Bylaws of
Pemiscot-Dunklin Electric Cooperative, Inc.

Section 1. Requirements for Membership.

Any person, firm, association, corporation, or body politic or subdivision thereof may become a member of Pemiscot-Dunklin Electric Cooperative (the "Cooperative") upon receipt of electric service from the Cooperative, provided that the applicant has:

1. Made a request for membership.
2. Agreed to purchase electric energy from the Cooperative as specified in these bylaws.
3. Agreed to comply with and be bound by the articles of incorporation, bylaws, and any board-adopted rules and regulations.
4. Paid the membership fee required by the Cooperative.

Section 2. Joint Membership.

A husband and wife may apply for a joint membership. The term "member" includes joint members, and all rights and liabilities apply equally. Without limiting the generality of the foregoing:

1. The presence of either spouse at a meeting counts as the presence of the member.
2. The vote of either separately or both jointly constitutes a single vote.
3. A waiver of notice signed by either is deemed a joint waiver.
4. Notice to either spouse constitutes notice to both.
5. Expulsion of either spouse terminates the joint membership.
6. Withdrawal of either spouse terminates the joint membership.
7. Either spouse, but not both, may serve as an officer or director if otherwise qualified.

Section 3. Conversion of Membership.

A membership may be converted to a joint membership upon written request and agreement to comply with the governing documents. Upon the death of either spouse, the membership is held solely by the survivor; however, the estate of the deceased remains liable for any debts due the Cooperative.

Section 4. Membership Fees.

The board of directors sets the membership fee and may require additional deposits for each service connection as a guarantee of payment.

Section 5. Purchase of Electric Energy.

Each member shall purchase all electric energy used on the premises specified in the membership request from the Cooperative and shall pay the rates established by the board of directors. Amounts paid in excess of the cost of service are furnished as capital and credited to each member accordingly. Members must pay any minimum amounts and all other sums when due. Interconnected self-generation is subject to board regulations.

Section 6. Termination of Membership.

Members may withdraw under uniform conditions established by the board. The board may expel a member by a two-thirds vote if the member fails to comply with governing documents after ten days’ written notice. Membership is cancelled if a member fails to purchase energy for six months after service is available or ceases to purchase energy altogether. Membership terminates upon withdrawal, death, cessation of existence, or expulsion; termination does not release any outstanding obligations. Upon termination, the Cooperative refunds the membership fee less any debts owed.

Section 1. Property Interest of Members.

Upon dissolution, and after all debts and capital credits have been retired, the remaining property and assets are distributed among members and former members in proportion to their patronage during the seven years preceding dissolution (or during the Cooperative’s existence if shorter).

Section 2. Non-Liability for Debts.

Members’ private property is exempt from liability for Cooperative debts, and members are not individually responsible for Cooperative liabilities.

Section 1. Annual Meeting.

The annual meeting is held within the service area at a time and place set by the board for electing directors, receiving reports, and conducting other business. The board ensures proper arrangements are made.

Section 2. Special Meetings.

Special meetings may be called by board resolution, written request of any three directors, the President, or ten percent of the membership. The Secretary (or the requesting parties) provides notice, and the board sets the time and place.

Section 3. Notice.

Written notice stating the place, day, and hour of the meeting (and the purpose for special meetings) must be delivered to each member 10–25 days before the meeting. Mailing to the address on record constitutes delivery.

Section 4. Quorum.

A quorum consists of two percent of the first 2,000 members plus one percent of the remaining members present in person.

Section 5. Voting.

Each member has one vote. All questions are decided by majority vote unless otherwise required. Director election ties are resolved by lot.

Section 6. Order of Business.

The typical order of business includes:

1. Establishing attendance and quorum.
2. Reading meeting notices and proof of notice or waivers.
3. Reviewing and approving prior minutes.
4. Presenting reports of officers, directors, and committees.
5. Electing directors.
6. Addressing unfinished business.
7. Considering new business.
8. Adjournment.

Section 1. General Powers.

The Cooperative is managed by a nine-member board of directors possessing all powers not reserved to the members. Directors serve staggered three-year terms, with district representation ensuring balanced geographic participation.

Section 2. Election and Tenure.

Directors named in the articles serve until successors are elected at member meetings. Elections are held at the annual meeting or as soon as practical thereafter and may be decided by plurality vote.

Section 3. Qualifications.

Directors must be members residing in the service area and may not be employed by or financially interested in competing enterprises or businesses primarily selling electrical or plumbing supplies to members. Violations result in removal.

Section 4. Nominations.

A nominating committee of five to eleven members, representing different sections, is appointed 25–90 days before the election. Additional nominations may be made by petition signed by at least fifteen members.

Section 5. Removal.

Members may file written charges with a petition signed by ten percent of the membership to request director removal. The director is entitled to notice and an opportunity to be heard. Members vote on removal, and vacancies may be filled at the same meeting.

Section 6. Vacancies.

The remaining directors fill vacancies for the unexpired term by majority vote, except as otherwise provided for removals.

Section 7. Compensation.

Directors receive no salary but may receive a fixed sum and expense reimbursement for attending board or Cooperative-related meetings. Additional compensation for directors or close relatives requires member approval or board certification of an emergency.

Section 1. Regular Meetings.

A regular board meeting is held immediately after the annual member meeting and monthly thereafter as set by board resolution.

Section 2. Special Meetings.

Special meetings may be called by the President or any three directors, with the Secretary providing notice.

Section 3. Notice.

Written notice stating the time, place, and purpose of special meetings must be delivered at least five days in advance, personally or by mail.

Section 4. Quorum.

A majority of directors constitutes a quorum. A majority of those present may adjourn the meeting if less than a quorum attends. Actions of a majority at a meeting with quorum constitute board action.

Section 1. Number.

The Cooperative’s officers are a President, Vice President, Secretary, Treasurer, and any others the board deems necessary. The Secretary and Treasurer roles may be combined.

Section 2. Election and Terms.

Officers are elected annually by the board at the meeting following the annual member meeting and serve until successors are elected and qualified. Vacancies are filled by the board for the remainder of the term.

Section 3. Removal.

The board may remove any officer or agent when it serves the Cooperative’s best interests. Members may also bring charges with a petition signed by ten percent of the membership. Officers are entitled to notice and a hearing.

Section 4. President.

The President is the principal executive officer, presides over meetings, signs authorized documents with the Secretary, and performs duties prescribed by the board.

Section 5. Vice President.

The Vice President acts in the President’s absence or inability to serve and performs additional duties assigned by the board.

Section 6. Secretary.

The Secretary maintains minutes, issues notices, safeguards records and the Cooperative seal, keeps the membership register, signs certificates with the President, maintains governing documents, and performs other assigned duties.

Section 7. Treasurer.

The Treasurer oversees and safeguards all Cooperative funds, issues receipts, deposits funds in board-approved institutions, and performs all duties incident to the office.

Section 8. Manager.

The board may appoint a manager, who need not be a member, to perform duties and exercise authority as assigned.

Section 9. Bonds.

The Treasurer and others responsible for Cooperative funds must be bonded in sums and with sureties determined by the board. The board may require bonds for additional officers, agents, or employees.

Section 10. Compensation.

The board sets compensation for officers, agents, and employees, subject to bylaws governing director compensation and close relatives.

Section 11. Reports.

Officers present annual reports covering the Cooperative’s business and financial condition.

Section 1. Interest or Dividends Prohibited.

The Cooperative operates on a non-profit basis for the mutual benefit of members and does not pay interest or dividends on member-furnished capital.

Section 2. Patronage Capital.

The Cooperative maintains individual capital accounts for members, treating amounts received from providing services as patronage capital. Net margins from patronage-sourced business are allocated to members’ capital accounts on a pro rata basis. The board has discretion to determine allocation methods, create allocation pools, and distribute expenses appropriately.

Members are notified of annual capital allocations. Receipts from other sources offset losses first, and any remaining amounts are allocated to members as capital credits. Upon dissolution, capital credits are retired prior to any distribution based on property rights. The board may approve general or special retirements when financially prudent and may adopt rules for separate retirement of power-supply credits. Members may assign capital credits only through written instruction or legal process, and Cooperative governing documents constitute a contract between the Cooperative and its members.

Section 3. Forfeiture of Capital Credits.

Unclaimed capital credits, patronage refunds, deposits, membership fees, or account balances remaining unclaimed two years after payment is made available are irrevocably assigned to the Cooperative. Prior to assignment, notice is published identifying the owner, amount, and type of interest, with a 60-day period to claim the funds.

Section 4. Accelerated Retirement.

The board may authorize accelerated retirement of capital credits to former members or successors of deceased members if Cooperative finances are not impaired.

Section 5. Transfer on Death.

Members may designate transfer-on-death beneficiaries of capital credits consistent with Missouri’s non-probate transfer laws and Cooperative documentation.