Section 1. Lost Certificate of Membership.
In case of a lost, destroyed or mutilated certificate of membership, a new certificate of membership may be issued therefor upon such terms and such indemnity to the Association as the Board of Directors may prescribe.
Section 2. Waiver of Notice
Whenever any notice is required to be given to any member or Director of the Association under the provisions of these By-Laws or under the provisions of the Certificate of Reincorporation of the Association, as amended from time to time, or under the provisions of the laws of the State of Mississippi, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. The attendance of a Director or member at a meeting shall constitute a waiver of notice of such meeting, except where a Director or member attends a meeting for the express purpose of objecting to the transaction of any business on the allegation that the meeting is not lawfully called or convened.
Section 3. Corporate Seal
The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Association, the State of incorporation, and the words, “Corporate Seal”.
Section 4. Amendments
These By-Laws may be altered, amended or repealed and new By- Laws may be adopted by a vote of at least three-fifths (3/5) of the members of the Board of Directors at any regular or special meeting of the Board of Directors. All such amendments to the By-Laws shall be binding upon all members who continue to receive electric service from the Association, notwithstanding the fact that the member may have become a member of the Association prior to the date of such amendment.
Section 5. Governing Law
These By-Laws shall be governed by, and interpreted in accordance with, the laws of the State of Mississippi, and any applicable federal law.
Section 6. Titles and Headings
Titles and headings of By-Law articles, sections and subsections are for convenience and reference only, and do not affect the interpretation, construction or application of a By-Law article, section or subsection.
Section 7. Partial Invalidity
When reasonably possible, these By-Laws shall be interpreted in a manner to make each such By-Law provision valid. The invalidation of any provision of these By-Laws which does not alter the fundamental rights, duties and relationship between the Association and its members, does not invalidate the remaining By-Law provisions.
Section 8. Waiver
The failure of the Association to assert a right or remedy provided in these By-Laws does not waive the Association’s right to assert the right or remedy provided herein.
Section 9. Lack of Notice
The failure of a member or Director to receive notice of a meeting, action or vote does not affect or invalidate an action or vote taken by the members or Board of Directors at such meeting.
Approved and adopted by the Board of Directors of the Alcorn County Electric Power Association on February 12, 2020, at a regular meeting of the Board of Directors held at the offices of the Association in Corinth, Mississippi.
I certify that this is a true and correct copy of the By-Laws of the Alcorn County Electric Power Association as of February 12, 2020.