MENU BYLAWS DIVERSE POWER BYLAWS Revised November 16, 2017 BYLAWS OF DIVERSE POWER INCORPORATED, AN ELECTRIC MEMBERSHIP CORPORATION ARTICLE I MEMBERSHIP Section 1.01. Eligibility and Requirements for Membership Any natural person, firm, association, corporation, business, trust, partnership, federal agency, state or political subdivision thereof, or body politic (each hereinafter referred to as “person”, “applicant”, “him”, or “her”) may become a member of Diverse Power Incorporated, An Electric Membership Corporation (hereinafter called the “Cooperative”) in order to receive retail electric service by: (a) applying for membership in the Cooperative; and (b) paying all membership fees, service connection fees, account establishment fees, and service deposits requested by the Cooperative; PROVIDED, however, that no applicant may become a member unless and until applicant has been accepted for membership by the Board of Directors or the members as hereafter provided. Also, any person upon receipt of a contract, approved by the Board of Directors in its discretion, for wholesale electric service may become a member by paying the membership fee and executing the contract as approved by the Board of Directors in its discretion. No member may hold more than one membership in the Cooperative, and no membership in the Cooperative shall be transferable, except as provided in these Bylaws. All applications for membership shall be in writing except for the applications of Temporary Members made pursuant to Section 1.02 of this Article. Section 1.02. Application for Membership; Temporary Membership An applicant may apply by telephone or by other means of communication to receive retail electric energy service from the Cooperative as a Temporary Member if: (i) such applicant is not indebted to the Cooperative; and (ii) the Cooperative is able to provide service to the applicant without the construction or repair of any facilities. Upon the initiation of service pursuant to this Section, the applicant shall become a Temporary Member of the Cooperative. Temporary Members shall not enjoy any of the rights or privileges of membership in the Cooperative, but may receive electric energy from the Cooperative through the tenth business day from the initiation of such service. Thereafter, the status of applicant as a Temporary Member shall cease and the Cooperative shall be authorized to immediately discontinue service and to collect for such service already provided, unless a signed written application for membership, on a form prescribed by the Cooperative, has been submitted and the applicant has been accepted for membership by the Cooperative. Electronic signatures, consistent with the provisions of the Uniform Electronic Transactions Act or substantially similar acts, shall be sufficient to establish that an application has been signed by the applicant. All applications for membership for retail electric service shall constitute an agreement by the applicant to purchase electric power and energy from the Cooperative and to be bound by and to comply with all of the provisions of the Cooperative’s Articles of Incorporation and Bylaws, and all rules, regulations and rate schedules established pursuant thereto, as all the same then exist or may thereafter be adopted or amended (the obligations embraced by such agreement being hereinafter called “Membership Obligations”). Members shall (1) pay for all service consumed at the full applicable rate; (2) monitor their bills and notify the Cooperative of any discrepancies; and (3) pay any amounts to be determined to be due as a result of underbilling, regardless of whether such underbilling resulted from the Member’s conduct or not. In addition, as a part of the membership in the Cooperative, $6.00 a year (which amount may be amended by the Board of Directors to reflect any changes in cost) shall be allocated to sending each member the Georgia Magazine. With respect to any particular classification of service for which the Board of Directors shall require it, such applications shall be accompanied by a supplemental contract, executed by the applicant on such form as is provided therefor by the Cooperative. Section 1.03. Membership Fee: Service Security Deposit; Contribution in Aid of Construction; Service Connection Fee The applicant shall pay such membership fee as shall be established by the Board of Directors (together with any service security deposit or contribution in aid of construction, or both, if required by the Cooperative), for which the members shall be entitled to one initial retail service connection. A service connection fee, in such amount as shall be fixed by the Board of Directors (together with a service security deposit or a contribution in aid of construction, or both, if required by the Cooperative), shall be paid by the member for each additional connection. Section 1.04 Waiver of Membership Procedures and Requirements. If the Cooperative learns that it is providing electric service to a person who has not complied with the foregoing procedures and requirements for membership, the Cooperative may either waive such requirements and accept the person as a member; or, if the member fails to comply with the procedures and requirements of membership within five (5) days after written request, the Cooperative may terminate all electric service to the premises of such person to which electric service is provided. Section 1.05 Exceptions to Membership Procedures and Requirements. Notwithstanding the foregoing, an eligible person is automatically a member of the Cooperative and consents to being a member upon: (a) initially using or requesting to use electric service provided by the Cooperative; and (b) receiving written notice from the Cooperative that electric service has been or is to be provided by the Cooperative, which notice includes direction to where the bylaws and the service rules and regulations may be accessed on the Cooperative’s website, along with contact information should a person wish to receive a printed copy thereof, and further states, in substance: (1) that the person is automatically a member and is deemed to consent to being a member and being bound by the Cooperative’s bylaws and service rules and regulations as they may be hereafter adopted or amended, upon initially using or requesting to use electric service provided by the Cooperative; and (2) that unless the person notifies the Cooperative in writing within ten (10) days of the Cooperative providing such notice, that such person does not consent to being a member, then the consent of the person shall be conclusively presumed. Section 1.06 Retroactive Membership Upon discovery that the Cooperative has been furnishing electric service to any person other than a member, it may cease furnishing such electric service unless such person applies for membership in the Cooperative, and complies with the foregoing membership procedures and requirements or becomes a member pursuant to Section 1.05. The membership shall be effective retroactively to the date on which such person first began receiving such electric service. The Cooperative, to the extent practicable, shall correct its membership records and all related records accordingly. Section 1.07 Joint Membership A husband and wife, after specifically so requesting in writing, may be accepted in a joint membership, or, if one of them is already a member, convert such membership into a joint membership. The words “member”, “applicant”, “person”, “his”, “him”, “her”, and “hers” as used in these bylaws, shall include a husband and wife applying for or holding a joint membership, unless otherwise clearly distinguished by the context; and all provisions relating to the rights, powers, terms, conditions, obligations, responsibilities and liabilities of membership shall apply equally to them. Without limiting the generality of the foregoing: (a) The presence at a meeting of either or both shall constitute the presence of one member. Said member shall receive only one ballot. The presence of either shall constitute a joint waiver of notice of the meeting; (b) The vote of either or both shall constitute, respectively, one joint vote; (c) Notice to, or waiver of notice signed or otherwise effected by, either or both shall constitute a joint notice or waiver of notice; (d) Suspension or termination in any manner of either shall constitute suspension or termination of the joint membership; and (e) Each, but not both concurrently, shall be eligible to serve as an officer or director of the Cooperative, but only if both meet the qualifications therefor. Section 1.08 Acceptance into Membership Upon complying with all the requirements as set forth in this Article, any applicant shall be accepted as a member and shall become eligible to receive retail electric service from the Cooperative unless the Board of Directors shall determine that such applicant is not willing or is not able to satisfy and abide by the Cooperative’s terms and conditions of membership or that such application should be rejected for other good cause. Section 1.09 Purchase of Electric Power and Energy The Cooperative shall use its best efforts to furnish its members with adequate and dependable retail electric service, although it cannot and does not guarantee a continuous and uninterrupted supply thereof and each member, for so long as the premises are owned or directly occupied or used by such member, shall purchase from the Cooperative all central station electric power and energy purchased for use on all premises to which retail electric service has been furnished by the Cooperative pursuant to such membership, unless and except to the extent that the Board of Directors may in writing waive such requirement, and shall pay therefor at the times, and in accordance with the rules, regulations and rate schedules (including any monthly minimum amount that may be charged without regard to the amount of electric power and energy actually used) established by the Board of Directors, and if in effect, in accordance with the provisions of any supplemental contract that may have been entered into as provided for in Section 1.02. Production or use of electric energy on such premises, regardless of the source thereof, by means of facilities which shall be interconnected with Cooperative facilities, shall be subject to appropriate regulations as shall be fixed from time to time by the Cooperative. Each member shall also pay all other amounts owed to the Cooperative as and when they become due and payable. When a member has more than one service connection from the Cooperative, any payment for service to the Cooperative shall be allocated and credited on a pro rata basis among the member’s outstanding accounts for all such service connections, notwithstanding that the Cooperative’s actual accounting procedures do not reflect such proration. Section 1.10 Excess Payments to be Credited as Member Furnished Capital All amounts paid for electric service in excess of the cost thereof shall be furnished by members as capital. Each member shall be credited with the capital so furnished as here after provided in Article X of these bylaws. Section 1.11 Wiring of Premises; Responsibility Therefor; Responsibility for Meter Tampering or Bypassing and for Damage to Cooperative Properties Each member shall cause all premises receiving retail electric service pursuant to such membership to become and remain wired in accordance with the specifications of the Georgia Insurance Service Office, The National Electric Safety Code, the Fire Insurance Underwriters’ Association, any government or governmental agency having authority to prescribe such specifications and the Cooperative. Each member shall be responsible for, and shall indemnify the Cooperative and any other person against death, injury, loss or damage resulting from any defect in or improper use or maintenance of such premises and all wiring and apparatus connected thereto or used thereon. Each member shall make available to the Cooperative a suitable site, as determined by the Cooperative, whereon to place the Cooperative’s physical facilities for the furnishing and metering of retail electric service and shall permit the Cooperative’s authorized employees, agents and independent contractors to have access thereto for inspection, maintenance, replacement, relocation or repair thereof at all reasonable times. As a part of the consideration for such service, each member shall be the Cooperative’s bailee of such facilities and shall accordingly desist from interfering with, impairing the operation of or causing damage to such facilities, and shall use his best efforts to prevent others from so doing. In the event such facilities are interfered with, impaired in their operation or damaged by the member, or by any other person when the member’s reasonable care and surveillance could have prevented such, the member shall indemnify the Cooperative and any other person against death, injury, loss or damage resulting therefrom, including but not limited to the Cooperative’s cost of repairing, replacing or relocating any such facilities and its loss, if any, of revenues resulting from the failure or defective functioning of its metering equipment. In no event shall the responsibility of the Cooperative extend beyond the point at which its service wires are attached to the meter loop provided for measuring electricity used on such premises, except that the Cooperative shall, in accordance with its applicable service rules and regulations, indemnify the member for any overcharges for service that may result from malfunctioning of its metering equipment. Section 1.12 Member to Grant Easement to Cooperative if Required Each member shall, upon request by the Cooperative, execute and deliver to the cooperative grants of easement or right-of-way over, under and on such lands owned or leased by the member, and in accordance with such reasonable terms and conditions, as the Cooperative shall require for the furnishing of retail electric service to him or other members or for the construction, operation, maintenance or relocation of the Cooperative’s electric facilities. Section 1.13 Wholesale Electric Service If the Board of Directors, in its sole discretion, approves a contract for wholesale electric service, any such contract shall provide for such service at cost. ARTICLE II MEMBERSHIP SUSPENSION AND TERMINATION Section 2.01. Suspension; Reinstatement Upon the failure, after expiration of the initial time limit prescribed either in a specific notice or in the Cooperative’s generally publicized applicable rules and regulations, to pay the amounts due the Cooperative or to cease any other noncompliance with any membership obligations, a person’s membership shall be automatically suspended; and such person shall not be entitled to receive retail electric service from the Cooperative or to cast a vote at any meeting of the members. Payment of all amounts due the Cooperative, including any additional charges required for such reinstatement, and/or cessation of any other noncompliance with membership obligations within the time limit provided in the notice or rules and regulations shall automatically reinstate the membership, in which event the member shall thereafter be entitled to receive electric service from the Cooperative and to vote at the meeting of its members. Section 2.02. Termination by Expulsion; Renewed Membership Upon the failure of a suspended member to be automatically reinstated to membership, as provided in Section 2.01, the member may, without further notice, but only after due hearing if such is requested, be expelled by the affirmative votes of not less than a majority of the directors in office at any subsequently held regular or special meeting of the Board. Any member so expelled may, by delivering written notice to that effect to the Cooperative at least thirty (30) days prior to next meeting of the members, appeal to and be present and heard at such meeting, which may vote approval of such expulsion or disapproval thereof, in which latter event the membership shall be reinstated retroactively to the date of suspension. After any finally effective expulsion, the expelled member may not again become a member except upon new application therefor duly approved as provided in Section 1.05. The Board of Directors, upon principles of general application in such cases, may establish such additional terms and conditions for renewed membership as it determines to be reasonably necessary to assure the applicant’s compliance with all membership obligations. Section 2.03. Termination by Withdrawal or Resignation A member may withdraw from membership upon such generally applicable conditions as the Board of Directors shall prescribe and upon either (a) ceasing to (or, with approval of the Board of Directors, resigning his membership in favor of a new applicant who also shall) own or directly occupy or use all premises being furnished electric service pursuant to such membership or (b) except when the Board of Directors specifically waives such a condition, abandoning totally and permanently the use of central station electric service on such premises. Section 2.04. Termination by Death or Cessation of Existence; Continuation of Membership in a Remaining Partner Except as provided in Section 2.06, the death of an individual human member shall automatically terminate such membership. The cessation of the legal existence of any other type of member shall automatically terminate such membership: PROVIDED, that upon the dissolution for any reason of a partnership, or upon the withdrawal or addition of any individual partner, such membership shall continue to be held by the remaining partner or partners, including any additional partners, who continue to own or directly occupy or use the premises being furnished electric service pursuant to such membership. Section 2.05. Effect of Termination Upon the termination in any manner of a person’s membership, such person or his or her estate, as the case may be, shall be entitled to a refund of the membership fee and the service security deposit(s), if any, previously paid to the Cooperative, less any amounts due the Cooperative; but neither such person or estate, as the case may be, shall be released from any debts or other obligations then remaining due the Cooperative. Notwithstanding the suspension or expulsion of a member, as provided for in Sections 2.01 and 2.02, such suspension or expulsion shall not, unless the Board of Directors shall expressly so elect, constitute the release of such person from his membership obligations so as to entitle him to purchase from any other person any central station electric power and energy for use at the premises to which such service has theretofore been furnished by the Cooperative pursuant to such membership. Termination shall not affect the obligations of the Cooperative or Members receiving wholesale electric service or other contractual service pursuant to a separate contract approved by the Board of Directors in its discretion. Section 2.06. Effect of Death, Legal Separation or Divorce Upon a Joint Membership Upon the death of either spouse in 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 Cooperative. Upon the divorce or separation of spouses making up a joint membership, such membership shall continue to be held solely by the one who continues directly to occupy or use the premises covered by such membership, in the same manner and to the same effect as though such membership had not been joint: PROVIDED, that the other spouse shall not be released from any debts due the Cooperative. ARTICLE III MEETING OF MEMBERS Section 3.01. Annual Meeting The annual meeting of the members shall be held during the month of May of each year at such place within a county served by the Cooperative, as selected by the Board of Directors and which shall be designated in the notice of the meeting, for the purpose of electing board members, passing upon reports for the previous fiscal year and transacting such other business as may come before the meeting. It shall be the responsibility of the Board of Directors to make adequate plans and preparations for the annual meeting. Failure to hold the annual meeting at the designated time shall not work a forfeiture or dissolution of the Cooperative. Section 3.02. Special Meeting Special meetings of the members may be called by resolution of the Board of Directors, or upon a written request signed by any three board members, by the Chairman or by 10 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 one of the counties served by the Cooperative as designated by the Board of Directors and shall be specified in the notice of the special meeting. Section 3.03. Notice of Member Meetings Written or printed notice of the place, day and hour of the meetings, and, in the case of a special meeting or of an annual meeting at which business requiring special notice is to be transacted, the purpose or purposes of the meeting, shall, except as provided in Article XII, be delivered to each member not less than five (5) nor more than ninety (90) days before the date of the meeting, either personally or by mail, by or at the direction of the Secretary or, upon the Secretary’s default in this duty, by those calling it in the case of an annual meeting whose time, place and date have actually been fixed by the Board of Directors. No proposal to amend the Cooperative’s charter, or to dissolve the Cooperative, or to consolidate or merge the Cooperative with another corporation, or any matter the carrying of which, as provided by law or these bylaws, requires the affirmative votes of at least a clear majority of all the Cooperative’s then members shall be acted upon at any meeting of the members unless notice of such matter shall have been contained in the notice of the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the member’s address as it appears on the Cooperative’s records, with postage thereon prepaid and postmarked at least seven (7) days before the meeting date, except as provided in Article XII. The incidental and unintended failure to cause any member to receive such notice shall not invalidate any action which may be taken by the members at any such meeting, and the attendance in person of a member at any meeting of the members shall constitute a waiver of notice of such meeting unless such attendance shall be for the express purpose of objecting to the transaction of any business, or one or more items of business, on the ground that the meeting shall not have been lawfully called or convened. Section 3.04. Quorum Attendance in person of at least one hundred fifty (150) members of the Cooperative shall be required for the transaction of business at any meeting of the members. If less than a quorum is present at any meeting, a majority of those present may adjourn the meeting to another time and date not less than thirty (30) days later and to any place within one of the counties named in Section 3.03 in the case of an annual meeting, or within one of the counties named in Section 3.02 in the case of a special meeting; PROVIDED, that the Secretary shall notify any absent members of the new time, date and place of such adjourned meeting by delivering notice thereof as provided in Section 3.03. Section 3.05. Voting Each member in good standing shall be entitled to only one vote upon each matter submitted to a vote at any meeting of the members. Voting by members other than members who are natural persons shall be allowed upon the presentation to the Cooperative, prior to or upon registration at each member meeting, of satisfactory evidence entitling the person presenting the same to vote. At all meetings of the members, all questions shall be decided by a majority of the members voting thereon, except as otherwise provided by law or by the Cooperative’s Articles of Incorporation or these Bylaws. In the case of election of directors, where the number of nominees exceed the number of directors to be elected from a particular district, members shall vote by printed or electronic ballot as prescribed by the Credentials and Election Committee. Section 3.06. Credentials and Election Committee The Board of Directors shall appoint a Credentials and Election Committee to fulfill the duties described in these Bylaws. The Committee shall consist of an uneven number of members not less than five (5) nor more than fifteen (15) who are not members of the Nominating Committee or existing Cooperative employees, agents, officers, directors or known candidates for director, and who are not close relatives or members of the same household of any of the foregoing persons. In appointing the Committee, the Board shall have due regard for the equitable representation of the several areas served by the Cooperative. The Committee shall elect its own chairman and secretary prior to the member meeting. It shall be the responsibility of the Committee: 1) to the extent such responsibility is not specified herein, to oversee and approve the form and content of the ballots for election of Directors and the systems and procedures for distributing, mailing, returning, collecting, verifying and counting same; 2) to count all ballots or other votes cast in any election or in any other matter; 3) to rule upon the effect of any ballots or votes irregularly or indecisively marked or cast; 4) to rule upon all other questions that may arise relating to member voting and the election of directors (including, but not limited to, the validity of petitions of nomination or the qualifications of candidates, the regularity of the nomination, election of directors and the authority of persons voting for members other than natural persons); 5) to pass upon any protest or objection filed with respect to any election of directors or to conduct affecting the results of any such election; 6) to establish or approve and oversee the manner of conducting member registration and voting; and 7) to pass upon all questions that may arise with respect to the registration of members. The Cooperative shall make available to the Committee the advice of counsel and the services of accountants, clerical staff and such members of the Cooperative staff as the Committee may reasonably require in fulfilling its duties. In the event a protest or objection is filed with the Cooperative, any Board officer, or any member of the Committee, concerning any director election, such protest or objection shall be filed in writing during or within the three (3) business days next following the adjournment of the meeting in which the voting was conducted. The Committee shall thereupon be reconvened, upon notice from its chairman, not less than seven (7) days after such protest or objection is filed. The Committee shall hear such evidence as is presented by the protestor or objector, who may be heard in person, by counsel, or both, and any opposing evidence; and the Committee, by a vote of a majority of those present and voting, shall, within a reasonable time but not later than thirty (30) days after such hearing, render its decision, the result of which may be to affirm the election, to change the outcome thereof, or to set the election aside. The Committee may not affirmatively act on any matter unless a majority of the Committee is present. The Committee’s decision (as reflected by a majority of those actually present and voting) on all matters covered by this Section shall be final. Without limiting the foregoing duties and prerogatives of the Committee, on request of the person presiding at the meeting of the members or on the request of any member entitled to vote, such Committee shall make a report in writing of any challenge, question, count, or matter determined by the Committee and execute a certificate as to any fact found by them. Any such report or certificate made by them shall be prima facie evidence of the facts stated and of the vote as certified by them. Section 3.07. Order of Business The order of business at the annual meeting of the members and, insofar as practicable or desirable, at all other meetings of the members shall be essentially as follows: (1) Report on 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 delivery thereof, or of 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 taking any necessary action thereon; (4) Presentation and consideration of reports of officers, directors and committees; (5) Report on election of directors in contested races and election of director in uncontested races; (6) Unfinished business; (7) New business, and (8) Adjournment. Notwithstanding the foregoing, the Board of Directors or the members themselves may from time to time establish a different order of business for the purpose of assuring the earlier consideration of and action upon any item of business the transaction of which is necessary or desirable in advance of any other item of business: PROVIDED, that no business other than adjournment of the meeting to another time and place may be transacted until and unless the existence of a quorum is established. ARTICLE IV DIRECTORS Section 4.01. General Powers The business and affairs of the Cooperative shall be managed by a Board of not less than nine (9) nor more than ten (10) directors which shall exercise all the powers of the Cooperative except such as are by law or by the Cooperative’s Articles of Incorporation or bylaws conferred upon or reserved to the members. Section 4.02. Qualifications Any person shall be eligible to become or remain a director of the Cooperative who: (a) is at least eighteen years of age; (b) is a member of the Cooperative; (c) receives service from the Cooperative within the district such person is elected to represent; (d) has been a member of the Cooperative for at least two years; (e) is not employed by or financially interested in a competing enterprise or one that regularly provides service or supplies to the Cooperative; and (f) has not been employed by the Cooperative for a period of at least two (2) years before his or her term would begin. If it is established that a director is holding office without qualifying under the foregoing provisions, the Board of Directors shall remove such member from office in accordance with law. Notwithstanding the foregoin, the initial director from District 3 shall not be subject to the provisions of Section 4.02(d) above. Nothing contained in this Section shall affect the validity of any action taken at any meeting of the Board of Directors. Section 4.03. Districts The territory served or to be served by the Cooperative shall be divided into three districts, with Directors being elected to represent each district as hereinafter set forth. (a) District 1. This district shall consist of Troup County and Heard County, Georgia as well as Chambers County, Alabama, and shall be represented by five (5) directors. When the seat of an incumbent director should become vacant, or should an incumbent director retire or otherwise fail to seek re-election, then the number shall be reduced to four (4), provided that the total number of directors for the Cooperative would then be nine (9). (b) District 2. This district shall consist of Harris County, Coweta County, Meriwether County and Muscogee County, Georgia and shall be represented by four (4) directors. When the seat of an incumbent director should become vacant, or should an incumbent director retire or otherwise fail to seek re-election, then the number shall be reduced to three (3), provided that the total number of directors for the Cooperative would then be nine (9). (c) District 3. This district shall consist of Calhoun County, Clay County, Quitman County, Randolph County, Terrell County, Stewart County, and Early County, Georgia and shall be represented by one (1) director.” Section 4.04. Election of Directors At each annual meeting of the members, Directors shall be elected to fill the seats of those Directors whose terms are expiring. Voting shall be by secret written ballot which may be mailed or electronically submitted, as hereafter prescribed in this Article; PROVIDED, however, that when the number of nominees does not exceed the number of Directors to be elected from a particular district, balloting may be dispensed with in respect to that particular election and voting may be conducted by voice vote or in any other proper manner. In contested elections, Directors shall be elected by a majority vote of the members voting in said election. Section 4.05. Tenure Directors shall be so nominated and elected that approximately one-third (1/3) of the directors shall be elected for three (3) year terms at an annual member meeting, approximately one-third (1/3) shall be elected for three (3) year terms at the next succeeding annual member meeting and approximately one-third (1/3) shall be elected for three (3) year terms at the next succeeding annual member meeting, and so forth. Upon their election, directors shall, subject to the provisions of these bylaws with respect to the removal of directors, serve until the annual meeting of the members of the year in which their terms expire or until their successors shall have been elected and shall have qualified. If for any reason an election of directors shall not be held at an annual meeting of the members duly fixed and called pursuant to these bylaws, such election may be held at an adjournment of such meeting or at a subsequently held special meeting or at the next annual meeting of the members. Failure of an election for a given year shall allow the incumbents whose directorships would have been voted on to hold over only until the next member meeting at which a quorum is present. For purposes of determining when the term of each director should expire, the terms of all current directors shall remain the same, and the initial director from District 3 shall be selected in the manner set forth in Section 4.12 for filling a vacancy and serve until his or her successor is elected at the 2015 annual meeting of members. Section 4.06. Nominations The Board of Directors shall appoint, not less than ninety (90) nor more than one hundred and twenty (120) days prior to the date of a meeting of the members at which Directors are to be elected, a Committee on Nominations, consisting of not less than two (2) members receiving service from the Cooperative in each district in which each Director’s terms will expire in that year. Directors, close relatives of Directors, or members of any Director’s household are disqualified from serving on such Committee. The Committee shall meet and nominate one or more qualified members as candidates for each seat on the Board of Directors that is to be filled at such meeting. The Committee shall report the nominations to the Board of Directors not less than ninety (90) days prior to the meeting at which elections are to be held, and said nominations shall be posted at the principal office of the Cooperative not less than ninety (90) days prior to such meeting. Other nominations may be made by petition signed by not less than fifty (50) members receiving service from the Cooperative in the district where a vacancy will exist provided that such petition setting forth the nominations are presented to the Secretary of the Cooperative or his nominee not less than sixty (60) days prior to the meeting at which the elections are to be held. Such nominations will be posted at the same place where nominations by the Nominations Committee are posted. Except in the event that all candidates nominated as provided in this Section are deceased or withdraw in writing from candidacy prior to the election, no other nominations shall be in order. Section 4.07. Ballots As soon as practicable after the time for making nominations has closed, the Credentials and Elections Committee shall meet and determine the persons duly nominated and shall cause ballots to be prepared for each director election for which there is more than one nominee. Each ballot shall: a) set forth the name of each person duly nominated, the manner by which each nomination was made, and the identify of the incumbent, if any; b) set forth or be accompanied by instructions as to the method by which a vote for a particular candidate should be indicated; c) set forth a notice as to the time and date by which the ballot must be received at the principal office of the Cooperative in LaGrange, Georgia; and d) set forth other information as the Credentials and Elections Committee shall deem appropriate to assist the members in casting their ballot. Section 4.08. Distribution of Ballots The Credentials and Elections Committee shall prescribe the form of the ballots and shall cause the ballots to be mailed or electronically transmitted to members in good standing on the record date set by the Cooperative, not more than sixty (60) days prior to the holding of the annual meeting of the members. Section 4.09. Conduct of Election Each member desiring to vote shall mark his ballot according to the instructions of the Credentials and Elections Committee and shall return the ballot on or before the date specified by the Credentials and Elections Committee and set forth on the ballot. The only ballots which shall be counted are those that: a) are cast by members in good standing as of the record date set by the Cooperative; b) have been received at the Cooperative’s principal office on or before the date specified by the Credentials and Elections Committee; and c) comply with all requirements of these Bylaws and the rules and regulations and instructions prescribed by the Credentials and Elections Committee. Section 4.10. Emeritus When a director retires, resigns or otherwise ceases to be a member of the Board of Directors of the Cooperative for reasons other than removal by the members under Section 4.11 of these Bylaws, he or she shall be eligible to become an Emeritus Director if, at the time the directorship ends: (a) the director has been a member of the Board of Directors of the Cooperative for a period of at least thirty (30) years; or (b) the director has reached the age of sixty-two (62) years and has served at least three consecutive terms (9 years) as a director. An Emeritus Director and spouse shall be entitled to such benefits or allowances as may be set forth under policies adopted by the Board of Directors of the Cooperative as the same may be subsequently amended from time to time. This bylaw shall apply to directors elected or appointed after the date of its adoption. The eligibility of directors elected or appointed prior to its adoption shall be governed by the bylaw provisions as stated in the Bylaws of Diverse Power Incorporated, An Electric Membership Corporation, 1990 revision. Section 4.11. Removal of Directors by Members Any member may bring charges for cause against a director and, by filing with the Secretary such charges in writing together with a petition signed by not less than 10% of the members, may request the removal of such director by reason thereof. Such director shall be informed in writing of the charges at least twenty (20) 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. The person or persons bringing the charges shall have the same opportunity. The question of the removal of such director shall be considered and voted upon at such meeting, and if the director should be removed the vacancy shall be filled in accordance with Section 4.12. Section 4.12. Vacancies Subject to the provisions of these Bylaws with respect to the filling of vacancies, a committee shall be appointed by the Chairman of the Board of Directors to accept applications to fill the unexpired term. The new director shall be elected by the affirmative vote of a majority of the remaining directors. A director thus elected shall serve out the unexpired term of the director whose office was originally vacated and until his successor is elected and qualified: PROVIDED, that such a director shall receive service in the same Directorate District as the director whose office was vacated. Section 4.13. Compensation Board members shall not receive any salary for their services as such, except that board members of the Cooperative may by resolution authorize a fixed sum for each day or portion thereof spent on Cooperative business, such as attendance at meetings, conferences, and training programs or performing committee assignments when authorized by the Board of Directors. If authorized by the Board of Directors, board members may also be reimbursed for expenses actually and necessarily incurred in carrying out Cooperative business or granted a reasonable per diem allowance for expenses. No board member shall receive compensation for serving the Cooperative in any other capacity, nor shall any close relative of a board member receive compensation for serving the Cooperative, unless the payment and amount of compensation shall be specifically authorized by a vote of the members or the service by the board member or his close relative shall have been certified by the Board of Directors as an emergency measure. Section 4.14. Rules, Regulations, Rate Schedules and Contracts The Board of Directors shall have the power to make, adopt, amend, abolish and promulgate such rules, regulations, rate schedules, contracts, security deposits and contributions in aid-of-construction, not inconsistent with law or the Cooperative’s Articles of Incorporation or Bylaws, as it may deem advisable for the management, administration and regulation of the business and affairs of the Cooperative. Section 4.15. Accounting System and Reports The Board of Directors shall cause to be established and maintained a complete accounting system, which shall be subject to the laws of the State of Georgia and the rules and regulations of any regulatory body thereof, and which shall conform to such system of accounts as may from time to time be designated by the Rural Utilities Service of the United States of America. The Board of Directors shall also within thirty (30) days after the close of each fiscal year employ competent auditors for the purpose of having made a full and complete audit of the accounts, books and financial condition of the corporation as of the end of such fiscal year. Such audit report shall be submitted to the members at the following annual meeting. Section 4.16. “Close Relative” Defined As used in these Bylaws, “close relative” means a person who is either a spouse, child, grandchild, parent, grandparent, brother, sister, aunt, uncle, nephew, or niece, by blood or in law, of the principal. ARTICLE V INDEMNIFICATION AND INSURANCE Section 5.01. Indemnification The Cooperative shall indemnify each person who is or was a director, officer, employee or agent of the Cooperative (including the heirs, executors, administrators or estate of such person) or is or was serving at the request of the Cooperative as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise to the full extent permitted under Sections 46-3-306(b) and (c) of the Georgia Electric Membership Corporation Act or any successor provisions of the laws of the State of Georgia. If any such indemnification is requested pursuant to Sections 46-3-306(b) or (c) of said Act or laws, the Board of Directors shall cause a determination to be made (unless a court has ordered the indemnification) in one of the manners prescribed in Section 46-3-306(e) of said Act or laws as to whether indemnification of the party requesting indemnification is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Sections 46-3-306(b) or (c) of said Act or laws. Upon the determination that indemnification is proper, the Cooperative shall make indemnification payments of liability, cost, payment of expenses asserted against, or paid or incurred by, each person in his or her capacity as a director, officer, employee or agent to the maximum extent permitted by the Act or laws. The indemnification obligation of the Cooperative set forth herein shall not be deemed exclusive of any other rights, in respect of indemnification or otherwise, to which any party may be entitled under any other bylaw provision or resolution approved pursuant to Section 46-3-306(e) of said Act or laws. Section 5.02. Insurance The Cooperative may purchase and maintain insurance at its expense to protect itself and any director, officer, employee or agent of the Cooperative (including the heirs, executors, administrators or estate of any such person) against any liability, cost, payment or expense described in Section 5.01 of this Article V, whether or not the Cooperative would have the power to indemnify such person against such liability. ARTICLE VI MEETING OF DIRECTORS Section 6.01. Regular Meetings A regular meeting of the Board of Directors shall be held monthly at such date, time and place within one of the counties served by the Cooperative, as the Board of Directors may provide by resolution. Except when business to be transacted thereat shall require special notice, such regular monthly meeting may be held without notice other than such resolutions fixing the date, time and place thereof PROVIDED, that any director absent from any meeting of the Board at which such a resolution initially determines or makes any changes in the date, time or place of a regular meeting shall be entitled to receive written notice of such determination or change at least five (5) days prior to the next meeting of the Board. Section 6.02. Special Meetings Special meetings of the Board of Directors may be called by Board resolution, by the Chairman or by any five (5) directors, and it shall thereupon be the duty of the Secretary to cause notice of such meeting to be given as hereinafter provided in Section 6.03. The Chairman or the directors calling the meeting shall fix the date, time and place for the meeting, which shall be held in one of the counties served by the Cooperative, unless all directors consent to its being held in some other place in Georgia or elsewhere. Section 6.03. Notice of Directors Meetings Written notice of the date, time, place and purpose or purposes of any special meeting of the Board and, when the business to be transacted shall require it, notice of any regular meeting of the Board shall be delivered to each director not less than five (5) days prior thereto, either personally or by mail, by or at the direction of the Secretary or, upon a default in this duty by the Secretary, by the person or persons calling it in the case of a special meeting or by any other director or officer in the case of a regular meeting when the date, time and place have already been fixed by Board resolution. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the director at his or her address as it appears on the records of the Cooperative, with postage thereon prepaid and postmarked at least five (5) days prior to the meeting date. The attendance of a director at any meeting of the Board shall constitute a waiver of notice of such meeting unless such attendance shall be for the express purpose of objecting to the transaction of any business or of one or more items of business, on the ground that the meeting shall not have been lawfully called or convened. Section 6.04. Quorum The presence of a majority of the directors in office shall be required for the transaction of business, and the affirmative votes of at least a majority of the directors in office shall be required for any action to be taken: PROVIDED, that a director who by law or by these Bylaws is disqualified from voting on a particular matter shall not, with respect to consideration of and action upon that matter, be counted in determining whether a quorum is present or the number of directors in office; AND PROVIDED FURTHER, that if less than a quorum be present at a meeting, a majority of the directors present may adjourn the meeting from time to time, but shall cause any absent director(s) to be duly and timely notified of the time and place of such adjourned meeting. Section 6.05. Participation of Absent Directors Any regular meeting of the Board of Directors or any special meeting of the Board of Directors may be conducted with absent Directors participating, and being deemed present in person, through any means of communication by which all Directors participating in the meeting may simultaneously hear and communicate with each other during said meeting. Section 6.06. Board Action by Written Consent Without a meeting, the Board of Directors may take any action required, or permitted, to be taken at a meeting if the action is (i) taken by all Directors; and (ii) evidenced by one or more written consents signed by each Director describing the action taken. All written consents evidencing action taken in lieu of a meeting shall be included with the minutes of the Cooperative. ARTICLE VII OFFICERS: MISCELLANEOUS Section 7.01. Number and Title The Board of Directors shall elect or appoint a Chairman, Vice Chairman, President, Secretary, Treasurer, and such other officers as may from time to time be determined by the Board of Directors. Any two or more offices may be held by the same person, except the offices of President and Secretary. Section 7.02. Election and Term of Office The Chairman, Vice Chairman, and Secretary shall be elected by written ballot, annually and without prior nomination, by and from the Board of Directors at the first meeting of the Board held after each annual meeting of the members, or as soon thereafter as reasonably practicable. Each officer shall hold office until his or her successor is duly elected and qualified, subject to the provisions of these Bylaws with respect to the removal of Directors by the members and to the removal of officers by the Board of Directors. The President, Treasurer, and any other officers may be elected or appointed by the Board of Directors from among such persons and with such title, tenure, responsibilities and authorities as the Board of Directors may from time to time deem appropriate. Section 7.03. Removal Any officer, agent or employee elected or appointed by the Board of Directors may be removed by the Board whenever in its judgment the best interest of the Cooperative will thereby be served; PROVIDED, however, that the Board of Directors shall be obligated to honor the terms of any employment contract previously entered into by the existing or a prior Board of Directors. Section 7.04. Vacancies A vacancy in any office elected by the Board of Directors shall be filled by the Board for the unexpired portion of the term. Section 7.05. Chairman The Chairman: (a) shall preside at all meetings of the Board of Directors and, unless determined otherwise by the Board of Directors or the members, at all meetings of the members; (b) may sign, with the Secretary, 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 officer or agent of the Cooperative, or shall be required by law to be otherwise signed or executed; and (c) shall, in general, perform all duties incident to the office of Chairman and such other duties as may be prescribed by the Board of Directors from time to time. Section 7.06. Vice Chairman In the absence of the Chairman, or in the event of his inability or refusal to act, the Vice Chairman shall perform the duties of the Chairman, and when so acting shall have all the powers of and be subject to all the restrictions upon the Chairman; and shall perform such other duties as from time to time may be assigned by the Board of Directors. Section 7.07. Secretary The Secretary shall: (a) keep, or cause to be kept, the minutes 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 or as required by law; (c) be custodian of the corporate records and the seal of the Cooperative, and see that the seal of the Cooperative is affixed to all documents the execution of which on behalf of the Cooperative has been duly authorized in accordance with the provisions of these Bylaws or as required by law; (d) keep, or cause to be kept, a register of the name and post office address of each member, which address shall be furnished to the Cooperative by such member; (e) have general charge of the books of the Cooperative in which a record of the members is kept; (f) keep on file at all times a complete copy of the Cooperative’s Articles of Incorporation and of its Bylaws, together with all amendments thereto, which copies shall always be open to the inspection of any member, and at the expense of the Cooperative, furnish a copy of such documents and of all amendments thereto upon request to any member; and (g) 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 or her. Section 7.08. Treasurer The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the Cooperative; (b) receive and give receipts for monies due and payable to the Cooperative from any source whatsoever, or cause the same to be done, and deposit or invest all such monies in the name of the Cooperative in such bank or banks or securities as shall be selected in accordance with the provisions of these bylaws, or cause the same to be done; and (c) in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the Board of Directors. Section 7.09. Delegation of Secretary’s and Treasurer’s Responsibilities Notwithstanding the duties, responsibilities and authorities of the Secretary and of the Treasurer hereinbefore provided in Sections 7.07 and 7.08, the Board of Directors by resolution may, except as otherwise limited by law, delegate, wholly or in part, the responsibility and authority for, and the regular or routine administration of, one or more of such officers’ duties to one or more agents, other officers or employees of the Cooperative who are not directors. To the extent that the Board does so delegate with respect to either such officer, that officer as such shall be released from such duties, responsibilities and authorities. Section 7.10. President/CEO The Board of Directors may appoint a President/CEO who may be, but who shall not be required to be, a member of the Cooperative. Such person shall perform such duties as the Board of Directors may from time to time require and shall have such authority as the Board of Directors may from time to time vest in him or her. Section 7.11. Bonds The Board of Directors shall require the Treasurer and any other officer, agent or employee of the Cooperative charged with responsibility for the custody of any of its funds or property to give bond in such sum and with such surety as the Board 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 7.12. Compensation The compensation, if any, of any officer, agent or employee who is also a director shall be determined as provided in Section 4.13 of these Bylaws, and the powers, duties and compensation of any other officers, agents and employees shall be fixed by the Board of Directors. Section 7.13. Reports The officers of the Corporation shall submit at each annual meeting of the members reports covering the business of the Cooperative for the previous fiscal year and showing the condition of the Cooperative at the close of such fiscal year. ARTICLE VIII CONTRACTS, CHECKS AND DEPOSITS Section 8.01. Contracts Except as otherwise provided in these Bylaws, the Board of Directors may authorize any Cooperative officer(s), agent(s), or employee(s) 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 confirmed to specific instances. Section 8.02. Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, and all notes, bonds or other evidences of indebtedness, issued in the name of the Cooperative, shall be signed and/or countersigned by such officer(s), agent(s), or employee(s) of the Cooperative and in such manner as shall from time to time be determined by resolution of the Board of Directors. Section 8.03. Deposits; Investments All funds of the Cooperative shall be deposited or invested from time to time to the credit of the Cooperative in such banks or in such financial securities or institutions as the Board of Directors may select. ARTICLE IX MEMBERSHIP CERTIFICATES Section 9.01. Certificate of Membership Membership in the Cooperative may, if the Board so resolves, be evidenced by a certificate of membership which shall be in such form and shall contain such provisions as shall be determined by the Board of Directors not contrary to, or inconsistent with, the Cooperative’s Articles of Incorporation or its bylaws. Such certificate, if authorized to be issued by the Board, shall be signed by the Chairman and by the Secretary, and the corporate seal shall be affixed thereto or a facsimile thereof printed thereon: PROVIDED, that the signatures of the Chairman and of the Secretary may be imprinted by facsimile thereon. Section 9.02. Issue of Membership Certificates No membership certificate shall be issued for less than the membership fee fixed in these Bylaws, nor until such membership fee has been fully paid in cash. Section 9.03. Lost, Destroyed or Mutilated Certificate In case of a lost, destroyed or mutilated certificate, a new certificate may be issued therefor upon such items and such indemnity to the Cooperative as the Board of Directors may prescribe. ARTICLE X NON-PROFIT OPERATION Section 10.01. Interest or Dividends on Capital Prohibited The Cooperative shall at all times be operated on a cooperative nonprofit 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 10.02. Patronage Capital in Connection with Furnishing Electric Energy In the furnishing of electric energy the Cooperative’s operation shall be so conducted that all members receiving retail electric service 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 of its members for all amounts received and receivable from the furnishing of electric energy in excess of operating costs and expenses properly chargeable against the furnishing of electric energy. All such amounts in excess of operating costs and expenses at the moment of receipt by the Cooperative are received with the understanding that they are furnished by the members as capital. Patronage capital shall be determined on the basis of federal income tax reporting. Section 10.03. Patronage Capital – Accounts The Cooperative is obligated to pay by credits to a capital account for each member 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 member is clearly reflected and credited in an appropriate record to the capital account of each member, and the Cooperative shall within a reasonable time after the close of the fiscal year notify each member of the amount of capital so credited to his or her account: PROVIDED, that individual notices of such amounts furnished by each member shall not be required if the Cooperative notifies all members of the aggregate amount of such excess and provides an explanation of how each member may compute and determine the specific amount of capital so credited to him or her. All such amounts credited to the capital account of any member shall have the same status as though they had been paid to the member in cash in pursuance of a legal obligation to do so and the member had then furnished the Cooperative corresponding amounts of capital. Section 10.04. Other Patronage Capital – Allocation All other amounts received by the Cooperative from its operations in excess of costs and expenses shall, insofar as permitted by law, be: (a) used to offset any losses incurred during the current or any prior fiscal year; and (b) to the extent not needed for that purpose, allocated to its members on a patronage basis, based upon the margins contributed by a member or class of members, and any amount so allocated shall be included as a part of the capital credited to the accounts of members, as herein provided. Section 10.05. Patronage Capital from Other Organizations Notwithstanding any other provisions of these bylaws, the Board of Directors shall have the power to adopt rules providing for the method of accounting for the procedure for the retirement of that portion (“power supply or other service or supply portion”) of capital credited to the accounts of members which corresponds to capital credited to the account of the Cooperative by other organizations in which the Cooperative is a member or by other organizations furnishing electric service or any other service or supply to the Cooperative. Such rules shall, among other things: (a) establish a method for determining the portion of such capital credited to each member for each applicable fiscal year; (b) provide for separate identification on the Cooperative’s books of such portion or portions of capital credited to the Cooperative’s members; (c) provide for appropriate notifications to members with respect to such portion or portions of capital credited to their accounts; and (d) preclude a general or special retirement of such portion or portions of capital prior to the actual receipt of such capital by the Cooperative. Section 10.06. Patronage Capital – Distribution Prior to Dissolution 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, and that no mortgage requirements or other contractual obligations of the Cooperative will be violated, the capital then credited to members’ accounts may be retired in full or in part. The retirements in any given year shall be made in such aggregate amounts and for all or a portion of such one or more years as the Board of Directors, in its discretion, shall determine. In making retirements of capital credits in any given year, all or a portion of the aggregate amounts shall be retired on the basis of the order in which the capital was contributed (either first-in-first-out or last-in-first-out) or either on a pro-rata basis without regard to the order of contribution. The method of retirement or the apportionment between methods of retirement shall be determined by policies adopted from time to time by the Board of Directors. Section 10.07. Patronage Capital – Dissolution 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 then be retired without priority on a pro-rata basis before any payments are made on account of property rights of members. Section 10.08. Patronage Capital – Deceased Members Notwithstanding any other provisions of these By-Laws, the Board of Directors at its discretion shall have the power at any time, upon the death of any member who was a natural person, if the representative of his estate shall present evidence as required by the Board of Directors and request in writing that the capital credited to any such member be retired prior to the time such capital would otherwise be retired under the provisions of these bylaws or the policies of the Board of Directors then in effect, to retire such capital, discounted to present value, immediately upon such terms and conditions as the Board of Directors, acting under policies of general application to situations of like kind, and such representative shall agree upon. PROVIDED, however, that such retirements may be made only if the Board of Directors determine that the financial condition of the Cooperative will not be impaired thereby. Section 10.09. Patronage Capital – Assignability Capital credited to the account of each member shall be assignable only on the books of the Cooperative pursuant to written instructions from the assignor and only to the cooperative or to successors in interest or successors in occupancy of all or a part of such member’s premises served by the Cooperative, unless the Board of Directors acting under policies of general application, shall determine otherwise. Section 10.10. Patronage Capital – Right of Set-Off If a member should terminate his or her membership in the Cooperative, or if said membership is terminated by action of the Board of Directors or by the members at a membership meeting, and at the time of such termination the member is indebted to the Cooperative for non-payment of any debt or obligation, which may include electric service, penalties, and/or other fees and services rendered as provided for in the policies of the Cooperative, the Cooperative may, before retiring any capital credited to such member, charge the same to the capital credit account of such member and deduct therefrom any amount owed by such member to the Cooperative, plus accrued interest at a rate established by the Board of Directors. ARTICLE XI WAIVER OF NOTICE Any member or director may waive, in writing, any notice of meetings required to be given by these Bylaws. ARTICLE XII DISPOSITION OF PROPERTY: DISTRIBUTION OF SURPLUS ASSETS ON DISSOLUTION Section 12.01. Disposition of Property (a) Not inconsistent with the provisions of subsection (b) hereof, the Cooperative shall not sell, mortgage, lease or otherwise encumber or dispose of all or any substantial portion of its property (other than merchandise and property which in the judgment of the Board of Directors are not necessary or useful in operating the Cooperative) unless authorized so to do by the votes of at least a majority of its total membership; PROVIDED, however, that the Board of Directors is empowered and authorized, for, on behalf and in the name of the Cooperative, to borrow monies from such source and in such amounts as the Board may from time to time determine to be in the Cooperative’s best interest, and to mortgage or otherwise pledge or encumber any or all of the Cooperative’s property or assets as security therefor. (b) Notwithstanding the foregoing subsection (a) or any other provisions of these Bylaws, no sale, lease or lease-sale of all or a substantial portion of the Cooperative’s assets (other than merchandise and property which in the judgment of the Board of Directors are not necessary or useful in operating the Cooperative) to any other entity shall be authorized except in conformity with the following: (1) If the Board of Directors looks with favor upon any proposal for such sale, lease or lease-sale, it shall first cause three (3) independent appraisers, expert in such matters, to render their individual opinions as to the value of the Cooperative with respect to such sale, lease or lease-sale and as to any other terms and conditions which should be considered. The three (3) such appraisers shall be designated by a Superior Court Judge for the Coweta Judicial Circuit. (2) If the Board of Directors, after receiving such appraisals (and other terms and conditions which are recommended, if any) determines that the proposal should be submitted for consideration by the members, it shall first give every Georgia electric membership corporation nearby or adjacent to the Cooperative (which has not made such an offer for such sale, lease or lease-sale) an opportunity to submit competing proposals. Such opportunity shall be in the form of a written notice to such electric membership corporations, which notice shall attach a copy of the proposal which the Cooperative has already received and a copy of the report(s) of the three (3) appraisers. Such electric membership corporations shall be given not less than thirty (30) days during which to submit competing proposals, and the actual minimum period within which proposals are to be submitted shall be stated in the written notice to them. (3) If the Board then determines that favorable consideration should be given to the initial or any subsequent proposal which has been submitted to it, it shall so notify the members, expressing in detail each of any such proposals and shall call a special meeting of the members for consideration thereof, which meeting shall not be held any sooner than ninety (90) days after the giving of such notice to the members: PROVIDED, that the consideration thereof by the members may be given at the next annual member meeting if the Board so determines and if such annual meeting is not held sooner than ninety (90) days after the giving of such notice. (4) Any fifty (50) or more members, by so petitioning the Board not less than thirty (30) days prior to the date of such special or annual meeting, may cause the Cooperative, with the cost to be borne by the Cooperative, to mail to all members any opposing or alternative positions which they may have to the recommendations that the Board has made. The provisions of this subsection (b) shall not apply to a sale, lease or lease-sale to one or more other electric membership corporations if the actual legal or substantive effect thereof is to merge or consolidate with such other one or more electric membership corporations. Section 12.02. Distribution of Assets on Dissolution In the event of dissolution or liquidation of the Cooperative, after all outstanding indebtedness of the Cooperative shall have been paid, and 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 and former members. ARTICLE XIII FISCAL YEAR The fiscal year of the corporation shall begin on the first day of January of each year and end on the thirty-first day of December in the same year. ARTICLE XIV RULES OF ORDER Parliamentary procedure at all meetings of the members, of the Board of Directors, or any committee provided for in these Bylaws and of any other committee of the members or Board of Directors which may from time to time be duly established shall be governed by the most recent edition of Robert’s Rules of Order, except to the extent such procedure is otherwise determined by law or by the Cooperative’s Articles of Incorporation. ARTICLE XV ARBITRATION The Cooperative and members will submit to binding arbitration all disputes between the parties, whether governed by federal law, state law, international contract law, tort law, or statute, and irrespective of the form of relief sought, relating to or arising out of Membership Obligations, provision of services by the Cooperative, bylaws of the Cooperative, Articles of Incorporation of the Cooperative, contracts or alleged contracts between the parties, torts committed or alleged to have been committed by either of the parties, and all other types of disputes to the maximum extent permitted by law. All such arbitrations shall be administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and the judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction. All controversies and claims must be settled through individual arbitration, and not through collective or class action arbitration. ARTICLE XVI 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, Georgia.” ARTICLE XVII AMENDMENTS Section 17.01. Amendment by Directors These Bylaws may be altered, amended or repealed by the affirmative vote of not less than two-thirds (2/3) of the members of the Board of Directors at any regular or special meeting, except where action by the members is otherwise provided for by statute, provided the notice of such meeting shall have contained a copy of the proposed alteration, amendment or repeal. Section 17.02. Amendment by Members In cases where Bylaws are to be amended or repealed by vote of the members, the notice of the member meeting at which such amendment, repeal or alteration is to be considered shall clearly set forth the terms of the proposed alteration, amendment or repeal. Any proposed alteration, amendment or repeal of these Bylaws may be submitted to the members by the Board of Directors. Other proposed amendments or alterations to these Bylaws may be submitted to the members by petition signed by not less that fifty (50) members of the Cooperative provided that such petition clearly setting forth the proposed amendments, alterations or repeal are presented to the Secretary of the Cooperative or his nominee not less that sixty (60) days prior to the meeting at which the issue will be considered by the members. No amendments, alterations or repeal of these Bylaws shall be effective except in compliance herewith. ARTICLE XVIII CONTRACT WITH MEMBERS The members 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 its members, and both the Cooperative and the members are bound by such contract as fully as though each member 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 member of the Cooperative by posting in a conspicuous place in the Cooperative’s office. 706.845.2000 1-800-845-8362 MONDAY – FRIDAY 8AM – 5PM PAY YOUR POWER BILL Together, we’re bringing energy to life. Diverse Power is more than just your electric company, we’re your neighbor. A member-owned cooperative, we’re delivering advanced technology, service and quality to homes and businesses in the counties we serve. Headquarters 1400 South Davis Road P.O. 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