rays are not regulated by the mississippi public service commission or any other regulatory authority in the state and if it is nonprofit and member owns the only revenue the pre amendment version that applause and then the nd do not let me just interrupt you on that for just a minute i mean i don't mean to cut off your training thought on that specific point if we should determine making various arguments and calling attention to some of the origins twenty eight jan a is reserved for you discover some supplemental authority usually a brand new case or a recent change in the allocated that revenue to the stench for really committed categories and fences and reserves and it's everything that's left over and we know that there is more than p the powers that have been granted to it by the mississippi legislature this is a rather simple case the district court she affirmed because they recognize you don't really impressed us by trying to poison the well with that count of overblown statement at the beginning where we're dealing with a specific statute course there is the question of which that you apply as in with the specific facts of the case and not what you think these players are or are up to zero and one of the things that our court always tries to avoid is to reach a result that seems absurd and the amount of money here that's being retained seems on its face absurd it may be there it's limited by the statute and that there's nothing we can or should a do about that dollars of equity out of the co op they that they claim that amount is related to the minimum that the federal regulations alas the cooperative to to keep it so that it's not in it doesn't have issues with its loan commitments and loan regulations i think it's important to look at the  focus on the power and the discretion that has been given to the board by the statutes themselves st and seven hundred and seventy five thousand two hundred and twenty three gives the board the discretion to do all things necessary and convenient in conducting the business of the corporation including but not limited to amending the bylaws for the management of the association and also related to the yes your honor the plaintiffs do not have any vested right to demand capital out of the cooperative under however the old statute or the current statute which was in place before the plaintiff ever even filed this case under both of those statutes the board has the discretion to establish reserves and determine what if any access needs to be returned to the the that is certainly the argument for that we have here yes there is no vested right we see that in from the mississippi supreme court in the clark case the clark county vs reed case for example where the court made clear that equity credits on the books of a cooperated are not presently doing payable in other words a member cannot come to the cooperate of and demand it's actually out they the plaintiffs under that this is a situation as counsel opposite it just told us and agreed where their cause of action exists solely because of a statue and in those instances when the statute has been amended before it's been either reduced to a final judgment or they wouldn't abrogate a vested right the amendment is what applies and because the amendment applies there's there's two reasons why they they don't have to have failed to state a claim one is because they don't have a vested right in the equity that they're demanding secondly as opposing counsel mentioned the board has discretion in the method that it can use to make those returns and they you know have conceded that they don't have a claim under that amended statue of discretion  allegations in this complaint instead are that the members disagree with what they think that the board has done in other words they think that it would be reasonable d and their minds to have no more than thirty percent misallocated or that this article say the reserves that's right there's no there's no allegations in the complaint that the board has abused its discretion as the district court pointed out this is there there is not allegations that for example the board determined that certain amounts of equity needed to be returned and yet had failed to do so it is just simply the plaintiffs indicating that they feel what would be a reasonable amount is to have thirty percent in the statute just actually what the court has i'm sorry what the cooperative has reserved in the capital accounts of the members if we look at the by laws that the board has the authority to adopt and amend those bylaws indicate that the amounts in order to be a nonprofit in fact the amounts that are allocated to the members are all amounts that exceed the operating costs and expenses that is not that's very different than the amount that the statute that we're talking about here today addresses so and this gets to judge smith your question about what the reasonableness says because just because  they are saying that there is two hundred and forty eight million dollars in assets that are on the books of the cooperate of that is not the excess earnings as plaintiff has been using the terms that is related to the statu and here is why when a co operative allocates the capital on to the books of the members it doesn't take out for any of these reserves it doesn't it ringback can that under in order to be a nonprofit so it is allowed  then take that capital that it is allocated to the members where it is gone above and beyond what this statute would require and use that those funds for the various purposes that are set out here and what we're contending is that they're under the statute itself and we have to give you know we have to look at the clear the clear words of the statute it doesn't set any kind of limits or cab on that amount of federal debt that it's going to have and the amount of capital that it's going to raise from its members in use and that's what the board has the you know prudent decision making power to be able to decide what the plaintiffs want is to shift that they want to have the amount of capital brought down to thirty percent which is going to increase the amount of debt that the cooperate is going to have to take on in addition to the amount of interest expense that it's going to have to take on which is sufficient to plead a plausible claim on the statute and we would contend that they are not because of the multiple levels of discretion that are embedded and granted to the board by the statutes and specifically also that the newer version the current version of the statute applies and which as opposing counsel said they can see they do not have a case under i think it's very important to know that the mississippi supreme court just this year and looking at these exact cases there's eight of them that have been brought in and looking at another one of those cases the mississippi and that was the birds over so southwest cooperative case the mississippi supreme court applied the new version of this statute so they've already to these very cases apply the new version they've quoted it in the opinion that that they issued in that so the board made members themselves so in order to be a director you have to be a member of the cooperate of and they are elected to serve in that capacity by other members themselves so if the plaintiffs for example did not agree with the the revenue equity level that the cooperative is maintaining they certainly through the statutory process could themselves decide to run to be on the board and effectuate change in that regard it's just simply that the they they can't read requirements into the statute that are that are simply not there cooperative that are in the record as well another case that i think is important in addition to the clark mississippi clark case that said that a member doesn't have the right to demand equity out of the cooperative so another case that is important here that the plaintiffs ignore is the rd circuit case says versus r e a energy co op this is another example of these cases that have been filed where the member was disagreeing with the amount of equity that the cooperative was maintaining that case is important because the statute in pennsylvania is the same to statute that is in mississippi when it comes to the discretion that is given to the board it's got identical language that the board can reserve for improvements new construction depreciation and contingencies as the board may from time to time prescribe and that case held as we mentioned in our briefs that the there was no violation of the statute because of the discretion that was afforded to the board through the statute they also pointed out a as an additional argument for why there was no viable claim a by law provision that was in both that cooperatives bylaws and it is in the bylaws of southern pine and that that all such amounts credit to the accounts the capital account of a patron shall have the same status as though they have been paid to the patron in cash pursuant to a legal obligation to do so and the patron then furnish the co operative corresponding amounts of capital so the court found that that that by law provision did not conflict with the statute and that if there was any any obligation for the board to make a return that it had satisfied that through its contractual agreement with the plaintiff to to give that money and then as and then have the member give that back to the  the bottom line here is that the legislature granted a substantial amount of discretion to the board they did it under the old statute and they did it under the new statute the new statute applies in this case because there is not a vested right no cause of action has also accrue for the same reason that there is no vested right therefore that statute applies and either one plaintiff that not allege a bible claim and a district court decision should be a thermos and unless there's any other not ninety also reflects the other expenses of two hundred and six million and two hundred and two million go back to the clark county case very quickly the c