in good faith; and
   2. It was in good faith believed that:
      1. Actions taken in any official capacity of the Association were in its best interests;
      2. Conduct in any other capacity was at least not opposed to the Association's best interests; and
      3. In the case of any criminal proceeding, there was no reasonable cause to believe the conduct was unlawful.

The termination of a proceeding by judgment, order, settlement, or conviction is not, of itself, determinative as to whether the requisite standard of conduct has been met.

2. The purpose of this provision is to remove any financial risk in connection with the good faith service of a director, officer, or employee, and to this end the Association shall secure and maintain adequate liability insurance governing such indemnification, expenses, and attorneys’ fees to the extent that it is reasonably available as determined by the Board and other provisions to the contrary notwithstanding, such indemnification as herein provided shall be provided at least to the extent of any applicable insurance coverages.
3. The Association may pay for or reimburse the reasonable expenses incurred by a director, officer, employee, or manager who is a party to a proceeding in advance of final disposition of the proceeding if:
   1. The individual furnishes the Association a written statement of their good faith belief that they have met the standard of conduct described above;
   2. A determination is made that the facts then known to those making the determination would not preclude indemnification.
4. The provisions of this Section shall be inapplicable to any action brought by the Association against any officer or director otherwise indemnified hereunder or in connection with any other proceeding charging improper personal benefit to the one so charged, whether or not involving action in an official capacity, in which they are adjudged liable on the basis that personal benefit was improperly received
5. The provisions of this section shall be applicable to actions or proceedings commenced after the adoption hereof, whether arising from acts or omissions occurring before or after the adoption hereof, and to any such officers or directors who should hereinafter cease to be officers and directors, and shall inure to the benefit of their heirs and legal representatives.

Article V - Meeting of Directors

Section 1. Regular Meetings

Regular meetings of the Board of Directors shall be held monthly at such time and place as the Board of Directors may provide by Resolution. Such regular monthly meeting may be held without notice or other than such Resolution fixing the time and place thereof. A regular meeting of the Board of Directors may be held immediately following an annual meeting of the Members. If such meeting is held, it shall be held at the office of the Association.

Regular meetings of the Board of Directors shall be open to the Members of the Association unless the Board goes into executive session. Meetings of the Board of Directors shall not be open to nonmembers except upon express invitation of the Board. Executive sessions which are not open to Members may be held when the Board of Directors discusses any of the following:

1. transaction of business and discussion of personnel matters concerning the character, professional confidence, or physical or mental health of a person;
2. strategy sessions or negotiations with respect to prospective litigation, litigation, or issuance of an appealable order when an open meeting would have a detrimental effect on the litigating position of the Association;
3. transaction of business and discussion regarding the report, development, or course of action regarding security personnel, plans, or devices;
4. investigative proceedings regarding allegations of misconduct or violation of law;
5. cases of extraordinary emergency which would pose immediate or irrevocable harm or damage to persons and/or property;
6. transaction of business and discussion regarding the prospective purchase, sale or leasing of lands or the negotiations for or acquiring of easements or rights-of-way;
7. transaction of and/or discussion of negotiations regarding the location, relocation, or expansion of Association facilities;
8. discussion of terms of employment or termination of employees;
9. discussion of such matters as would be recognized by the courts as legally privileged, or matters for which legal advice is being sought or which might involve the theories, mental impressions and/or work product of counsel; and
10. any other business which the Board in its discretion deems to be of a sensitive nature or not yet ripe for public consumption.

Members of the Association may address the Board at a regular meeting regarding any suggestions for better service, grievances, or any other matter affecting the Association, provided that the Member has at least 30 days in advance of the meeting executed a written request, in a form and manner prescribed by the Association, which will include the subject matter to be addressed and provide such information as is necessary to enable the Association to investigate the matter. The President or acting president of the Board of Directors may limit the format and length of any Member or nonmember's presentation. The Board of Directors may defer any presentation by a Member to the next scheduled Board meeting due to the number of Members seeking to address the Board of Directors at the meeting, or due to the length of any address or addresses. A nonmember of
the Association may not address the Board of Directors unless specifically invited by the Board of Directors, after executing a written request as provided above.

Section 2. Special Meetings

Special meetings of the Board of Directors may be called by the President or by any 3 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 for the holding of the meeting.

Section 3. Notice of Directors' Meetings

Written or electronic notice of the time, place, and purpose of any special meeting of the Board of Directors shall be delivered to each Director not less than 5 days previous thereto either personally or by mail or electronic means, by or at the direction of the Secretary, or upon default in duty by the Secretary, by the President or the Directors calling the meeting. If mailed, such notices shall be deemed to be delivered when deposited in the United States Mail addressed to the Director at his address as it appears on the records of the Association 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; provided further that the Secretary shall notify any absent Director of the time and place of such adjourned meeting. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. The President of the Board of Directors may allow a Director to attend, in his judgment, any such meeting by electronic or telephonic means, and such attendance if allowed shall count toward the quorum requirement.

Article VI - Officers

Section 1. Number

The officers of the Association shall be the President, Vice President, Secretary, Treasurer, and such other officers as may be determined by the Board of Directors from time to time. The same person may hold the offices of Secretary and Treasurer.

Section 2. Election & 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 immediately 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 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 a majority of the Board of Directors whenever in its judgment the best interests of the Association will be served thereby. In addition, any Member of the Association may bring charges against an officer and by filing with the Secretary such charges in writing together with a petition signed by 10% of the Members, may request the removal of such officer. The officer against whom such charges have been brought shall be informed in writing of the charges at least 10 days prior to the Board 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.

Section 4. President

The President shall:

1. Be the principal executive officer of the Association 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;
2. 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 By-Laws to some other officer or agent of the Association or shall be required by law to be otherwise signed or executed; and
3. 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 time to time.

Section 5. Vice President

In the absence of the President, or in the event of his inability or refusal to act, the Vice President 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:

1. Keep the Minutes of the meetings of the Members and of the Board of Directors in one or more books provided for the purpose;
2. See that all notices are duly given in accordance with these By-Laws or as required by law;
3. Be custodian of the Association records and of the Seal of the Association and affix the Seal of the Association to all documents necessary prior to the issue thereof and to all documents, the execution of which on behalf of the Association under its Seal is duly authorized in accordance with the provisions of these By-Laws;
4. Keep on file at all times a complete copy of the Articles of Incorporation and By-Laws of the Association containing all amendments thereto (which copy shall be open to the inspection of any Member) and at the expense of the Association may forward a copy of the By-Laws and all amendments thereto to each Member; and (e) 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:

1. Have charge and custody of and be responsible for all funds and securities of the Association;
2. Be responsible for the receipt of and the issuance of receipts for all moneys due and payable to the Association and for the deposit of all such moneys in the name of the Association in such bank or banks as shall be selected in accordance with the provisions of these By-Laws; and In general, perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board of Directors.

Section 8. Manager

The Board of Directors may appoint a Manager who may be, but who shall not be required to be, a Member of the Association. The Manager shall perform such duties and shall exercise such authority as the Board of Directors from time-to-time vest in him.

Section 8.5. General Counsel

The Board of Directors may select and appoint an attorney to serve as General Counsel to the Association who may be, but who shall not be required to be, a Member of the Association. The General Counsel shall advise the Board in the best interest of the Association and its Members and shall perform such duties and shall exercise such authority as the Board of Directors from timeto-time vest in him.

Section 9. Bonds of Officers

The Treasurer and any other officer or agents of the Association 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 Association to give bond in such amount and with such surety as it shall determine.

Section 10. Compensation

The Board of Directors shall fix the powers, duties, and compensation of officers, agents, and employees, subject to the provisions of these By-Laws with respect to compensation for Directors and close relatives of Directors.

Section 11. Reports

The officers of the Association shall submit to each meeting of the Members reports covering the business of the Association for the previous fiscal year. Such reports shall set forth the condition of the Association at the close of such fiscal year.

Article VII - Revenues & Receipts

Subject to the provisions of any mortgage or deed of trust given or assumed by the Association, the Board of Directors shall, after the expiration of each fiscal year and after paying or making provisions for the payment of all obligations and expenses of the Association properly chargeable against its revenues and receipts for such fiscal year, apply the unexpended revenues and receipts for such fiscal year:

First - To the establishment and maintenance of a general reserve fund for working capital to provide, among other things, for insurance, taxes, maintenance, improvements, new construction, and contingencies in an amount which the Board of Directors shall deem reasonable; and

Second - To the establishment and maintenance of a reserve for the payment of interest on and principal of all outstanding notes, bonds, or other evidences of indebtedness issued, or the payment of which shall have been assumed, by the Association, in the amount which shall not be less than an amount equal to the total of the interest and principal payments required to be made during the following fiscal year in respect of such notes, bonds or other evidences of indebtedness.

Such application shall be made within 90 days after the expiration of each fiscal year, and all revenues and receipts for such fiscal year not needed for the foregoing purposes, if any, shall, as and when determined by the Members, be applied by the Board of Directors for the following purposes:

1. Utilized for the purposes of reducing, minimizing or maintaining rates, and only thereafter, and only to the extent allowed by the Tennessee Valley Authority, for distribution among the Members in proportion to their patronage during the fiscal year in which such revenues and receipts were received; provided, however, that any sum available for distribution to a Member as aforesaid shall be first applied against any Member's indebtedness, if any, to the Association.

Article VIII - Disposition of Property

Sale or Lease of Assets of the Association:

Vote of the Members Not Required

The Board of Directors may, without authorization of the Members, sell, mortgage, lease, or otherwise encumber or dispose of:

1. any of its property which, in the judgment of the Board of Directors, is neither necessary nor useful in operating and maintaining the Association's system in which in any 1 year shall not exceed 10% in value of all of the property of the Association, or merchandise.
2. The Board of Directors of the Association, without authorization by the Members thereof, shall also have full power and authority upon the affirmative vote of 2/3 of the Members constituting the full board 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 of the property, assets, rights, privileges, licenses, franchises and permits of the Association, 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 upon the affirmative vote of 2/3 of the Members constituting the full board shall determine, to secure any indebtedness of the Association to the United States of America or any instrumentality or agency thereof, or to a national financing institution, organized on a cooperative plan for the purpose of financing its Members' programs, projects and undertakings, in which the Association holds Membership.

Vote Required

1. For property of the Association to be sold, leased, or disposed of other than in Section above, the same must be first authorized by the affirmative vote of at least 60% of the Members of the Association.
2. Any proxy authorizing a vote for or against a proposal to sell, lease, or otherwise dispose of property of the Association must satisfy the requirements set by the Securities and Exchange Commission Rule 14A-4.  Any proxy authorizing a vote for or against a proposal to sell, lease, or otherwise dispose of property of the Association obtained prior to the date notice is mailed shall be deemed invalid for purposes of determining whether the required Member vote pursuant to this Section has been obtained.

Procedural Requirements

1. A proposal to sell property of the Association may be considered and voted on at the annual meeting of Members or a special meeting of Members called for such purpose. A meeting of the Members of the Association for the purpose of considering and voting upon the sale, lease, or other disposition of property of the Association to a particular Purchaser or to any person controlling, controlled by, or under common control with such Purchaser (an "Affiliate") shall not be held more than once in any 12 month period.
2. In order for any proposal to sell, lease, or otherwise dispose of property of the Association to be properly brought before an annual or special meeting of the Members, the requirements of Mississippi Code Annotated § 77-5-237 must be met, and in addition the following requirements must be satisfied:
   1. The Association must have provided written notification of the offer of purchase to any lender desiring to receive such notification or to any generation and transmission association of which the Association is a Member. The notification of the offer of purchase must contain all of the information provided to the Association, its management, and Board of Directors, or which is filed with the Public Service Commission.
   2. The disclosure required by Mississippi Code Annotated § 77-5-237 and any additional disclosure required by these bylaws must have been received in a form to allow management and the Board of Directors ample opportunity to review same.
   3. The Purchaser must have agreed in writing to assume those obligations of the Association as required by Mississippi Code Annotated § 77-5-237, and other provisions of these bylaws.
   4. The Purchaser must have agreed in writing to indemnify the Association and its Members against any damage, liability, or loss (including, without limitation, reasonable attorneys' fees, interest, penalties, judgments, and amounts paid in settlement of, any claim, suit, action, or proceeding) sustained, incurred, paid or required to be paid by the Association arising out of any act or omission of the Association or Purchaser occurring before or after the sale of property of the Association to the Purchaser.

Required Disclosure

Any Purchaser shall prepare and deliver to the Board of Directors of the Association a written disclosure statement containing the following information and documents:

1. that information as required by Mississippi Code Annotated § 77-5-237;
2. any plans or proposal of the Purchaser or an Affiliate of the Purchaser concerning the future conduct of the business of the Association including, but not limited to:
   1. Resale of any of the property of the Association;
   2. Termination of employment of persons employed by the Association
   3. Changes in benefits of employees of the Association under any employee benefit plan;
   4. Changes in rates for electricity to be charged in the service area served by the Association; and
   5. Any reduction in service, change in service area, or requirements as to minimum charges which would affect Members of the Association;
3. an opinion of counsel to the Purchaser setting forth the tax consequences of the acquisition to the Association and its Members; and
4. any other information which a reasonable person would consider important in deciding whether to vote for approval of a proposal to sell, lease, or otherwise dispose of the property of the Association.

Competing Bid Disclosure

Any competing bids given to the Association Members of the proposed purchase shall include any other offers to purchase received from any lender of the Association or any generation and transmission association of which the Association is a Member and shall include the terms of the offer and such other information as the lender or generation and transmission association may request to be transmitted to the Members and which is material to the future generation of the assets to be purchased.

Effect of Noncompliance

Any sale, lease, or other disposition of the property of the Association that is not affected in strict compliance with the provisions of Mississippi Code Annotated § 77-5-237 and the provisions of Procedural Requirements, as above set forth, and all Bylaws of the Association, shall be void. Any Purchaser or Affiliate of a Purchaser which in providing the disclosure required by said Procedural Requirements and Required Disclosure and Competing Bid Disclosures as above set forth, or in any other communication with the Members of the Association, written or oral, makes false or misleading statements concerning material facts or omits information necessary to make the information disclosed not misleading shall be liable to the Association and its Members for any damages incurred thereby, including, but not limited to, the difference in the consideration paid for the property of the Association by the Purchaser and the fair value of such property and any increases paid or to be paid in the future for electricity by the Members of the Association.

Non-Application to Consolidation

The provisions of Article VIII do not apply to the consolidation of associations effectuated pursuant to Mississippi Code Annotated § 77-5-217.

Severability

If any section of Article VIII, or any provision thereof, is determined by any court to be invalid, such invalidity shall not affect the validity of the other sections or provisions of this Article

The Corporate Seal of the Association shall be in the form of a circle and shall have inscribed thereon the name of the Association and the words:

"Corporate Seal, Mississippi".

Article X - Financial Transactions

Section 1. Contracts

Except as otherwise provided in these By-Laws, the Board of Directors may authorize any officer or officers, agent or agents to enter into any contract or execute and deliver any instrument in the name and on behalf of the Association, and such authority may be general or confined to specific instances.

Section 2. Check, Drafts, Etc.

All checks, drafts, or other orders for the payment of money, and all notes, bonds or other evidence of indebtedness issued in the name of the Association shall be signed by such officer, or officers, agent or agents, employee or employees of the Association 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 Association shall be deposited from time to time to the credit
of the Association in such bank or banks as the Board of Directors may select.

Section 4. Change in Rates

Written notice shall be given, if required, to the Tennessee Valley
Authority and/or if applicable to the Administrator of the Rural Electrification Administration of the United
States of America not less than ninety (90) days prior to the date upon which any proposed change in the rates
charged by the Association for electric energy becomes effective.

Section 5. Fiscal Year

The fiscal year of the Association shall begin on the first day of July of each
year and shall end on the thirtieth day of June of the next year.