7 COOPERATIVE PRINCIPLES

Transcription

1 welcome

2 7 COOPERATIVE PRINCIPLES Voluntary & Open Membership Membership in a cooperative is available to anyone who can reasonably use its services, regardless of race, religion, gender or economic circumstances. Democratic Member Control Cooperatives are controlled by their members, and each member has one vote. Directors are elected by the members and as a result, control remains in the hands of the members. Members Economic Participation Members contribute equally to the cooperative. Cooperatives provide services at cost and are not-for-profit organizations. Money that is left after all expenses have been paid is called the margins. We return margins to our members every year in the form of capital credits. In 2016, we retired over $2.2 million in capital credits to our members! Autonomy & Independence Cooperatives are self-sustaining, self-help organizations. If cooperatives enter into agreements with others or raise money from outside sources, they do so on terms that maintain democratic control. Education, Training & Information Keeping members, directors, managers and employees up to date on important issues allows them to effectively contribute to the development of the cooperative. Cooperation Among Cooperatives Cooperatives serve their members most effectively by working together locally, nationally and internationally. Concern for Community Cooperatives strengthen communities with programs supported by their members.

3 WHO WE ARE Since the incorporation of Butler Rural Electric Cooperative in 1936, the board of trustees and employees have worked diligently to hold down costs and provide safe, reliable and affordable electric service to all members. We take pride in serving our local community. The employees and trustees, past and present, are the neighbors, friends and families of our members. Our office is located in the heart of our territory, and we enjoy actively participating in community functions. We will always work for the people we serve, to enhance their lives, and to provide them with safe, reliable and affordable electric service. There s a reason cooperatives have stood the test of time. The cooperative principles and values put power in the right hands the members. Today, Butler Rural Electric Cooperative remains steadfast and committed to our members with the same values and principles as those who paved our way. That s the cooperative difference.

4 TOUCHSTONE ENERGY Touchstone Energy represents a nationwide alliance of member-owned electric cooperatives, including Butler Rural Electric. It delivers power and energy solutions to more than 750 unified local electric cooperatives across 46 states, forming the largest electric utility in the country. Connecting America s electric cooperatives to benefit members and their communities makes Touchstone Energy different from traditional power companies.

5 THE COOPERATIVE DIFFERENCE Electric cooperatives serve members and strive to achieve the highest member satisfaction possible. As a not-for-profit organization, the cooperative retires capital credits to its members each year. We have a local presence in the community and welcome our members to come to the office to pay their bill, ask a question or discuss an issue. Butler Rural Electric Cooperative is dedicated to informing and educating our members about energy efficiency. We are involved in your community, sponsoring events, awarding grants from the Butler Rural Community Connection program and visiting schools to teach children about electrical safety. OUR MISSION To be a dynamic, progressive organization guided by cooperative principles and to provide energy and other value-added services to members. The cooperative will participate in its community, providing leadership and support to improve the quality of life for all of its citizens. TERRITORY Butler Rural Electric Cooperative serves more than 11,500 members in portions of Butler, Hamilton, Preble and Montgomery counties. Territories are predetermined by the Public Utilities Commission of Ohio, or PUCO.

6 BOARD OF TRUSTEES The board of trustees represents the members as the governing body for the cooperative. Each trustee represents one of nine districts that make up the cooperative's service territory. They meet each month to make decisions concerning the cooperative s best interest. Members elect three trustees each year at the Annual Meeting to serve a threeyear term. Your representative wants to hear from you. Feel free to give them feedback or ask them questions. They are your voice for the cooperative. Thomas McQuiston President Somers Township Robert Hoelle Vice President Wayne & Madison townships David Evans Secretary & Treasurer Israel & Oxford townships William Foster Jr. Ross, Fairfield, Crosby & Colerain townships Ronald Kolb Reily Township Tammy Mann Gratis & German townships James Meador Milford Township Robert Spaeth Morgan & Harrison townships Michael Tilton Hanover & St. Clair townships

7 CAPITAL CREDITS One of the many unique features of an electric cooperative is that after operating expenses have been paid, margins are returned to members in the form of capital credits. Below, the capital credits process is explained step-bystep: Butler Rural Electric Cooperative is a not-for-profit organization owned by our members. The money to cover day-to-day operating costs of the cooperative comes directly from members paying their monthly electric bills. At the end of the year, Butler Rural Electric Cooperative subtracts operating expenses from the amount of money collected and the remaining balance is called the margins. The margins left over at the end of the year are allocated, or assigned, to your capital credits account based on individual patronage, or the amount of money you pay for your electric bill each year. Your capital credits account, similar to a bank account, is the accumulation of margins that have been allocated to you each year based on your patronage. At the end of each year, the cooperative deposits your allocated margins into your capital credits account. From time-to-time, the board of trustees retires capital credits based on the financial stability of the cooperative. If the board chooses to retire capital credits, the cooperative will withdraw the margins from your capital credits account and send them to you in the form of a check, unless you choose to apply the amount to your bill.

8 OHIO COOPERATIVE LIVING MAGAZINE Ohio Cooperative Living magazine is the primary source of communication between the cooperative and our members. Each month, you will receive a copy of the magazine in the mail. The 12 center pages are written locally and contain news and information that is important to Butler Rural Electric Cooperative members. Make sure to glance at this section of the magazine each month for updates and event dates. The other pages of Ohio Cooperative Living magazine are published by Ohio s Electric Cooperatives, the statewide association for electric cooperatives in Ohio, which is located in Columbus. Along with information that is important to all electric cooperative members in the state, you will find interesting articles, recipes and much more! COMMUNITY CONNECTION The Butler Rural Community Connection program gives our members the opportunity to round up their monthly electric bills to the next highest dollar amount. The funds are given to non-profit organizations like schools and fire departments. Your pennies, nickels and quarters can make big changes in your community. A five-person volunteer board of trustees meets twice a year to evaluate and choose grant recipients. These board members are also Butler Rural Electric Cooperative members who are part of your community. This ensures the decisions are made in the best interest of the community. Their individual commitment to the community has resulted in decisions that have encompassed a broad spectrum of grant winners, from improving miles of horse-riding trails in Hamilton County to funding equipment to help a young child with developmental disabilities learn to walk. Since Community Connection was founded in 1994, over $1 million in grants have been awarded to local organizations. COMMUNITY ROOM The cooperative has a meeting room that can be used by non-profit groups that benefit the community. The room has been established for business use and is not designed for merchandise parties, receptions or family gatherings. The room capacity is determined once room requirements are discussed. Use of the room is free of charge, on a first-come basis. To allow more groups to use the room, it is reserved on an occasional basis and not for regularly scheduled events. Please contact the cooperative to reserve the Community Room.

9 ANNUAL MEETING Each spring, the cooperative hosts its Annual Meeting at Miami University s Millett Hall in Oxford. The Annual Meeting is an event open to all members and is filled with a night of great food, entertainment and socializing with friends and neighbors. There is also an annual business meeting, so presentations are made by the general manager, president of the board and other officials. The Annual Meeting is our members opportunity to exercise democratic member control, a guiding principle for the cooperative business model. Members vote to elect three cooperative trustees annually. Voting for trustees takes place at the meeting.

10 YOUR BILL Your electric bills are calculated around the 5 th of the month and are usually due on the 20 th of every month. If the 20 th falls on a weekend or holiday, the due date is moved to the next business day. The bill reflects electric use and charges from the first to the last day of the prior month. Your payment due date is detailed on each bill. You can always view your account details through SmartHub by visiting our website. WAYS TO PAY There are a variety of ways to conveniently pay your electric bill. You can pay through SmartHub by visiting our website, by automatic bank draft, by mail using the envelope included with your bill, at any First Financial Bank, through our SecurePay automated phone system by calling , or you can drop your payment off at our office. For assistance paying your electric bill, please contact the cooperative. VARIABLE BILLING The cooperative offers a variable billing plan to help level out your monthly electric bills. Variable billing averages your current kilowatt-hour use with use from the previous eleven months. Your monthly electric bills will fluctuate within a reasonable amount each month with variable billing. Your account must have a zero balance before you can be on variable billing. To sign up, call Butler Rural Electric Cooperative s office at or or visit our website to enroll at butlerrural. coop/content/budget-billing-form. PAPERLESS BILLING Go paperless and help save a tree! Paperless billing helps eliminate the clutter in your home or office by conveniently delivering your bill to your address. Sign up today by vising butlerrural.coop/content/ ways-pay-paperless-billing. AUTOMATIC BANK DRAFT Autopay is a simple and convenient way to pay your monthly bill. It will save you from late fees and the worry of your payment getting lost in the mail. Your payment will be automatically deducted from your account on the day after the due date. You will never have to worry about making a payment again!

11 SMARTHUB Butler Rural Electric Cooperative s SmartHub is your one-stop-shop for paying your electric bill, analyzing your energy use and setting easy energy trackers. With SmartHub, you have the ability to view your electric use by month, day and even hour. Use this tool to manage your energy consumption and track energy efficiency in your home or office. Pay your bill and check out your home s energy use with these easy steps: Go to butlerrural.coop Click on My Account on the home page Log into your account or click on New User to create a new account Use the navigation along the top of SmartHub to manage your account

12 RATES Your bill is based on three charges the Distribution Base Charge, Distribution Energy Charge and Generation & Transmission Charge. The Distribution Base Charge covers upkeep of our electric system, such as lines, poles, meters and substations. It covers everything it takes to bring electricity to your home and is influenced by the operating costs of Butler Rural Electric Cooperative. The Distribution Energy Charge is influenced by the number of members the cooperative has per mile of line. The cooperative has an average of ten members per mile of line, which results in slightly higher operating costs for the cooperative. This is significantly less than larger investor-owned utilities who have an average of 38 customers per mile of line. Even though we have less members per mile of line, the cooperative has competitive rates and constantly strives to provide all members with safe and reliable electric service. The Generation & Transmission Charge is the cost of coal, environmental enhancements at the generation facilities, fuel for trains, trucks and barges to bring the coal to the plant, and sending power over transmission lines to our distribution system. It s the cost of power from Buckeye Power, our generation and transmission cooperative.

13 PROGRAMS Butler Rural Electric Cooperative is more than an electric provider. We offer many energy efficiency programs to help you live a more efficient and comfortable lifestyle. The next few pages feature some of our most popular programs. For a full list, visit our website, butlerrural.coop. SUPPORT ACRE Co-op Owners for Political Action, or COPA, supports congressional candidates, regardless of political party affiliation, who share goals that are consistent with the mission of electric cooperatives. More than 34,000 cooperative members across the U.S. are participating in the COPA program. If you want to keep the voice of electric cooperatives heard in the political process by participating in COPA, sign up today. You can become a regular member for $2.08 each month, which will be added to your monthly electric bill. CO-OP CONNECTIONS CARD As a member of Butler Rural Electric Cooperative, you received a Co-op Connections Card in your new member packet. This card provides you with discounts at local and national businesses, pharmacies and health care providers at no additional cost to you. The Co-op Connections Card also provides discounts on dental, vision, hearing, lab work, imaging and chiropractor visits. In 2016, Butler Rural Electric celebrated the cooperative's 80th anniversary and reflected on the cooperative's community involvement.

14 PEAK ALERTS A Peak Alert is a way to keep electric use down, which in turn keeps members rates lower. Peak Alerts are issued when the demand for electricity is at an all-time high and rising toward a new peak. They typically occur on hot summer days from about 2 to 6 p.m. We ask our members to reduce their energy consumption during this time in order to help avoid reaching a new peak. During peak demand times, it costs more for Buckeye Power, our power supplier, to generate the large amount of electricity being consumed. To meet the demand, Buckeye s large coal-fired base load power plants are running at full capacity. Additional natural gas peaking plants, which cost more to run, are brought on-line to help supply enough electricity. If you have a radio-controlled switch on your water heater or a Cool Returns switch on your central air-conditioning system, it will be activated during summer Peak Alerts. The cooperative informs our highest energy users when a Peak Alert is in effect through an automated phone call and . We also post Peak Alert notices on our Facebook page and on our website, butlerrural.coop.

15 RADIO-CONTROLLED SWITCHES & COOL RETURNS The cooperative s load management program is an essential tool used to help control power costs. Load management programs such as water heater radio-controlled switches (RCS), and Cool Returns air conditioner switches were created to help the cooperative decrease the use of electricity during peak times, when many people are using large amounts of electricity at the same time. You will receive a $4 monthly bill credit if you have an RCS installed on your electric water heater. When the switch is activated during a Peak Alert, the water heater elements will be turned off to help decrease electric demand. If you have a Cool Returns switch installed on your air conditioning system, you will receive a one-time $100 bill credit and a $2 monthly bill credit. When the switch is activated during a Peak Alert, your system will cycle on and off for brief periods of time. Your RCS makes a difference! 52,000 50,000 kilowatts 48,000 46,000 44,000 42,000 With Control Without Control Peak Alert Period 40, Time of day (p.m.)

16 SURGE PROTECTION Keep your family safe during the storm with the cooperative s surge protection options. The cooperative leases meter socket adapters, also knows as an MSA. The MSA will protect against damage to standard appliances, such as washers, dryers, stoves, refrigerators, freezers, dishwashers and microwave ovens. The cooperative also offers surge arresters. The surge arrester protects appliances and household electronics. SECURITY LIGHTS Butler Rural Electric Cooperative leases LED security lights for $10 per month, which is added to your electric bill. The monthly charge covers installation, maintenance and all electric consumption for the light. A 36 month agreement must be signed prior to installation of the light to allow the cooperative to recover the cost of installation. HOME ENERGY AUDITS Butler Rural Electric Cooperative offers professional energy audits at a reasonable cost to help members pinpoint problem areas in their home. The audit includes a blower door test, infrared camera images and a walk-through audit of the home. An audit report will be sent to you after the energy audit is complete. The report will provide cost effective ways to improve the comfort and efficiency of your home. ELECTRICIAN SERVICES Butler Rural Electric Cooperative has licensed and insured electricians on staff to help with your electric repairs. Our electricians can help members and non-members within a 25-mile radius from the office.

17 GEOTHERMAL DUAL FUEL AIR-SOURCE HEAT PUMP REBATES Butler Rural Electric Cooperative offers a rebate on the purchase or replacement of a geothermal system. Members with geothermal receive a reduced kilowatt-hour rate between kilowatt-hours during the months of September through May. Members must use an HVAC contractor from our participating list. The cooperative offers a rebate on the purchase of a new or replacement heat pump. Members receive a reduced kilowatt-hour rate on any heat pump use during the months of September through May. Members must use an HVAC contractor from our participating list. To qualify for a heat pump rebate, your home must be at least six years old. LOANS Is your home using too much energy? Do you need to make an electrical upgrade or improvement to your home? Butler Rural Electric Cooperative can finance loans up to $25,000 at a low interest rate. By making these improvements, you can increase the energy efficiency of your home and lower your electric bill. Energy efficiency loans These cover insulation, weather stripping, caulking, storm and thermal windows and doors, and clock or electronic thermostats. Electrical improvement loans These can be for upgrading of services, meter pole changes, rewiring projects, power quality equipment, backup generators, disconnect switches and correction of unsafe electrical conditions. Air-source heat pump or central a/c loans To qualify for a heat pump loan, the heat pump must be ENERGY STAR rated. Central a/c loans are only available for qualifying members who have never had a/c previously. Geothermal loans These include all labor, duct work, excavation, pipe and materials. To qualify for the loan, the geothermal system must be ENERGY STAR rated.

18 INSULATION REBATES The cooperative offers rebates to members who install qualified insulation and/or air sealing upgrades in their home. By reducing the amount of air that leaks through the home's envelope, members can save money on their home s energy costs and increase their home's comfort level. All qualifying insulation and air sealing upgrades must be installed in a home that is primarily heated with electric. Seasonal homes do not qualify. Insulation and air sealing upgrades must be installed by a licensed and insured contractor. Do-it-yourself projects are not eligible for the rebate. Other program qualifications are available by contacting the cooperative or visiting our website. WATER HEATERS The cooperative sells and leases Rheem Marathon water heaters. Water heater sizes include 50, 85 and 105 gallon tanks. Our electricians are able to service and install the water heaters. PURCHASE Please contact our office for current water heater prices. $ rebates are available for members building a new home or replacing a fossil fuel water heater for the first time. A radio-controlled switch is required for the rebate. LEASE The lease price is $12.50 per month plus tax. A radio-controlled switch is required for leased water heaters. Benefits of leasing: All service is performed free of charge. No up-front cost, no tank to buy, no installation fee. Geothermal systems and fossil fuel change-outs may require an additional installation fee. Water heaters are installed by trained cooperative employees. Low monthly fee is added to your monthly electric bill. Features of Rheem Marathon water heaters Lifetime tank warranty. Tank is warranted not to leak for as long as the original owner owns the home. Six year parts and labor warranty. 2.5 inches of foam insulation. Non-metallic inner tank helps eliminate odor problems. If the home is sold, the warranty converts to 15 years from the date of manufacture. Parts are warranted for 6 years from the date of manufacture.

19 CONCERN FOR COMMUNITY From sponsorships to scholarships, the cooperative and its employees are frequently out and about in the community. We are proud of the area we serve and want to improve your quality of life. SCHOLARSHIPS Each spring, Butler Rural Electric Cooperative awards 11 scholarships to high school seniors whose parents or guardians are cooperative members. 10 students will be invited to interview with judges based on gradepoint average and community involvement. Two students will be awarded a first-place, $2,500 scholarship, two students will be awarded the second-place R. Fred Woodruff Scholarship in the amount of $1,500 each, and six students will be awarded $1,000 college scholarships. The highest placing student will be invited to compete for additional scholarships from Ohio s Electric Cooperatives with a chance to receive up to $3,500 in additional scholarships. The Touchstone Energy Achievement Scholarship is awarded to one student who is committed to pursuing a college education despite obstacles that may have been in their way. The recipient is awarded a scholarship from the cooperative. YOUTH TOUR Each summer, the cooperative sponsors high school sophomores and juniors to go on a free trip to Washington, D.C. with students from across the country. The selected students spend the week touring our nation s capitol, visiting with Congressional representatives and having the time of their lives! Scholarship opportunities are available to Youth Tour alumni who have completed one year of college courses.

20 OUTAGES As much as we try to avoid them, power outages do occur. Storms, wind, trees, small animals, car accidents and equipment failure can be the culprit. No matter the time or the day, our crews will respond immediately and get the problem resolved as quickly and as safety as possible. If you are experiencing a power outage, please check your breaker to determine if the outage is a household issue. The main breaker is outside of your home, near your meter. If you have checked the breaker and it seems to be functioning properly, call Butler Rural Electric Cooperative to report your outage. You can report an outage by calling the cooperative at or , twenty-four hours a day, seven days a week. You can also report an outage through SmartHub by going to our website. Do not assume we know about your outage. You should always report it to the cooperative. Never report an outage to the cooperative through or social media. CALL BEFORE YOU DIG Planning to dig on your property? Call Ohio Utilities Protection Service, or OUPS, first! Forty-eight hours before digging, call or 811 from a land line and representatives from neighboring utilities will locate and mark their underground lines. When a utility marks a location, it uses a colored flag and/or paint to identify the type of underground service. Here are the standard colors and the utilities they represent: ELECTRICAL GAS, OIL, GASEOUS MATERIALS PHONE, CABLE POTABLE WATER RECLAIMED WATER SEWERS TEMPORARY SURVEY MARKINGS PROPOSED EXCAVATION (white)

21 TREE TRIMMING Weather-related events cause the majority of power outages for electric cooperatives. Vegetation, trees, shrubs and brush growing too close to power lines and distribution equipment cause 15 percent of power interruptions. To cut back on potential tree-related problems, Butler Rural Electric Cooperative operates an aggressive tree trimming program. Our contractors look for foliage growing under lines, overhanging branches, leaning or other types of dangerous trees that could pull down a power line if they fall, and trees that could grow into lines. It s a job that s never done by the time crews finish trimming along our 1,084 miles of lines, vegetation has started to grow back at the starting point. Because of this, the cooperative trims on a four-year cycle. You will receive a postcard or to notify you before your trees are trimmed. Let us know if you notice trees or branches that might pose a risk to our power lines. Before planting trees in your yard, think about how tall they may grow and how wide their branches may spread. As a rule of thumb, 25 feet of ground-to-sky clearance should be available on each side of our utility poles to give power lines plenty of space. Choose tree varieties with care and plant with power lines in mind. If you have a green transformer box in your yard, please remember that planting around it can be dangerous and could block our crews from accessing it. Plant landscaping at least 10 feet from the box. The transformer will be inspected on a routine basis, so keeping it clear of landscaping will be helpful. In 2015, we began taking down ash trees that are in the right of way. Due to the damage caused by the emerald ash borer, most of the ash trees in our area are dead or dying and could cause damage to our lines. We are aware of the potential impact the ash trees could have on our system and because of that, we have planned to increase tree trimming throughout the next few years. We will continue to trim anything that is within our right of way. In addition to that, ash trees outside our right of way will be evaluated to determine if they are a threat to our system. If they pose a threat, we will cut them down for our members, but in order to hold down costs, it will be the members responsibility to remove the brush. Right of way clearing is important because it can help avoid widespread outages during severe weather conditions. Clearing also gives our linemen safe access to repair problems.

22 BUTLER RURAL ELECTRIC COOPERATIVE, INC Stillwell Beckett Road Oxford, Ohio or CODE OF REGULATIONS and ARTICLES OF INCORPORATION MISSION STATEMENT To be a dynamic, progressive organization guided by cooperative principles and to provide energy and other value-added services to its members. The Cooperative will participate in its communities, providing leadership and support to improve the quality of life for all of its citizens. VISION STATEMENT Butler Rural Electric Cooperative, Inc., known for its corporate professionalism, recognized for its leadership in safety, financial integrity, and community affairs, constantly strives to demonstrate the cooperative difference to its members and in so doing, distinguishes itself in the industry. BOARD OF TRUSTEES (as of May 25, 2016) Thomas McQuiston President 2383 Oxford Germantown Rd. Camden, Ohio Robert Hoelle Vice President 4681 West Elkton Rd. Hamilton, Ohio David Evans Secretary/Treasurer 3721 Riggs Rd. Oxford, Ohio Ronald Kolb 7585 Gray Rd. Oxford, Ohio James Meador 2757 Scott Rd. Oxford, Ohio William Foster Jr Layhigh Rd. Hamilton, Ohio Tammy Mann 4027 Northern Rd. Somerville, OH Michael Tilton 2281 Stillwell Beckett Rd. Hamilton, Ohio Robert Spaeth 3150 Chapel Rd. Okeana, Ohio CODE OF REGULATIONS OF BUTLER RURAL ELECTRIC COOPERATIVE, INC. As amended at the 80th Annual Meeting of Members April 27, 2017 Oxford, Ohio ARTICLE I MEMBERSHIP SECTION 1. Requirements For Membership. Any person, whether a natural person or a firm, association, corporation, partnership, body politic or subdivision thereof, will become a member of Butler Rural Electric Cooperative, Inc. (hereinafter called the Cooperative ) upon receipt of electric service from the cooperative, provided the applicant has first: (a) Made a written application for membership therein. (b) Agreed to purchase from the Cooperative electric power and/or energy as hereinafter specified. (c) Agreed to comply with and be bound by the Articles of Incorporation and Code of Regulations by the Cooperative, any rules and regulations and policies adopted by the Board of Trustees of the Cooperative (hereinafter sometimes called the Board ), and (d) Paid a membership fee of Ten and no/100 dollars. A member shall make an application for service for every service location on the system and pay any application fee as may be established by the Board. No membership in the Cooperative shall be transferrable. SECTION 2. Membership Certificates. Membership in the Cooperative may be evidenced by a membership certificate which shall be in such form and shall contain such provisions as shall be determined by the Board. Such certificate shall be signed either manually or by facsimile signature by the President and by the Secretary of the Cooperative and the corporate seal or a facsimile thereof shall be affixed to such certificate. Failure to issue a membership certificate or the loss or destruction thereof shall not affect the membership of any person listed as a member in the Cooperative s membership records. SECTION 3. Joint Membership. Applications for joint membership shall not be accepted. SECTION 4. Purchase of Electric Energy. Each member shall, as soon as electric energy shall be available, purchase from the Cooperative all electric energy used on the premises specified in the application for electric service, and shall pay therefore at rates which shall from time to time be fixed by the Cooperative in accordance with all applicable requirements of law. It is expressly understood that amounts paid for electric power and/or energy in excess of the cost of service are furnished by the patrons of the Cooperative, whether members or non-members, as capital and each patron shall be credited with the capital so furnished as provided in this Code of Regulations. Each patron shall pay all amounts owed to the Cooperative 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 interconnected with Cooperative facilities, shall be subject to appropriate regulations as shall be fixed from time to time by the Cooperative. SECTION 5. 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 of all the members of the Board, expel any member who fails to comply with any of the provisions of the Articles of Incorporation, this Code of Regulations, or rules, regulations or policies adopted by the Board, but only if such members shall have been given written notice by the Cooperative that such failure makes the member liable to expulsion and such failure shall have continued for at least ten days after such notice was given. Any expelled member may be reinstated by vote of the Board or by vote of the members at any annual or special meeting. (b) Upon the withdrawal, death, cessation of existence, cessation of the Cooperative s electric service to, or expulsion of a member, the membership of such member shall thereupon terminate. The Board may adopt uniform rules governing the membership status of persons whose electric service is temporarily discontinued by the Cooperative. Termination of membership in any manner shall not release a member or member s estate from any debts or obligations due the Cooperative. (c) In case of withdrawal or termination of membership in any manner, the Cooperative shall repay

23 to the member the amount of the membership fee paid, provided, however, that the Cooperative shall deduct from the amount of the membership fee the amount of any debts or obligations owed by the member to the Cooperative. SECTION 6. Service to All Persons Within the Cooperative s Service Area. (a) The Cooperative shall extend electric service to all persons, whether members or non-members, within the Cooperative s service area who (i) desire such service and (ii) meet all requirements established by the Cooperative as a condition of such service. Conditions of service shall be set forth in the rules, regulations and policies of the Cooperative. All such rules, regulations and policies shall be just, reasonable and not discriminatory or preferential. No discrimination or preference shall be made between member and non-member patrons of the Cooperative with respect to rates or terms or conditions of service. As used in this Code of Regulations, the term service area shall mean geographic area established pursuant to the laws of the State of Ohio, or in the absence thereof as otherwise established by the Board of Trustees of the Cooperative. (b) Nothing contained in this Code of Regulations, in the Cooperative s rules and regulations, policies, or otherwise, shall be construed to limit or prevent the Cooperative from selling electric power and/ or energy or otherwise rendering electric service to non-members or to prohibit the Cooperative from entering into and performing franchises or other contracts with political subdivisions, bodies politic, or governmental agencies or instrumentalities, which franchises or contracts provide for the selling of electric power and/or energy or otherwise rendering electric service to any such subdivision, bodies agencies, instrumentalities or the citizens thereof. (c) Nothing contained in this Code of Regulations, in the Cooperative s rules and regulations, policies, or otherwise, shall be construed to limit or prevent the Cooperative from entering into related electric energy or unrelated business enterprises as the Board of Trustees shall consider to be appropriate from time-to-time. SECTION 7. Aid to Construction. In the event a member or non-member makes application for service beyond the limits normally furnished in accordance with the policies of the Cooperative, the member or non-member will be required to pay or guarantee the additional costs that are not the Cooperative s obligation. Nothing in the section shall be taken to mean that the Board of Trustees of the Cooperative cannot establish other classes of service. Such other classes are to be consistent with sound economics using the help of Rate Consultants or Regulatory Agencies to establish the terms and conditions of service. A contract shall be drawn up and signed by both the member or non-member and the Cooperative stating the costs to be paid or guaranteed. If payment is required, any such payment must have been received in the office of the Cooperative before any work shall begin. No payment or guarantee shall give the member or non-member any property rights in the facilities constructed other than those held by virtue of Cooperative membership. Guarantees shall take the form as determined by the Board of Trustees. ARTICLE II RIGHTS AND LIABILITIES OF MEMBERS SECTION 1. Property Interest of Members. Upon dissolution, after (a) All debts and liabilities of the Cooperative have been paid, and (b) All capital furnished through patronage has been retired as provided in this Code of Regulations, the remaining property and assets of the Cooperative shall be distributed among the members and former members in the proportion which the aggregate patronage of each bears to the total patronage of all members during the ten years next preceding the date of the filing of the certificate of dissolution. SECTION 2. Non-Liability for Debts of the Cooperative. The private property of the members shall be exempt from execution or other liability for the debts of the Cooperative and no member shall be liable or responsible for any debts or liabilities of the Cooperative. ARTICLE III MEETING OF MEMBERS SECTION 1. Annual Meeting. The annual meeting of the members shall be held each year at such time and place as selected by the Board and which shall be designated in the notice of the meeting, for the purpose of electing Board members, passing upon reports for the previous fiscal year and transacting such other business as may come before the meeting. It shall be the responsibility of the Board to make adequate preparations for the annual meeting. Failure to hold the annual meeting at the designated time shall not work as forfeiture or dissolution of the Cooperative. In the event that such annual meeting is not held, for any reason, all matters to be attended to will be considered at the next annual meeting, the date and time to be designated by the Board of Trustees. SECTION 2. Special Meetings. Special meetings of the members may be called by resolution of the Board, or upon a written request signed by any three Board members, by the President, or by ten percent or more of all members, and it shall thereupon be the duty of the Secretary to cause notice of such meeting to be given as hereinafter provided. Special meetings of the members may be held at any place within the service area of the Cooperative designated by the Board. SECTION 3. Notice of Members Meetings. Written or printed notice stating the place, day and hour of the meeting and, in case of a special meeting or an annual meeting at which business requiring special notice is to be transacted, the purpose or purposes for which the meeting is called, shall be delivered not less than ten days nor more than fifty-five days before the date of the meeting, either personally or by mail, by or at the direction of the Secretary, or upon a default in duty by the Secretary, by the persons calling the meeting, to each member. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to each member as the address appears on the records of the Cooperative, with postage thereon prepaid. The failure of any member to receive notice of an annual or special meeting of the members shall not invalidate any action which may be taken by the members at any such meeting. Notice of adjournment of a members meeting need not be given to members present at such adjournment if the time and place to which it is adjourned are fixed and announced at such meeting. SECTION 4. Quorum. Two percent of the total membership, present in person at a member meeting, shall constitute a quorum. If

24 less than a quorum is present at any meeting, a majority of those present in person may adjourn the meeting from time to time without further notice, provided that the Secretary shall notify any absent members of the time and place of such adjourned meeting. SECTION 5. Voting. Each member shall be entitled to one vote and no more upon such matters submitted to a vote of the members. All questions shall be decided by a vote of the majority of the members voting thereon in person or in a manner as provided by the Board of Trustees in accordance with law, the Articles of Incorporation, or this Code of Regulations. SECTION 6. Order of Business. The order of business at the annual meeting of the members and, so far as possible, at all other meetings of the members, shall be essentially as follows, except as otherwise determined by the members at such meeting: 1. Reading of the notice of the meeting and proof of the due publication or mailing thereof, or the waiver or waivers of notice of the meeting, as the case may be. 2. Reading of unapproved minutes of previous meetings of the members and the taking of necessary action thereon. 3. Presentation and consideration of reports of officers, Board members, and committees. 4. Confirmation of Nominating Committee 5. Election of Board members. 6. Unfinished business. 7. New business. 8. Adjournment. ARTICLE IV BOARD OF TRUSTEES SECTION 1. General Powers. The entire business and affairs of the Cooperative shall be managed by a board of nine trustees which shall exercise all of the powers of the Cooperative except such are as by law, the Articles of Incorporation or this Code of Regulations conferred upon or reserved to the members. SECTION 2. Election and Tenure of Office. The Board shall divide the service area of the Cooperative into nine (9) districts so that equitable representation may be given to the geographic areas served by the Cooperative. The Board shall have the power to change the boundaries of such districts whenever in their opinion the purpose of this Section requires such a change. Each district shall be represented by not less than one Board member. Three Board members shall be elected each year by secret ballot at the annual meeting of the members, or at any meeting held in lieu thereof as hereinbefore provided, by and from the members to serve for a term of three (3) years or until their qualified successors shall have been elected, subject to the provisions of this Code of Regulations with respect to the removal of Board members. Board members may be elected by a plurality vote of the members. SECTION 3. Qualifications. Only the following shall be eligible to become or remain a member of the Board: The candidate or member of the Board must be a natural person who: is a member and bona fide resident in the particular district within the service area of the Cooperative which the trustee is to represent. is not in any way employed by or financially interested in a competing enterprise or business including but not limited to the following: A) a business selling electric energy or supplies to the Cooperative,; or B) a business primarily engaged in selling electric energy, electrical appliances, fixtures, or supplies to the members of the Cooperative. is not or has not within the last five (5) years preceding the date of the current year s annual meeting been an employee of the Cooperative in any capacity. is not employed in any capacity by any governmental regulatory agency having jurisdiction or authority over the Cooperative. An individual seeking appointment or election to the Board shall be qualified by the following: 1) by the Board of Trustees when considering individuals for Board replacement as a result of an Article IV, Section 6 vacancy; 2) by the Committee of Nominations for individuals seeking election to the Board pursuant to Article IV, Section 2 or Section 4; and 3) by the Committee of Nominations for individuals seeking election to the Board of a replacement Board member removed pursuant to Article IV, Section 5. Nothing contained in this Section shall affect in any manner whatsoever the validity of any action taken by the Board. SECTION 4. Nominations. It shall be the duty of the Board to appoint a Committee of Nominations consisting of two members from each district so as to ensure equitable representation on the committee to the geographic areas constituting the service area of the Cooperative. The Committee of Nominations shall be confirmed by the members present at a meeting at which members of the Board are to be elected. Members on the Committee of Nominations shall possess the same qualifications as required of Board Members pursuant to Article IV, Section 3. No member of the Board or officer may serve on such committee. The committee shall seek out, qualify pursuant to Article IV, Section 3 of the Code of Regulations, and nominate no more than two candidates from each district for each Board member position to be filled pursuant to Article IV, Section 2 and for Board positions that may have resulted from the removal of a Board member pursuant to Article IV, Section 5 of the Code of Regulations. Any twenty-five (25) or more members may also make other nominations for Board positions to be filled pursuant to Article IV, Section 2 by petition not less than one hundred and twenty days (120) days prior to the meeting of the members, said nominations also being subject to Article IV, Section 3. Thereafter, the names of the individuals nominated by the committee and by petition and qualified by the committee shall be posted at the principal office of the Cooperative at least ninety (90) days before the meeting of the members. The Secretary shall be responsible for mailing with the notice of the meeting of members in accordance with Article III, Section 3, a statement of the number of Board members to be elected and the names and addresses of the candidates nominated by the Committee of Nominations and by petition. No person shall be voted upon for membership on the Board who has not signified their willingness to serve if elected. Nothing contained in this Section shall affect in any manner whatsoever the validity of any election of Board members or any action taken by the Board. SECTION 5. Removal of Board Member. Any member may bring charges against a Board member and, by filing with the Secretary such charges in writing together with a petition signed by at least ten percent of the members, may request the removal of such Board member by reason thereof. Such Board member shall be

25 informed in writing of the charges at least ten days prior to the meeting of members at which the charges are to be considered and shall have an opportunity at the meeting to be heard in person or by counsel and to present evidence in respect of the charges; and the person or persons bringing the charges against the Board member shall have the same opportunity. The question of the removal of such Board member shall be considered and voted upon at a meeting of members and the unexpired term for any vacancy created by such removal may be filled by vote of the members at the Cooperative s next annual meeting held for the purpose of electing Board members. SECTION 6. Vacancies. Any vacancy created for any reason other than by member removal as provided for in Article IV, Section 5, shall be filled by affirmative vote of a majority of the remaining Board members for the unexpired portion of the vacated term. SECTION 7. Compensation. Members of the Board shall not receive any salary for their services as such, however, the Board may by resolution provide a reasonable compensation to be paid to each Board member for services rendered on behalf of the Cooperative as a Board member, such as attendance at meetings, conferences and training programs or performing committee assignments. The Board may also authorize reimbursement of Board members for expenses actually and necessarily incurred in carrying out such Cooperative business or grant a reasonable per diem allowance in lieu of detailed accounting for such expenses. A Board member may also receive compensation for services rendered as an officer of the Cooperative, but no Board member shall receive compensation for serving the Cooperative in any other capacity, except in emergency. No close relative of a Board member shall receive compensation for serving the Cooperative, except in emergency, unless such compensation shall be specifically authorized by a vote of the members, as used in this Section, close relative means the relationships of father, mother, brother, sister, son, and daughter, existing by reason of blood, marriage, or adoption. ARTICLE V MEETINGS OF BOARD OF TRUSTEES SECTION 1. Regular Meetings A regular meeting of the Board shall be held monthly at such time and place, as designated by the Board. Such regular monthly meeting may be held without notice other than such resolution fixing the time and place thereof. SECTION 2. Special Meetings. Special meetings of the Board may be called by the President or by any three Board members, and it shall thereupon be the duty of the Secretary to cause notice of such meeting to be given as hereinafter provided. The President or Board members calling the meeting shall fix the time and place, either within or without the State of Ohio, for the holding of the meeting. SECTION 3. Notice of Special Board Meeting. Actual notice of the time, place and purpose of any special meeting of the Board shall be provided to each Board member, by or at the direction of the Secretary, or upon a default in duty by the Secretary, by the President or the Board member calling the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the Board member as the address appears on the records of the Cooperative, with postage thereon prepaid, at least two days before the date set for the meeting. SECTION 4. Quorum. A majority of the Board shall constitute a quorum, provided, that if less than such majority of the Board is present at said meeting, a majority of the Board present may adjourn the meeting from time to time; and provided further, that the Secretary shall notify any absent Board members of the time and place of such adjourned meeting. The act of a majority of the Board members present at a meeting at which a quorum is present shall be the act of the Board, except as otherwise provided in this Code of Regulations. SECTION 5. Action of Trustees Without A Meeting. Any action which may be authorized or taken at a meeting of the Board may be authorized or taken without a meeting in a writing or writings signed by all of the members of the Board. ARTICLE VI OFFICERS SECTION 1. Number. The officers of the Cooperative shall be a President, Vice President, Secretary, Treasurer, General Manager and such other officers as may be determined by the Board from time to time. The officers of Secretary and Treasurer may be held by the same person. SECTION 2. Election and Term of Office. Each officer, except the General Manager and any officer appointed pursuant to Section 3 of this Article VI, shall be elected by ballot annually by and from the Board at the meeting of the Board held immediately after the annual meeting of the members at a special meeting, or at the next regularly scheduled monthly meeting. Each officer shall hold office until the first meeting of the Board following the next succeeding annual meeting of the members or until a successor shall have been elected and shall have qualified, subject to the provisions of this Code of Regulations with respect to the removal of officers. A vacancy in any office shall be filled by the Board for the unexpired portion of the term. The Board shall employ and set the compensation of the General Manager. SECTION 3. Additional Officers. In addition to the officers specified in Section 1 of this Article VI, the Board, in its discretion, may appoint one or more Assistant Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers and such other officers as may be deemed necessary or desirable who shall have such duties and authority as generally pertains to their respective offices and such as may be prescribed by the Board, and who shall hold office for such period as may be prescribed by the Board. SECTION 4. Removal of Officers and Agents by the Board. Any officer elected or appointed by the Board may be removed by the Board whenever in its judgment the best interests of the Cooperative will be served thereby. In addition, any member of the Cooperative may bring charges against an officer, and by filing with the Secretary such charges in writing together with a petition signed by ten percent of the members may request the removal of such officer. The officer against whom such charges have been brought shall be informed in writing of the charges at least ten days prior to the Board meeting at which the charges are to be considered and shall have an opportunity at the meeting to be heard in person or