ARTICLE I MEMBERS

Section 1. Qualification. (a) Any person, firm, association, corporation, partnership or governmental unit (each hereinafter referred to as “person” or “applicant”) may become a member of Alger-Delta Co-operative Electric Association (hereinafter referred to as the "Cooperative") by:

(1) Making and signing a written application on such form as is provided therefore by the Cooperative; and,
(2) Paying a nonredeemable membership fee hereinafter specified together with any security deposit, service, connection deposit or fee, facilities extension deposit, contribution in aid of construction, any other fee or charge of any combination thereof, as required by the Cooperative; and,
(3) Agreeing to purchase from the Cooperative electric power and energy as hereinafter specified; and,
(4) Agreeing to comply with and be bound by the Cooperative’s articles of incorporation, these bylaws and any amendments thereto and such rules and regulations including educational and cooperative relations programs as may from time to time be adopted by the Cooperative’s board of directors (hereinafter referred to as the "board").

Section 2. Joint Membership. (a) A husband and wife may apply for a joint membership or, if one of them is already a member, may convert such membership into a joint membership by submitting a written request to the board and, subject to compliance with the requirements set forth in Sections 1 and 7 of these articles, 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 to holders of a joint membership.
(b) 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:

(1) The presence at a meeting of either or both shall be regarded as the presence of the member;
(2) The presence at a meeting of either or both shall constitute a waiver of notice of the meeting by both;
(3) The presence at a meeting of either or both shall effect a revocation of any proxy executed by either or both;
(4) The vote of either separately or both jointly shall constitute one joint vote. Provided, that if both are present but in disagreement on such vote, each shall cast only one-half (1/2) vote;
(5) A waiver of notice signed by either or both shall constitute notice to both;
(6) Notice to either shall constitute notice to both;
(7) Termination of either shall terminate the joint membership;
(8) Withdrawal of either shall terminate the joint membership;
(9) Neither shall be permitted to have additional service connections except through their joint membership;
(10) Either, but not both concurrently, shall be eligible to serve as a director of the Cooperative. Only the member to serve as director must meet the qualifications required therefore;
(11) Upon the death of either spouse of 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;
(12) Upon the legal separation of divorce of the holders of 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 never been joint. Provided, that the other spouse shall not be released from any debts due the Cooperative.

Section 4. Territorial Districts.

(a) The members of the Cooperative and those who hereafter become members shall be grouped into nine territorial districts based upon location on receipt of electric service. The Broad shall establish such territorial districts, which shall contain, as nearly as possible, the same number of members. The establishment of territorial districts shall be in the board’s sole discretion.
(b) The board may review and change the territorial districts from time to time as the board deems necessary.

(a) Upon application for membership, each applicant shall make payment to the Cooperative of a membership fee, in such amount and subject to the terms and conditions as may from time to time be established by the board.
(b) The membership fee shall not be in lieu of any security deposit, service connection deposit or fee, facilities extension deposit, contribution in aid of construction, or any other fee or charge required by the Cooperative as a condition of providing electric service.
(c) A service connection deposit or fee, in such amount as shall be prescribed by the Cooperative (together with such other security deposit, service connection deposit or fee, facilities, extension deposit, contributions in aid of construction, or any other fee or charge, if required by the Cooperative) shall be paid by the member for each additional service connection requested.

(a) Each member shall, as soon as electric power and energy shall be available, purchase from the Cooperative all central station electric power energy purchased for use in the Cooperative’s service territory (except to the extent that the board may, in writing, waive such requirement) and shall pay therefore at rates, which shall from time to time be fixed by the board, as approved by the Michigan Public Service Commission. It is expressly understood that the amounts paid for electric power and 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 Cooperative such minimum amount per month regardless of the amount of electric power and energy consumed, as shall be fixed by the board from time to time. Each member shall also pay all amounts owed to the Cooperative as and when the same shall become due and payable. When a patron has more than one service connection from the Cooperative, any payment by the patron for service from the Cooperative shall be deemed to be allocated and credited on a pro rata basis to the patrons outstanding accounts for all such service connections, nonwithstanding that the Cooperative’s actual account procedures do not reflect such allocation and proration.
(b) Production or use of electrical energy on a member’s premises, regardless of the source thereof, by means of facilities shall be subject to appropriate regulations as shall be fixed from time to time by the Cooperative in accordance with the rules of the Michigan Public Service Commission.
(c) The Cooperative shall use reasonably diligent efforts to furnish its members with adequate and dependable electric service, although it cannot and therefore does not guarantee a continuous and uninterrupted supply thereof.
(d) With respect to any particular classification of service for which the board shall require it, a supplemental contract, executed by the applicant, must accompany the membership application.

(a) Upon complying with the requirements set forth in Section 1 of this article, any applicant shall by board resolution be accepted into membership in, and become eligible to receive electric service from, the Cooperative, unless the board shall determine that such applicant is unwilling or is unable to satisfy and abide by the Cooperative’s rules and regulations or that such application should be rejected for other good cause.
(b) In the event that applicant’s membership application is rejected by the board, the Cooperative shall refund, in full, the membership fee and all other charges collected from the applicant less any amounts owed the Cooperative.

(a) Each member shall cause all premises receiving electric service from the Cooperative to become and remain wired in accordance with applicable local, state and federal codes, ordinances and statutes.
(b) Each member shall be responsible for and indemnify the Cooperative and its employees, agents and independent contractors against death, injury, loss or damage resulting from any defect or improper use maintenance of such premises and all wiring and apparatus connected thereto or used thereon.
(c) Each member shall make available to the Cooperative a suitable site, as determined by the Cooperative, whereupon to place the Cooperative’s physical facilities for the furnishing and metering of electric service and shall permit the Cooperative’s authorized employees, agents and independent contractors to have access thereto safely and without interference from any hostile source for meter reading, bill collecting and for inspection, maintenance, replacement, relocation, repair or disconnection of such facilities at all reasonable times.
(d) As 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 best efforts to prevent others from so doing.
(e) Each member shall also provide such protective devices, apparatus or meter base as the Cooperative shall from time to time require in order to protect the Cooperative’s physical facilities and operations, and to prevent any interference with or damage to such facilities. In the event such facilities are interfered with, impaired in their operation or damaged by the member, or by any other cause when the member’s reasonable care and surveillance should have prevented such. The member shall indemnify the Cooperative and its employees, agents and independent contractors against death, injury, loss or damage resulting there from, 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. The Cooperative shall, however, in accordance with its applicable service rules and regulations, indemnify the member for any overcharges for service that may result from a malfunctioning of its metering equipment or error occurring in the Cooperative’s billing procedures.
(f) In no event shall the responsibility of the Cooperative for furnishing electric service extend beyond the point of delivery.

(a) Any member may withdraw from membership upon payment in full of all debts and liabilities of such member to the Cooperative and upon compliance with such terms and conditions as the board may prescribe.
(b) Membership in the Cooperative and the certificate representing the same shall not be transferable except as otherwise provided in these bylaws. Provided, that upon death, cessation of existence, expulsion or withdrawal of member, the membership of such member shall be surrendered forthwith to the Cooperative. Failure to surrender the certificate of membership to the Cooperative does not allow the former member to retain any rights of membership.
(c) Termination of membership in any manner shall not release a member or a member’s estate from any debts due the Cooperative, but shall operate as a release of all right, title and interest of the member in the property and assets of the Cooperative.
(d) Upon the dissolution for any reason of a partnership or upon the death, withdrawal or addition of any individual partner, such membership shall continue to be held by such remaining and/or new partner or partners as continue to own or directly to occupy or use the premises being furnished electric service pursuant to such membership in the same manner and to the same effect as through such membership had never been held by different partners. Provided, that neither a withdrawing partner nor a withdrawing partner’s estate shall be released from any debts then due the Cooperative.
(e) A member may be expelled for cause upon the two-thirds (2/3) vote of the board, at any regular or special meeting thereof, but only if such member shall have given written notice by the Cooperative of the meeting at least (10) days prior to said meeting at which the proposed expulsion will be voted upon and at which meeting the member shall be entitled to be present and be heard. Any person so expelled, may, be delivering written notice to the Cooperative at least ten (10) days prior to the next district meeting, appeal to and be present and be heard at such meeting. A majority vote of the members at such meeting to reinstate shall reinstate the expelled member retroactively to the date of expulsion.
(f) In the event of reinstatement, the board, acting upon principles of general application, 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.
(g) Unless the board shall expressly so elect in writing, expulsion shall not constitute release of such person from membership obligations or entitle such expelled person to purchase from any other person any central station electric power and energy for use at the premises to which such service has been furnished by the Cooperative pursuant to such membership.
(h) Membership in the Cooperative shall not be transferable, except that the Board of Directors, in their sole discretion, may allow the transfer of a membership from a member to a close relative of that member.

(a) Each person shall, upon request, give the Cooperative, without compensation therefore, all easements of rights of way over, on the under such lands owned or leased by or mortgaged by the member, and in accordance with such reasonable terms and conditions, as the Cooperative shall require for the furnishing of electric service (for the member or other patrons) for the construction, operation, maintenance or relocation of the Cooperative’s electric facilities.
(b) Each member may participate in any required program that may be established by the Cooperative to enhance load management, to more efficiently conserve electric energy or to conduct load research.
(c) Any person who refuses to grant the Cooperative an easement or easements upon request, thereby causing the Cooperative to circumvent the member’s property, may be admitted to membership or retain membership in the Cooperative only upon payment of the actual cost of any line changes made necessary by such refusal.