Article XI: Miscellaneous

Section 1. Membership in Other Organizations.

The Cooperative may become a member of or purchase stock in any other organization with an affirmative vote of the Board of Directors.

Section 2. Waiver of Notice.

Any member or director may waive in writing any notice of a meeting required to be given by these Bylaws. The attendance of a member or director at any meeting shall constitute a waiver of notice of such meeting by such member or director, except in case a member or director shall attend a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting has not been lawfully called or convened.

Section 3. Rules and Regulations.

The Board of Directors shall have power to make and adopt such rules and regulations not inconsistent with law, the articles of incorporation or these Bylaws, as it may deem advisable for the management of the business and affairs of the Cooperative.

Section 4. Accounting System and Reports.

The board shall cause to be established and maintained a complete accounting system which, among other things, and subject to applicable laws and rules and regulations of any regulatory body, shall conform to such accounting system as may from time to time be designated by the Federal Energy Regulatory Council (FERC). The board shall also after the close of each fiscal year cause to be made by a Certified Public Accountant, a full and complete audit of the accounts, books and financial condition of the Cooperative as of the end of such fiscal year. A report of such audit shall be submitted to the members at the next following annual meeting.

Section 5. Indemnification

The Cooperative shall indemnify to the fullest extent permitted by law against expenses, including attorney fees, judgments, costs, fines and amounts paid in settlement, actually and reasonably incurred, by any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a Director, Officer, Employee or Agent of the Cooperative, or is or was serving any other enterprise at the request of the Cooperative.

Section 6. Arbitration Clause and Class Action Waiver.

In the event a dispute shall arise between the Cooperative and the Member, the parties hereby agree that the dispute shall be settled by arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes. This arbitration provision shall not be construed to cover claims concerning physical interference with Cooperative’s ability to install and maintain its facilities, claims concerning safety, claims relating to fees and charges for services, claims relating to Cooperative governance, or claims regarding land acquisitions, which, if such claims arise, shall be brought to a court of competent jurisdiction to be decided. Additionally, parties may assert claims in small claims court if the claims qualify and so long as the matter remains in such court. Each party may retain an attorney to represent them in arbitration if they so choose. The arbitrator’s decisions shall be final and legally binding and judgment may be entered thereon. Each party shall be responsible for its share of arbitration fees in accordance with the applicable Rules of Arbitration. In the event a party fails to proceed with arbitration, unsuccessfully challenges the arbitrator’s award, or fails to comply with the arbitrator’s award, the other party is entitled to costs of suit, including a reasonable attorney’s fee for having to compel arbitration or defend or enforce the award. Cooperative and Member agree that unless both parties agree, the arbitrator may not consolidate more than 1 person’s claims and may not otherwise preside over any form of a representative or class proceeding.

Cooperative and Member further agree that each may bring claims against the other only in their individual capacities and not as a plaintiff or class member in any purported class or representative proceeding.