Article I

MEMBERSHIP

Section 1 – Requirements for Membership. Any person, firm, association, corporation, or body politic or subdivision thereof shall be eligible to become a member of and to receive electric service from Jackson Purchase Energy Corporation (hereinafter called the "Corporation") at one or more premises owned or directly occupied or used by him or it, provided that he or it has first:

(a) made appropriate written application for membership therein;
(b) agreed to purchase from the Corporation electric energy as hereinafter specified;
(c) agreed to comply with and be bound by the Articles of Incorporation and Bylaws of the Corporation and any rules and regulations adopted by the Board of Directors (hereinafter called the "Board"); and
(d) paid any applicable fees as approved and adopted by the Board.

Provided, however, that all applications for membership shall be automatically accepted, unless the Board determines that the applicant is unable or unwilling to meet all related terms and conditions of service, or that the application should be rejected for good cause. No member may hold more than one (1) membership in the Corporation, and no membership in the Corporation shall be transferable except as provided in these Bylaws.

Section 2 - Records of Membership. The Corporation shall maintain an appropriate record of the members of the Corporation and the capital credited to the account of each member as required in the Bylaws. Membership and capital credit records shall be available in accordance with the provisions of the Bylaws.

Section 3 – Joint Membership. A husband and wife may apply for a joint membership subject to their compliance with the requirements set forth in Sections 1 and 2 of this Article and may be accepted for such membership. The term "member" as used in these Bylaws shall be deemed to include a husband and wife holding a joint membership and any provision relating to the rights and liabilities of membership shall apply equally with respect to the holders of the joint membership. Without limiting the generality of the foregoing, the effect of the hereinafter specified actions by or in respect of the holders of a joint membership shall be as follows:

(a) The presence at a meeting of either or both shall be regarded as the presence of one (1) member and shall constitute a joint waiver of notice of the meeting;
(b) The vote of either, separately or both jointly, shall constitute one joint vote;
(c) A waiver of notice signed by either or both shall constitute a joint waiver;
(d) Notice to either shall constitute notice to both;
(e) Expulsion of either shall terminate the joint membership;
(f) Withdrawal of either shall terminate the joint membership, except as otherwise provided in Section 4(c) of this Article;
(g) Either, but not both, may be elected or appointed as an officer or director, provided that the candidate meets the qualifications for such office.

Section 4 – Conversion of Membership.

(a) A membership may be converted to a joint membership upon the request of the holder thereof and the agreement by such holder and his or her spouse to comply with Articles of Incorporation, Bylaws and rules and regulations adopted by the Board.

(b) Upon the death of either spouse who is a party to the joint membership, such membership shall be held solely by the survivor provided, however, that the estate of the deceased shall not be released from any debts due the Corporation.

(c) A joint membership of a husband and wife may be converted to a single membership upon written request of both holders of the joint membership, provided, however, that neither spouse shall be released from any debts due the Corporation. The continuing member shall agree to comply with the Articles of Incorporation, Bylaws and rules and regulations adopted by the Board.

Section 5 – Membership. Membership is granted upon connection of service and payment of any applicable fees as approved and adopted by the Board.

Section 6 – Purchase of Electric Energy. Each member shall, as soon as electric energy shall be available, purchase from the Corporation all electric energy used on the premises specified in his application for membership and shall pay therefor at rates which shall from time to time be fixed by the Board. It is expressly understood that amounts paid for electric energy in excess of the cost of service are furnished by members as capital and each member shall be credited with the capital so furnished as provided in these Bylaws. Each member shall pay to the Corporation such minimum amount regardless of the amount of electric energy consumed, as shall be fixed by the Board from time to time. Each member shall also pay all amounts owed by him to the Corporation as and when the same shall become due and payable. Production or use of electric energy on such premises, regardless of the source thereof, by means of facilities which shall be subject to appropriate regulations, as shall be fixed from time to time by the Corporation. A member shall make available to the Corporation a suitable site for the placement of the Corporation's physical facilities for the furnishing and metering of electric service and will be required to permit the access by the Corporation's authorized agents, etc.

Section 7 – Termination of Membership.

(a) Any member may withdraw from membership upon compliance with such uniform terms and conditions as the Board may prescribe. The Board may, by the affirmative vote of not less than two-thirds (2/3) of all the directors, expel any member who fails to comply with any of the provisions of the Articles of Incorporation, Bylaws, or rules and regulations adopted by the Board, but only if such member shall have been given written notice by the Corporation that such failure makes him liable to expulsion and such failure shall have continued for at least ten (10) days after such notice was given. Any expelled member may be reinstated by vote of the Board. The membership of a member who, for a period of six (6) months after service is available to him, has not purchased electric energy from the Corporation may be cancelled by resolution of the Board.

(b) Upon the withdrawal, death, cessation of existence, or expulsion of a member, his or its membership shall thereupon terminate. The Corporation shall refund the amount of the membership fee paid, if any, or the Corporation will apply the amount of the membership fee to any debts or obligations owed by the member to the Corporation. Termination of membership in any manner shall not release a member or his estate from any debts due the Corporation.

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