Section 1. Nonprofit and Cooperative Operation.

The Association: (a) shall operate on a nonprofit and cooperative basis for the mutual benefit of all Members; and (b) may not pay interest or dividends on capital furnished by Members.

Section 2. Contracts.

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 of and on behalf of the Association, and such authority may be general or confined to specific instances.

Section 3. Loans.

No loans shall be contracted on behalf of the Association and no evidence of indebtedness shall be issued in its name unless authorized by a specific resolution of the Board of Directors.

Section 4. Checks, Drafts, Etc.

All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Association shall be signed by such officer or officers, agent or agents, of the Association, and in such manner as shall from time to time be determined by resolution of the Board of Directors, but, in any event all checks issued by the Association shall contain at least two signatures as authorized by the Board of Directors.

Section 5. Deposits.

All funds of the Association not otherwise employed shall be deposited from time to time to the credit of the Association in such banks, trust companies or other depositories as the Board of Directors may select; and when any funds are available and not needed for operational expenses, such funds shall, when possible, be deposited in an interest bearing account.

Section 6. Fixing Rates.

Subject to any contractual restrictions and the requirements of law, the Board of Directors shall have from time to time the power and authority to fix, charge and collect reasonable fees, rents, tolls, prices and other charges for electric energy sold and services rendered to the members of the Association and, if applicable, to non-members, which shall be sufficient at all times to pay all operation and maintenance expenses necessary or desirable for the prudent conduct and operation of its business and to pay the principal of and interest on such obligations as the Association may have issued and/or assumed in the performance of the purpose for which it was formed.

Section 7. Security Deposits.

When the membership fee (or such meter deposit as may be required with respect to service to non-members) does not in the judgment of the Board of Directors constitute sufficient security for the payment of bills or electric energy, the Board of Directors may require such customer to post a deposit with the Association in an amount deemed sufficient to secure such payment.

Section 8. Employing Personnel.

The Board of Directors shall hire and fix the salary and conditions of employment of the Manager of the Association, who shall have general control of the day to day operations of the Association. The Manager of the Association shall have full authority to hire, discipline and discharge any and all employees that might be required for the normal operation of the Association, and to fix the salaries, wages and other conditions of employment of all such employees; but such action of the Manager of the Association shall be subject to review and modification or reversal by the Board of Directors.

Section 9. Wiring.

Service to any person may at the discretion of the Board of Directors be conditioned upon such person furnishing to the Association the certificate of a reputable inspector stating that the wiring of the premises served or to be served complies with all local regulations and is in accordance with the latest rules and regulations of the National Electric Code of the National Board of Fire Underwriters for the installing of electric wire, apparatus, and appliances, and is in accordance with the wiring specifications prescribed by the RUS and the Association. The requirement, or waiver, of such a certificate, or the supplying of service on the basis thereof, shall not subject the Association to liability to any member or other person for any damage or injuries sustained by reason of defects existing in the wiring of such premises.

Section 10. Fiscal Year.

The fiscal year of the Association shall begin on the first day of July in each year, and end on the last day of June in the following year.

Section 11. Accounting Systems and Reports.

The accounts of the Association shall be established and maintained in such form, subject to any contractual obligations of the Association and other pertinent provisions of these By-Laws, as the Board of Directors may prescribe. The Manager of the Association shall provide the Board of Directors with a financial report at each regular monthly meeting of the Board. After the close of each fiscal year, the Board of Directors shall cause to be made by a qualified independent certified public accountant a full and complete audit of the accounts, books, and financial condition of the Association as of the end of such fiscal year. This audit report shall be available for examination by the members at the office of the Association during normal business hours.

Section 12. Disposition of Revenues:  Capital.

The revenues and receipts of the Association shall first be devoted to the payment of all operating and maintenance expenses necessary or desirable for the prudent conduct and operation of its business and to the payment of the principal of and interest on such obligations as the Association may have issued and/or assumed in the performance of the purpose for which it was formed, and thereafter to such reserve for improvement, new construction, depreciation and contingencies as the Board of Directors may from time to time prescribe. All amounts received and receivable from the furnishing of electric energy to members and non-members in excess of operating cost and expenses properly chargeable against the furnishing of electric energy are, at the moment of receipt by the Association, received with the understanding that such amounts are furnished by the members and non-members as capital. Capital contributed by members and non-members shall be used only for capital purposes including, without limitation, new electric system construction and other construction incident thereto, electric system improvements, the retirement of electric system indebtedness at or prior to maturity, and working capital adequate for all purposes including facilitation of general rate reductions. The Association shall maintain such books and records as will enable it, when required by law or these By-Laws, to compute the amount of capital contributed during any given period by each of its members and non-members.  OR, The Board of Directors shall annually determine whether sufficient excess revenues exist to allocate capital credits. The method, manner and timing of the allocation of any capital credits shall be determined by the Board of Directors, in its sole discretion. Excess revenues shall be returned to members only by way of general rate reductions, and except in the case of dissolution or sale of the Association, capital shall not be returned to members through any form of cash payment or reimbursement, whether by capital credit retirement, rebates, cash refunds, bill credit or otherwise.

Section 13. Purchase of Electric Energy.

Each member shall, as soon as electric energy is available, purchase from the Association all electric energy used on the premises described in the application for membership. Each member and each non-member receiving electric service shall pay promptly for such electric energy on a monthly basis at such rates as may be fixed by the Board of Directors from time to time. The electric energy which the Association shall furnish to any consumer may be limited to such an amount as the Board of Directors may from time to time determine. Each consumer shall pay to the Association such minimum amount per month, regardless of the amount of electric energy consumed, as the Board of Directors may fix from time to time.

Section 14. Termination of Service.

If any consumer shall fail to pay when due any bill for electric energy furnished by the Association, or if any consumer shall fail to abide by the terms and provisions of the Mississippi Electric Power Association Law or of the Articles of the Reincorporation of the Association or of the By-Laws, or of any rules, regulations and policies adopted from time to time by the Board of Directors, the Association may, in addition, to any other remedy available, cease providing electric energy to such consumer upon such notice and in such manner as the Board of Directors may from time to time prescribe.

Section 15. Interruption of Service.

The Association shall provide services to members in a reasonable manner. The Association, however, does not insure, guarantee or warrant that it will provide adequate, continuous or non-fluctuating electric energy services. The Association is not liable for damages, costs or expenses, including attorney’s fees or legal expenses, caused by the Association providing inadequate, noncontinuous or fluctuating electric energy services, unless the damages, costs or expenses are caused by the Association’s gross negligence or willful misconduct. The Association’s responsibility and liability for providing electric service terminates upon delivery of electric service to the member. In case of emergency, or when requested by government or emergency officials or representatives, or when deemed necessary by the Association, the Association may interrupt the provision of electric service to any customer.

Section 16. Policies and Procedures.

From time to time, the Board of Directors of the Association may prescribe and adopt certain Policies and Procedures setting forth various rules and regulations of the Association regarding the provision of electric service to both residential and commercial customers. Such rules and regulations applicable to residential accounts may be different from the rules and regulations applicable to commercial accounts. The Policies and Procedures may be amended from time to time at any regular meeting of the Board of Directors.