Article I

Article I. MEMBERSHIP

SECTION 1. MEMBERSHIP ELIGIBILITY. Any (1) natural person, (2) firm, (3) association, (4) corporation, (5) partnership, limited liability company, (6) state, state agency, or state political subdivision, tribal or governmental entity, (7) the United States of America, or any federal agency or federal political subdivision, or (8) other body politic (collectively, “Person”) using, receiving, or purchasing any electrical service from or through Dakota Energy Cooperative, Inc, is eligible to become a Member.

No Person may hold more than one (1) Cooperative membership. Unless required by law or otherwise provided in these Bylaws, no Cooperative membership, and no right or privilege associated with Cooperative membership, may be sold, purchased, assigned, or otherwise transferred. Membership eligibility is restricted to Persons using, receiving or purchasing electrical service. Other cooperative services such as mainstreet messenger, internet connection, rural television, and computer support, or other goods or services do not entitle a Person to eligibility for membership. “Cooperative Service” as used herein means electrical and other cooperative services described above.

SECTION 2. MEMBERSHIP PROCEDURE. Any Person seeking to become a Member (“Applicant”) must complete the following procedures (“Membership Procedures”).

1. Before or within a reasonable time of using, receiving, or purchasing any electrical service, Applicant shall complete a written membership application provided by the Cooperative in which the Applicant agrees, in writing, to:

a. Comply with:

(i) All applicable law and legally binding agreements regarding the:

(1) Cooperative;
(2) Cooperative’s operation;
(3) Cooperative’s Assets;
(4) Cooperative’s Members and Patrons; and
(5) Provision, use, receipt, and purchase of Cooperative Services, including, but not limited to, all applicable;

(ii) Legislative, executive, administrative, and judicial statutes, case law, regulations, ordinances, rulings, or orders;
(iii) Local, state, and federal statutes, case law, regulations, ordinances, rulings, or orders;
(iv) Contractual provisions legally enforceable by, or against, the Cooperative; and
(v) Legally binding contracts between the Cooperative and the Applicant or Member (collectively, “law”)
(vi) The Cooperative’s Articles of Consolidation (“Articles”);
(vii) These Bylaws;
(viii) The Cooperative’s service rules and regulations;
(ix) The Cooperative’s rate or price schedules; and
(x) Any policy, resolution, action, or amendment adopted by the Cooperative’s board of directors (“Board”) or membership;

b. Be a Member, and
c. At prices, rates, or amounts determined by the Board, and in a manner specified by the Cooperative, pay the Cooperative for all;

(i) Cooperative Services used, received, or purchased:

(1) By the Member; or
(2) At, or for, any dwelling or structure owned, controlled, or directly occupied by the Member, and

(ii) Dues, assessments, fees, deposits, contributions, demand or minimum charges, or other amounts required by these Bylaws or the Board;

2. Complete any additional or supplemental document or contract required by the Board for the Cooperative Service which the Applicant is seeking to use, receive, or purchase;

3. Unless waived in writing by the Board, or waived pursuant to Board policy generally applicable to all Applicants, pay the Cooperative any outstanding amounts owed the Cooperative by the Applicant.

SECTION 3. AUTOMATIC MEMBERSHIP. Unless the Board determines otherwise as provided in these Bylaws, upon;

1. Completing the Membership Procedure to the Cooperative’s satisfaction; and
2. Using, receiving, or purchasing any electrical service.

An Applicant automatically becomes a member of the Cooperative effective the date the Applicant began using, receiving, or purchasing electrical service.

If the Board determines that any Applicant is unable to comply with the Governing Documents, then the Board may refuse the Applicant membership in the Cooperative. For other good cause determined by the Board, the Board may refuse an Applicant membership in the Cooperative.

If the Board refuses membership to any Applicant, then the Cooperative shall return to the Applicant any amounts paid to the cooperative by the Applicant as part of the Membership Procedure other than:

1. Amounts paid for using, receiving, or purchasing any Cooperative Service; and
2. Outstanding amounts previously owed the Cooperative, and any associated interest or late payment charges.

SECTION 4. MEMBERSHIP AGREEMENT. Every Member shall follow, abide by, and be legally bound to, the Governing Documents. As provided in these Bylaws, the Cooperative may terminate any Membership or Cooperative Service for the Member’s failure to follow, abide by, or be legally bound to, the Governing Documents.

SECTION 5. JOINT MEMBERSHIP. As provided in this Bylaw, a husband and wife or any two (2) natural persons joined in a legal relationship and principally residing at the same location may apply for joint membership in the Cooperative (“Joint Membership”).

A. Creating Joint Memberships. By jointly signing and executing a membership application, and by jointly completing the Membership Procedures, a husband and wife or any two (2) natural persons joined in a legal relationship and principally residing at the same location may apply for Joint Membership. Any Member may apply to convert the Member’s individual membership to a Joint Membership with the Member’s spouse or any other natural person with whom the Member is legally joined principally residing at the same location as the Member.

B. Joint Member Rights and Obligations. Unless denied membership as provided by these Bylaws, and unless otherwise specified by these Bylaws, each natural person comprising a Joint Membership (“Joint Member”) has and may enjoy all the rights, benefits, and privileges, and is subject to all the obligations, requirements and liabilities, of being a Member. As used in these Bylaws, and unless otherwise provided in these Bylaws, Membership includes any Joint Membership and Member includes any Joint Member.

C. Effect of Joint Member Actions. For each Joint Membership:

1. Notice of any meeting provided to either Joint Member, or waiver of notice of any meeting signed by either Joint Member, constitutes notice or waiver of notice for both Joint Members comprising the Joint Membership:
2. The presence of either, or both, Joint Members at any meeting:
a. Constitutes the presence of one (1) Member at the meeting;
b. Waives notice of meeting for both Joint Members comprising the Joint Membership;
c. May invalidate any Member Mail Ballot previously mailed by the attending Joint Member;
3. If only one (1) Joint Member votes on any matter, then the vote binds the Joint Membership and constitutes one (1) vote;
4. Except upon the death of a Joint Member or divorce, legal separation or other legal termination of the relationship between Joint Members, the suspension or termination of either Joint Member constitutes suspension or termination of both Joint Members; and
5. A Joint Member otherwise qualified is eligible to serve as a member of the Board (“Director”). If both Joint Members are otherwise qualified to serve as Director, then either Joint Member, but not both Joint Members simultaneously, is eligible to serve as a Director.

D. Joint Membership Conversion and Termination. Upon a death, divorce, legal separation, or other legal termination of the relationship between Joint Members:

1. If one (1) Joint Member continues to legally use, receive, or purchase a Cooperative Service at the same location, then the Joint Membership converts to a membership in the name of the Joint Member continuing to legally use, receive, or purchase a Cooperative service at the same location;
2. If both Joint Members continue to legally use, receive, or purchase a Cooperative Service at the same location, then the Joint Membership converts to a membership in the name of the Joint Member determined by the Cooperative; or
3. If neither Joint Member continues to legally use, receive, or purchase a Cooperative Service at the same location, then the Joint Membership terminates.

SECTION 6. PROVISION OF COOPERATIVE SERVICES. The Cooperative shall provide Cooperative Services to Members in a reasonable manner, although it cannot and therefore does not guarantee a continuous and uninterrupted supply thereof. As to each Cooperative Service requested, the Cooperative’s responsibility and liability for providing such Cooperative Service terminates upon delivery of such Cooperative Service to a Member or other Person acting for a Member.

After providing the Member reasonable notice and an opportunity to comment orally or in writing, the Cooperative may suspend or terminate a Membership or any Cooperative Services to any Member upon determining that a Member has tampered or interfered with, damaged, or impaired any product, equipment, structure, or facility furnished or used by the Cooperative to provide, monitor, measure, or maintain any Cooperative service (“Cooperative Equipment”); Upon:

1. Discovering the unsafe condition of any Cooperative Equipment; or
2. Discovering any imminent hazard or danger posed by any Cooperative Equipment;

the Cooperative may suspend or terminate Cooperative Services to the Member without notice or opportunity to comment.

SECTION 7. PURCHASE OF COOPERATIVE SERVICES. As required or allowed by Law, and unless otherwise specified in writing by the Board, each Member shall use, receive, or purchase electrical services from the Cooperative. Each Member shall comply with, and abide by, any policy, rate, rule, procedure, or other determination promulgated by the Board regarding the provision of Cooperative Services to the Member.

A. Payments to Cooperative. At prices, rates, or amounts determined by the Board and in a manner specified by the Cooperative, each Member shall pay the Cooperative for all:

1. Cooperative Services used, received, made available, or purchased:

a. By the Member; or
b. At, or for, any dwelling or structure owned, controlled, or directly occupied by the Member; and

2. Dues, assessments, fees, deposits, contributions, demand or minimum charges, or other amounts required by Law, these Bylaws, or the Board.

B. Interest and Late Payment Fees. As determined by the Board, Members shall pay interest, compounded periodically, and late payment fees for all amounts owed, but not timely paid, to the Cooperative. Notwithstanding the Cooperative’s accounting procedures, the Cooperative may apply all amounts paid by any Member to all of the Member’s accounts on a pro ratta basis, or as otherwise determined by the Board.

C. Reduction in Cooperative Services. As required or allowed by Law, and as determined by the Board.

1. If a Member substantially reduces or terminates the Member’s use, receipt, or purchase of Cooperative Services, either singly or in combination; then
2. The Cooperative may charge the Member, and the Member shall pay the Cooperative, the reasonable costs and expenses incurred by the Cooperative in relying upon the Member’s pre-reduction or pre-termination use, receipt, or purchase of Cooperative Services.

SECTION 8. MEMBER GRANT OF PROPERTY RIGHTS. As determined or required by the Cooperative, each Member shall:

1. Provide the Cooperative temporary, or permanent, safe and reliable access to, and use of, and

2. Upon request from, and without charge to, and under reasonable terms and conditions determined by the Cooperative, grant and convey, and execute any document reasonably requested by the Cooperative to grant or convey to the Cooperative any easement, right-of-way, license, or other property interest in any real or personal property in which the Member possesses any legal right and which is reasonably necessary to:

a. Purchase, install, construct, inspect, monitor, operate, repair, maintain, remove, or relocate any Cooperative Equipment;
b. Provide, monitor, measure, or maintain any Cooperative service;
c. Satisfy or facilitate any obligation incurred, or right granted, by the Cooperative regarding the use of Cooperative Equipment; or
d. Safely, reliably, and efficiently;

(1) Operate the Cooperative, or
(2) Provide any Cooperative Service.

No Member shall tamper or interfere with, damage or impair any Cooperative Equipment. Unless otherwise determined by the Board, the Cooperative owns all Cooperative Equipment. Each Member shall protect all Cooperative Equipment, and shall install, implement, and maintain any protective device or procedure reasonably required by the Cooperative.

Each Member shall comply with any procedure required by the Cooperative regarding the provision of any Cooperative Service to any Member or Person.

SECTION 9. MEMBER SUSPENSION. The Cooperative may suspend Members as provided in this Bylaw and allowed by law.

A. Suspension Reasons. The Cooperative may suspend a Member if the Member:

1. Fails to timely pay any amounts due the Cooperative;
2. Fails to timely comply with the Governing Documents;
3. Ceases using, receiving, or purchasing any Cooperative Service;
4. Dies, legally dissolves, or legally ceases to exist;
5. Voluntarily requests suspension; or
6. Tampers or interferes with any Cooperative Equipment
or, as otherwise provided in these Bylaws, or for other good cause determined by the Board (collectively “Suspension Reason”).

B. Notice and Comment. Upon a Member’s voluntary request for suspension, or, unless otherwise provided in these Bylaws, if the Cooperative, following the occurrence of a Suspension Reason other than a Member’s voluntary request for Suspension:

1. Provides the Member at least fifteen (15) days prior written notice of the Member’s possible suspension and the underlying Suspension Reason; and
2. Notifies the Member that the Member has, and allows the Member, at least five (5) days after the effective date of the notice to comment upon the Suspension Reason, either orally or in writing;
3. Unless otherwise determined by the Board in good faith;

then, the Member is suspended.

Any written suspension notice provided by mail must be mailed first-class or certified mail to the Member’s most current address shown on the Membership List. A partner leaving a partnership-Member remains liable to the Cooperative for any amounts owed to the Cooperative by the partnership-Member at the time of the partner’s departure. . Unless otherwise determined by the Board, a partnership-Member continuing to use, receive, or purchase a Cooperative service is not automatically suspended upon the death of any partner, or following any other alteration in the partnership.

C. Effect of Member Suspension Upon Cooperative. Upon a member’s suspension, and other than the Cooperative’s:

1. Obligation to retire and refund Capital Credits and Affiliated Capital Credits, and
2. Cooperative’s duties, obligations, and liabilities imposed by these Bylaws for the Member cease; and
3. Cooperative may cease providing any Cooperative Service to the Member.

D. Effect of Member Suspension Upon Member. Other than the right to receive retired and refunded Capital Credits and Affiliated Capital Credits, and other than rights upon the Cooperative’s dissolution, a suspended member forfeits and relinquishes all rights provided in the governing Documents. In particular, a suspended member forfeits and relinquishes any voting rights provided by these Bylaws. A suspended Member, however, remains subject to all obligations imposed by the Governing Documents.

E. Lifting of Suspension. Unless otherwise determined by the Board in good faith, a Member’s suspension is automatically lifted upon the Member rectifying, to the Cooperative’s reasonable satisfaction, the underlying Suspension Reason within ten (10) days of the suspension. The Board may lift any Member suspension for good cause as determined by the Board.

SECTION 10. MEMBER TERMINATION. Upon approval by the Board in good faith, and as allowed by Law, a suspended Member is terminated. Termination of a Member does not release the former Member from any debts, liabilities, or obligations owed the Cooperative. Upon a Member’s termination from the Cooperative, and after deducting any amounts owed the Cooperative, the Cooperative shall return to the Member any amounts authorized by the Board and generally returned to terminated Members.

SECTION 11. MEMBER LIST. The Cooperative, or the Cooperative’s agent, shall maintain a record of current Members (“Membership List”).

Upon five (5) business days’ prior written notice or request and:

1. At a reasonable time and location specified by the Cooperative, a Member may inspect and copy the names and addresses included in the Membership List, or
2. If reasonable, as determined by the Cooperative, and upon a Member paying the Cooperative a reasonable charge determined by the Cooperative covering the Cooperative’s labor and material cost of preparing and copying the Membership List, the Cooperative shall provide to the Member a copy of the names and addresses included in the Membership List

if, and to the extent that:

1. The Member’s demand is made in good faith and for a proper purpose;
2. The Member describes with reasonable particularity the Member’s purpose for inspecting or copying the Membership List; and
3. The Membership List is directly connected with the Member’s purpose.

Without the Board’s consent, however, a Member may not inspect, copy, or receive a copy of, the names and addresses included in the Membership List for any purpose unrelated to the Member’s interest as a Member. Likewise, without the Board’s consent, the names and addresses included in the Membership List may not be:

1. Used to solicit money or property unless the money or property is used solely to solicit Member votes;
2. Used for any commercial purpose; or
3. Sold to, or purchased by, any person.