Corporate Bylaws of Northeastern REMC
The Bylaws are adopted by the member-owners for the governing, regulation, and accountability of cooperative affairs. If you wish to have a copy of the bylaws mailed to you, please contact us.
Last updated July 20, 2020
ARTICLE I – MEMBERS
Section 1.1 - Qualifications and Obligations. Any person, firm, corporation or body politic may become a member in the Cooperative by:
- paying the membership fee specified, except those members on any part of the Larwill distribution system who were taking electric energy at the time of the acquisition of the system from the public utility owning same, if the same is acquired by this Cooperative, and, provided further, that such persons so exempt from paying membership fees shall be exempt only so long as they take electrical energy from this Cooperative at the same meter location they were so taking from said public utility and that they take same continuously and without interruption after the acquisition of said Larwill distribution system, if so acquired;
- agreeing to purchase from the Cooperative electric energy as hereinafter specified; and,
- agreeing to comply with and be bound by the Articles of Incorporation of the Cooperative and these bylaws, any amendments thereto, and such rules and regulations as may from time-to- time be adopted by its Board of Directors (hereafter: Board): all as evidenced by the member’s execution of the membership agreement (card).
- Two individuals of legal age may jointly become a member, and their application for joint membership shall be accepted in accordance with the foregoing provisions of this section, provided that both comply jointly with the provisions of the above subdivisions (a), (b) and (c).
Section 1.2 - Membership Fees.
- The membership fee shall be $15; payment of which shall make the member eligible for any number of service connections. This fee shall be refundable after termination of membership. No meter deposit shall be paid by a member who has paid such $15 refundable membership fee, except as provided in Section 1.8 (b) hereafter. The whole or any part of such $15 fee may be applied, without notice to the depositor, toward payment of delinquent charges for electricity furnished through the meter. Whenever any such member ceases using electricity through the meter for which such fee shall have been paid, he/she shall be repaid the amount of such fee, minus any part thereof applied as aforesaid.
- Such $15 refundable membership fee shall not bear interest.
- The refundable membership fees may be used by the Cooperative for any purpose as the Board may authorize.
- All who were members of the Cooperative before May 1, 1952 who had paid a $5 non-refundable membership fee, or own premises for which such fee had been paid by any prior owner, and who have a $10-meter deposit with the Cooperative shall, effective May 1, 1952, be credited with the
$15 refundable membership fee provided for in (a) above, and such $5 membership fee and $10 deposit are hereby merged into said refundable membership fee.
- Any member who was a member of this Cooperative on May 1, 1952 who had paid a $5 non- refundable membership fee, or own premises for which such fee had been paid by any prior owner, and who is the holder of a $10 Certificate of Indebtedness heretofore issued by the Cooperative, may at any time thereafter be credited with the $15 refundable membership fee provided for under (a) above by delivering said Certificate of Indebtedness for redemption by the Cooperative at a value of $10, in which event said $5 membership fee and the $10 redemption value of said certificate shall be merged into said $15 refundable membership fee, and so credited upon the books of the Cooperative.
Section 1.3 - Purchase of Electric Energy. Except for any qualified distributed generation facilities, each member shall, as soon as electric energy shall be available, purchase from the Cooperative all electric energy used on the premises referred to in the application of such member for membership, or any other premises subsequently acquired by such member within the Cooperative’s territorial limits and shall pay therefore monthly at rates which shall from time-to-time be fixed by resolution of the Board. Each member shall also pay all obligations which may from time-to-time become due and payable by such member to the Cooperative as and when the same shall become due and payable.
Section 1.4 - Non-Liability for Debts of the Cooperative. The private property of the members of the Cooperative shall be exempt from execution for the debts of the Cooperative, and no members shall be individually liable or responsible for any debts or liabilities of the Cooperative.
Section 1.5 - Term of Membership. Membership in the Cooperative and all rights, privileges and liabilities thereto shall continue as long as the member:
- purchases electric energy from the Cooperative at one of more service connections; and,
- complies with the terms and conditions in respect to membership contained in the bylaws of the Cooperative and any amendments thereto and such rules and regulations which may be adopted from time-to-time by the Board. Any member may withdraw from membership upon payment in full of all liabilities of such member to the Cooperative and upon compliance with such terms and conditions as the Board may prescribe.
Section 1.6 - Transfer and Termination of Membership.
- Membership in the Cooperative shall not, except as hereinafter otherwise provided, be transferable.
- A membership may be transferred to a joint membership provided that both members jointly comply with the provisions of subdivisions (b) and (c) of Section 1.1. Such transfer shall be made and recorded on the books of the Cooperative.
- When a membership is held jointly, upon the death of either individual, such membership shall be deemed to be held solely by the survivor with the same effect as though such membership had been originally issued solely to him/her as the case may be. Upon recording of such death on the books of the Cooperative, the membership shall be transferred to such survivor; provided-
- that the estate of the deceased shall not be released from any membership debts or liabilities to the Cooperative.
- Any transfer of membership shall not be effective until the transferee shall have complied with the conditions of membership contained in Section 1.1 (b) and (c) of the bylaws.
Section 1.7 - Removal of Directors by Membership. Any member may bring one or more charges for cause against any one or more directors and may request the removal of such director(s) by reason thereof by filing with the secretary such charge(s) in writing together with a petition signed by not less than five percent (5%) of the total membership of the Cooperative which petition calls for a special member meeting, the stated purpose of which shall be to hear and act on such charges and, if one or more directors is recalled, to elect their successor(s). The petition shall specify the place, time and date thereof not less than forty (40) days nor more than seventy (70) days after filing of such petition, or which requests that the matter be acted upon at the subsequent annual member meeting if such meeting will be held no sooner than forty (40) days after the filing of such petition. Each page of the petition shall, in the forepart thereof, state the name(s) and address(es) of the member(s) filing such charge(s), a verbatim statement of such charge(s) and the name(s) of the director(s) against whom such charge(s), is (are) being made. The petition shall be signed by each member in the same name as he/she is billed by the Cooperative and shall state the signatory’s address as the same appears on such billings. Verbatim notice of such charge(s), the identity of the director(s) against whom the charge(s) are made, and the purpose of the meeting shall be contained in the notice of the meeting at which the matter will be acted upon; provided, that the notice shall set forth only twenty (20) of the names (in alphabetical order) of the members filing one or more charges if twenty (20) or more members file the same charge(s) against the same director(s). Such director(s) shall be informed in writing of the charge(s) after they have been validly filed and at least twenty (20) days prior to the meeting of the members at which the charge(s) are to be considered. At such meeting the members bringing the charges(s) shall first have the duty to present evidence supporting the charge(s) in person, by calling witnesses, and by counsel, and thereafter the director(s) so charged shall have an opportunity to be heard in person, by witnesses, and by counsel. The question of the removal shall be determined by a vote of the members at such meeting; provided, that the question of the removal of a director shall not be voted upon at all unless some evidence in support of the charge(s) against him/her shall have been presented during the meeting through oral statements, documents or otherwise. If a director is removed from office, the members shall elect a successor by nomination from the floor. A newly elected director shall possess all of the qualifications of a director set forth herein, shall be from the same directorate district as was the director whose office he/she succeeds and shall serve the unexpired portion of the removed director’s terms.
Section 1.8 - Meter Deposits.
- Each member who has not established a $15 refundable membership fee with the Cooperative shall retain a meter deposit with the Cooperative in the same amount as he/she had deposited at the time, such refundable membership fees were authorized by these bylaws, except as provided in paragraph (b) of this section.
- The President and CEO of this Cooperative shall have the power and authority, whenever he/she deems it necessary for the security of the Cooperative, to require from any member an additional meter deposit not to exceed the maximum amount allowed by Board Policy.
- The whole or any part of any deposit may be applied, without prior notice to the depositor, toward the payment of delinquent charges for current furnished through the meter, whenever any depositor ceases using current through the meter for which such deposit shall have been made, he/she shall be repaid the amount of such deposit, minus any part thereof applied as aforesaid.
- Such deposits shall be deposited in the general funds of the Cooperative and used for any proper corporate purpose.
- The Cooperative shall not pay interest on meter deposits pursuant to Board Policy.
Section 1.9 - Right of Member to Hearing on Grievance. Any member who has a complaint arising from any service by the Cooperative to that member who feels his/her complaint is not satisfactorily settled by discussion with the proper operational personnel of the Cooperative, may ask the President and CEO to review the facts of the case. If the member is still not satisfied, he/she may submit a request in writing to the chairperson of the Board for an opportunity to present his/her case to the Board. The chairperson shall arrange for the member’s appearance before a regular meeting of the Board. Following the member’s appearance, the Board will inform the member in writing of its decision in the case. The Board’s decision will be final in all cases unless revised or amended by any court with jurisdiction of the issue and the parties.
Section 1.10 – A member may inspect, copy, or receive a copy of the Membership List only as permitted by law, and only upon certification that any use thereof will be limited to use authorized by law, which certification shall be in the form required by the Board.
Section 2.1 – Annual Member Meeting. Not later than the 31st day of March of each year, the Board shall determine the date of the annual members meeting (Annual Meeting) during the inclusive period of August 1 to October 31 of each year. Failure to hold the annual meeting at the designated time shall not work a forfeiture of dissolution of the Cooperative.
Section 2.2 - Special Member Meeting. Special meetings of the members may be called by the chairperson, by the Board, or upon a written request signed by at least five percent (5%) 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 counties of Allen and Whitley, in the state of Indiana, specified in the notice of the special meeting.
Section 2.3 - Notice of Member Meetings. Notice stating the date and hour of the meeting as well as either place or if remote, the means of participating and, in case of a special meeting, the purpose(s) for which the meeting is called, shall be delivered to each member not less than ten (10) days nor more than thirty (30) days before the date of the meeting, either personally, by mail, or by electronic means, by or at the direction of the secretary, or by the persons calling the meeting. If mailed, such notices shall be deemed to be delivered when deposited in the United States mail, addressed to the member at his/her address as it appears on the records of the Cooperative, with postage thereon prepaid. If transmitted electronically, the notice shall be deemed delivered when transmitted to the electronic mail address or other address provided by the member for electronic communications. The failure of any member to receive notice of any annual or special meeting of the members shall not invalidate any action which may be taken by the members at any such annual or special meeting.
Section 2.4 - Quorum. A quorum shall be present for the transaction of business at all meetings of the members if at least two percent (2%) of all the members of the Cooperative (i) who are present in person at such meeting; or (ii) who, in accordance with these bylaws and any policies, rules or regulations adopted from time to time by the Board, cast votes before any meeting of members of which meeting notice shall have been given as provided herein; provided that, if less than such quorum is present at a meeting, a majority of the members so present may adjourn the meeting from time-to-time without further notice.
Section 2.5 - Voting. Each member shall be entitled to one vote and not more upon each matter submitted to a vote at a meeting of the members. On the issue of sale, lease, or otherwise disposing of all, or substantially all, the property of the Cooperative, the resolution must receive the affirmative vote of at least a majority of all the members of the Cooperative. On all other issues, a majority of those members who are voting at any regular meeting, or any special meeting of the members called for that purpose, shall be necessary for the taking of any action, adopting any resolution, or the election of any directors, except as otherwise provided by the law, the Articles of Incorporation or by these bylaws; provided, if more than two persons are running for election as director from the same district, the person receiving the most votes shall be elected. Drawing by lots shall resolve, when necessary, any tie votes. A joint membership is entitled to one vote and not more upon each matter submitted to a vote at a meeting of the members.
If early voting is authorized by the Board for a matter submitted to a vote at a meeting of the members, a member may vote in person at the meeting or may cast a ballot provided by the Cooperative prior to the meeting in the manner and within the timeframe established by the Board and described on the early ballot. A member submitting an early ballot may not revoke the early ballot and will not be entitled to vote at the meeting regarding a matter described in the early ballot.
If early voting is authorized by the Board for a matter submitted to a vote at a meeting of the members, then Cooperative shall make early ballots available to eligible members at least thirty (30)
days before the meeting. The Board shall establish and communicate to members a deadline by which all mail-in and electronic ballots must be submitted. No early ballots will be accepted following the deadline established by the Board. Eligible members that do not timely submit an early ballot prior to the deadline and in the manner established by the Board may cast a ballot in person at the meeting. A member’s failure to receive an early ballot does not affect or invalidate a vote or action taken by other members. An early ballot may not be procured or cast through fraud or other improper means. As determined by the Cooperative, an early ballot procured or cast through fraud or other improper means is invalid.
Section 2.6 – (left blank temporarily 3.19.18)
Section 2.7 – Lack of a Quorum. If at any annual meeting of the members there is no quorum present, as required by Section 2.4 of these bylaws, the directorship for the districts to be elected at such annual meeting are declared vacant. Thereafter, directors for the vacated districts shall be selected in accordance with State statutes and Board policies, which directors, when selected, shall serve a three (3) year term or until their successors are elected and qualified as provided in Section 3.3 of these bylaws.
Section 2.8 – Credentials and Election Committee. The Board, at least ten (10) days before any election of directors, appoint a Credentials and Election Committee existing of not less than three (3) nor more than six (6) members who are not existing Cooperative employees, agents, officers, directors, or candidates for directors, and who are not close relatives (as defined in Section 3.3 (c) or members of the same household of existing Cooperative employees, agents, officers, directors or candidates for director. In appointing the committee, the Board shall have regard for the equitable representation of the several areas served by the Cooperative. The committee shall meet and elect its own chairperson and secretary prior to the start of the annual meeting. It shall be the responsibility of the committee to pass upon all questions that may arise with respect to the member eligibility to cast a ballot, to rule upon the effect of any irregular or indecisively cast ballot, or rule upon all other questions that may arise relating to member voting and the election of directors (including, but not limited to, the validity of petitions of nomination or the qualifications of candidates and the regularity of election of directors), and to pass upon any protest or objection filed with respect to any election or conduct affecting the results of any election. In the event a protest or objection is filed concerning any election, such protest or objection must be filed within three (3) business days following the election. The committee shall thereupon be reconvened, upon notice from its chairperson, not less than seven (7) days after such protest or objection is filed. The committee shall hear such evidence as is presented by the protestor(s) or objector(s), who may be heard in person, by counsel, or both, and any opposing evidence; and the committee, by a vote of a majority of those present and voting, shall, within a reasonable time, but not later than thirty (30) days after such hearing, render its decision, the result of which may be to affirm the election, to change the outcome thereof, or to set it aside. The committee’s decision (as reflected by a majority of those actually present and voting) on all matters covered in this section shall be final, the committee may not affirmatively act on any matter unless a majority of the committee is present.
Section 3.1 - General Powers. The business and affairs of the Cooperative shall be managed by a Board of nine (9) directors, which shall exercise all the powers of the Cooperative, except such as are by law, or by the Articles of Incorporation, or by these bylaws, conferred upon or reserved to the members.
Section 3.2 - Director Districts. The territory in which members of the Cooperative reside in is hereby apportioned into nine districts, numbers 1, 2, 3, 4, 5, 6, 7, 8 and 9, described as follows:
- Eel River Township in Allen County, Indiana, and that part of Swan Township in Noble County, Indiana, which is served by this Cooperative;
- Union Township and Columbia Township in Whitley County, Indiana;
- Washington, Jefferson and Cleveland Townships in Whitley County, Indiana; that part of Chester Township in Wabash County, Indiana, which is served by the Cooperative, and that part of Jackson and Clearcreek Townships in Huntington County, Indiana, which is served by this Cooperative;
- Richland Township in Whitley County, Indiana; that part of Etna-Troy Township in Whitley County, Indiana, which is served by this Cooperative, and that part of Washington Township in Kosciusko County, Indiana, which is served by this Cooperative;
- Smith Township in Whitley County, Indiana, and that part of Green Township in Noble County, Indiana, which is served by this Cooperative;
- That portion of Aboite Township in Allen County, Indiana, lying south of Aboite Center Road, which is served by this Cooperative;
- Thorncreek Township in Whitley County, Indiana, and that part of Noble Township in Noble County, Indiana, which is served by this Cooperative;
- St. Joseph and Lake townships and that part of Aboite Township in Allen County, Indiana, which lies north of Aboite Center Road, and that portion of Washington Township in Allen County, Indiana, which is served by this Cooperative;
- Perry Township in Allen County, Indiana, the parts of which are included in the franchise area of this Cooperative.
Section 3.3 – Director Qualifications, Conflict of Interest.
- All directors shall be members of the Cooperative, shall be at least eighteen (18) years of age and shall have earned a high school diploma or GED. In addition, no former employee or spouse of a former employee of the Cooperative or an employee of an entity controlled by the Cooperative shall be eligible to become a candidate for director until the director election held five (5) years subsequent to the actual date of such former employee’s termination of employment with the Cooperative. A Director shall not be eligible to become a Northeastern REMC employee for five
(5) years from the last day such Director is a member of the Northeastern REMC Board of Directors.
- No member shall be eligible to become or remain a director, or to hold any position of trust in the Cooperative who fails to meet the requirements set forth in the following subsections 1 and 2:
- The member must be a bona fide resident of territory served by the Cooperative. The term “bona fide resident” is defined as follows: To qualify as a “resident” for the purposes of this Section 3.3(b), the director must (i) reside at a physical location that is within the boundaries of the director’s district for at least 6 months of the calendar year prior to election, and for each calendar year during such director’s term; and
(ii) file an Indiana Full Year Resident Income Tax Return, Form IT-40, for the calendar year prior to election and for each calendar year during such director’s term, and:
- The member has no “conflict of interest”, defined as follows: within one (1) year prior to his/her nomination, being employed by or in any manner financially interested in: (a) any enterprise which competes with the cooperative in any manner, or (b) any enterprise engaged in selling electricity, supplies of any kind, equipment, fixtures, or service, to the cooperative.
- No member shall be eligible as a candidate or election as a director, or to serve as a director of the Cooperative, if any employee of the Cooperative is related to the member in a manner that would hinder the member in exercising fair and independent judgment as a director in the affairs of the Cooperative, specific relationships representing a conflict of interest include, but are not limited to, the spouse of such prospective director, any child of such prospective director, any grandchild of such prospective director, any child, grandchild, parent, brother or sister of the prospective director’s spouse, or the spouse of any other of the above named people.
No one shall be employed by the Cooperative who is related to a director in such a manner that would hinder the director in exercising fair and independent judgment in the affairs of the Cooperative. Specific relationships representing a conflict of interest include but are not limited to, the spouse of such director, any child of such director, any grandchild of such director, a parent of such director, any brother or sister of such director, any child, grandchild, parent or brother or sister of the director’s spouse, or the spouse of any of the above-named people.
- When a membership is held jointly one, but not both, may be elected a director, provided however, that neither one shall be eligible to become or remain a director or to hold a position of trust in the Cooperative unless both shall meet the qualifications hereinabove in this section set forth. Nothing in this section contained shall, or shall be construed to, affect in any manner whatsoever the validity of any action taken at any meeting of the Board.
No director shall be eligible to run, be elected to represent or continue to serve as a director of the district which he/she represents unless he/she is a resident of that district as defined by the general election laws of the State of Indiana.
In addition to the other requirements for eligibility set forth herein any Director elected to the Board shall obtain the status of Credentialed Cooperative Director (CCD) through the educational program sponsored by the National Rural Electric Cooperative Association (NRECA), or any similar successor educational program approved by the Board , before the end of such Director’s first three-year term. A Director failing to acquire such certification shall be ineligible for re-election to the Board, unless due to the occurrence of an exigent circumstance beyond the control of such Director, he or she shall have failed to complete the course of study necessary to obtain the certification but has no more than one (1) course remaining to attain certification. In such case, the Director shall complete the certification requirement within the first year of his or her second term as a Director. In the event a Director shall fail to obtain the certification within the first year of the second term, the Director shall be ineligible to continue serving as a Director, and the Board shall declare such Director district vacant. In such case the vacancy shall be filled at the expiration of such Director’s term as provided in the bylaws. No director shall commence further director certification prior to such director’s second term in office.
Section 3.4 - Nominations.
- Nominations by Nominating Committee. Each year, not less than one hundred twenty (120) days before the date of the Annual Meeting of the members, it shall be the duty of the Board to appoint a committee on nominations consisting of no less than three (3) nor more than six (6) members of the Cooperative (hereafter, “Nominating Committee”). No officer or member of the Board shall be appointed a member of such Nominating Committee, and no such appointee shall be eligible to stand for election as a Director in the year serving on the Nominating Committee. In addition to the other qualifications for a Director, the Nominating Committee shall not select any nominee who is a spouse, parent, descendant, or brother or sister of a member of that Nominating Committee. At least seventy-five (75) days before the Annual Meeting, the Nominating Committee shall prepare and post at the principal office of the Cooperative a list of nominations for Director consisting of at least one or more nominee(s) from each district in which a present director’s term has expired. In case any Nominating Committee person shall resign or fail to act, the remaining Nominating Committee persons, not less than a majority of the number originally appointed, shall select a replacement Nominating Committee member. If for any reason a replacement Nominating Committee member cannot be found, the remaining Nominating Committee members not less than a majority of the number originally appointed, shall make such nominations. The names of all nominees and the respective district of his/her residence shall be sent to each member of the Cooperative, along with the notice of such Annual Meeting.
- Nomination by Petition. Any fifty (50) or more members shall make nominations in writing over their signatures not less than seventy-five (75) days prior to the Annual Meeting. Eligible petitioners must reside within the same district as the potential candidate in order to contribute toward the minimum, though additional petitioner’s signatures from outside the district will not disqualify a potential director candidate.
- Nomination Notice. A list shall be posted, at the principal office of the cooperative, of all nominations for director. The names of all nominees will be sent to each member of this Cooperative, along with the notice of such meeting.
- Nominations Following Removal of Director. The members may, at any meeting at which a director or directors shall be removed, as hereinabove provided, elect a successor thereto without compliance with the foregoing provisions with respect to nominations.
Notwithstanding anything in section 3.3 contained, failure to comply with any of the provisions of this section 3.4 shall not affect in any manner whatsoever the validity of any election of directors.
Nominations as provided in this section 3.4 shall be the exclusive method for the nomination of directors, and nominations from the floor are specifically prohibited.
Section 3.5 - Director Terms. At each annual meeting there shall be elected directors to succeed all directors whose terms of office shall expire or shall have expired at the time of holding such election. All directors elected shall serve for the term of three (3) years or until their successors are elected and qualified, subject to the provisions of these bylaws with respect to the removal of directors.
Section 3.6 - Vacancies. Subject to the provisions of these bylaws with respect to removal of directors, vacancies occurring on the Board may, at the discretion of the Board, be filled in accordance with State statutes and Board policies; and directors thus selected shall serve the unexpired term of the director whom he/she replaces.
Section 3.7 - Director Compensation.
- By resolution of the Board, a Director may (i) receive monthly remuneration; and (ii) be paid for attendance at each meeting of the Board. Directors may, in addition, by resolution of the Board, be paid for any other meeting attended while in performance of their duties as directors.
- Except in emergencies, so declared by the Board, no Director shall receive compensation for serving the Corporation in any other capacity.
Section 4.1 - Regular Meetings. A regular meeting of the Board shall be held monthly or semi- monthly at such time and place as the Board may provide by resolution. Such regular monthly or semi-monthly meetings may be held without notice other than such resolution fixing the time and place thereof. In the event of an emergency, the board chairperson with advice from the President/CEO may allow for remote attendance via tele or web conference of some or all directors.
Section 4.2 - Special Meetings. Special meetings of the Board may be called by the chairperson or any three (3) directors. The person or persons authorized to call special meetings of the Board may fix the time and place for the holding of any special meeting of the Board so called in accordance with the provisions of Section 4.3 hereof. In the event of an emergency, the board chairperson with advice from the President/CEO may allow for remote attendance via tele or web conference of some or all directors.
Section 4.3 - Notice. Notice of the time, place and purpose of any special meeting of the Board shall be given at least two (2) days previous thereto, by written notice, delivered personally, mailed,
and/or sent electronically to each director at his/her last known address. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed with postage thereon prepaid. The attendance of a director in person or by telecommunication at any meeting shall constitute waiver of notice of such meeting, except when a director shall attend a meeting for the express purpose of objecting to the transaction of any business because the meeting shall not have been lawfully called or convened.
Section 4.4 - Quorum. A majority of the Board present either in person or remotely shall constitute a quorum for the transaction of business at any meeting of the Board; provided that if less than a majority of the directors are present at said meeting, a majority of directors present, may adjourn the meeting from time-to-time without further notice.
Section 4.5 - Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board, except as herein otherwise provided.
Section 4.6 - Removal of Director by the Board of Directors. Any director may request the removal of another director, for cause, by written charge which is signed, under oath, by such director. The allegations of cause for removal of a director shall be conduct, either by act, omission or impairment, which amounts to:
- gross negligence in the performance of the director’s duties;
- a felony or misdemeanor, as defined by Indiana statutes (whether convicted by a court of law or not);
- a violation of the fiduciary obligations imposed upon directors by law;
- maliciously filing a charge for removal of a fellow director, which charge has no merit;
- the commission of a material breach of any policy applicable to the Board;
- becoming physically or mentally impaired in a manner which compromises the ability of the director to carry out his/her duties and responsibilities as a director.
if such conduct, omission or impairment adversely affects the business and affairs of NREMC, including its general reputation and standing in the community.
Such charge shall be delivered to the Chairperson of the Board, or the Vice Chairperson if the allegations pertain to the Chairperson. Such officer shall direct the matter to be included as an agenda item at the next regular meeting of the Board in the event such meeting date shall be more than ten (10) days following the delivery of the charge, or at a special meeting of the Board to be held not less than seven (7) days or more than fifteen (15) days following the next regular meeting if the charge is delivered within ten (10) days of such regular meeting date.
At the meeting, the Board shall consider the evidence supporting the charge and any defense thereto made by the Director charged, or a representative of his/her choosing. Following the submission of such proof and any defense, the Board shall consider and vote on the removal of the Director so
charged in an Executive Session. The Director charged shall be removed from the Board immediately upon affirmative vote of a majority of the Directors voting on said issue.
Section 5.1 – Required Officers. The officers of the Cooperative shall be a Chairperson, Vice- Chairperson, Secretary and Treasurer, who shall be members of the Board, an Assistant Secretary and an Assistant Treasurer, who shall be employees of the Cooperative, but who shall not be members of the Board. In addition, thereto, a President and Chief Executive Officer may be named as provided in Section 5.9, below. The offices of secretary and treasurer may be held by the same person.
Section 5.2 - Election and Term of Office. All officers, except the President and CEO, the assistant secretary and the assistant treasurer, shall be elected annually by the Board at the first regular or special meeting of the Board held after each annual meeting of the members. If the election of officers is not held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office through the first meeting of the Board following the next succeeding annual meeting of the members or until his/her successor shall have been duly elected and shall have qualified, subject to the provisions of the bylaws with respect to the removal of officers. No director may serve more than three (3) consecutive terms in any one office.
Section 5.3 - Removal. Any officer or agent elected or appointed by the Board may be removed by the Board if, in its judgment, the best interests of the Cooperative would be served thereby.
Section 5.4 - Vacancies. Except as otherwise provided in these bylaws, a vacancy in any office may be filled by the Board for the unexpired portion of the term.
Section 5.5 - Chairperson. The chairperson of the Board:
- shall preside at all meetings of the Board;
- shall sign, with the secretary, any deeds, mortgages, deeds of trust, notes, bonds, contracts or other instruments authorized by the Board to be executed, except in cases in which the execution thereof shall be expressly delegated by the Board or by these bylaws to some other officer or agent of the Cooperative or shall be required by law to be otherwise executed; and
- in general, shall perform all duties incident to the office and such other duties as may be prescribed by the Board from time-to-time, specifically appointing all committees, and acting as liaison between the Board and the President and CEO.
Section 5.6 - Vice-Chairperson. In the absence of the chairperson, or in the event of his/her inability or refusal to act, the vice-chairperson shall perform the duties of the chairperson, and when so acting, shall have all the powers of and be subject to all the restrictions upon the chairperson and shall perform such other duties as from time-to-time may be as signed to him/her by the Board.
Section 5.7 - Secretary. The secretary or assistant secretary shall:
- record or direct the recordation of the minutes of meetings of the members and of the Board in one or more books provided for that purpose;
- see that all notices are duly given in accordance with these bylaws or as required by law;
- be custodian of the Cooperative’s records and of the seal of the Cooperative and see that the seal of the Cooperative is affixed to all documents, the execution of which on behalf of the Cooperative under its seal is duly authorized in accordance with the provisions of these bylaws;
- keep a register of the post office address of each member;
- have general charge of the books of the Cooperative in which a record of the members is kept;
- keep on file at all times a complete copy of the bylaws of the Cooperative containing all amendments thereto, which copy shall always be open to the inspection of any member; and
- in general perform all duties incident to the office of secretary and such other duties as from time-to-time may be assigned to him/her by the Board.
Section 5.8 - Treasurer. The treasurer or assistant treasurer shall:
- have charge and custody of and be responsible for all funds and securities of the Cooperative;
- receive and give receipts for monies due and payable to the Cooperative from any source whatsoever, and deposit all such monies in the name of the Cooperative in such financial institutions as shall be selected in accordance with the provisions of these bylaws; and
- in general perform all the duties incident to the office of treasurer and such other duties as from time-to-time may be assigned to him/her by the Board.
Section 5.9 - President and Chief Executive Officer (CEO). The President and CEO shall be appointed by the Board and shall be the administrative officer of the Cooperative. He/she shall have general charge of all business matters of the Cooperative under the control of and subject to the will of the Board and in accordance with the policies adopted by the Board. Such officer shall be known and referred to as President and CEO. Such officer shall devote his/her full time to the business of this Cooperative and shall be compensated for his/her services to the Cooperative in such amounts as may be fixed by the Board from time-to-time. Such officer shall not be required to be a member of the Cooperative. Such officer shall perform such duties as the Board may from time-to-time require of him/her and shall have such authority as the Board may from time-to-time vest in him/her. The President and CEO shall serve at the Board’s discretion.
Section 5.10 - Bonds of Officers. The Board shall require the treasurer, or any other officer of the Cooperative charged with responsibility for the custody of any of its funds or property, to give bond in such sum and with such surety as the Board shall determine. The Board, in its discretion, may also require any other officer, agent or employee of the Cooperative to give bond in such amount and with such surety as it shall determine.
Section 5.11 - Compensation. The power, duties and compensation of officers, agents, and employees shall be fixed by the Board.
Section 6.1 - Contracts. Except as otherwise provided in these bylaws, the Board may authorize any officer or officers, agent or agents to enter into any contract or execute and deliver any instrument in the name and on behalf of the Cooperative, and such authority may be general or confined to specific instance.
Section 6.2 - Checks, Drafts, etc. All checks, drafts, or other orders for the payment of money, and all notes or other evidence of indebtedness issued in the name of the Cooperative shall be signed and/or countersigned by such officer or officers, agent or agents, employee or employees of the Cooperative and in such manner as shall from time-to-time be determined by resolution of the Board.
Section 6.3 - Deposits. All funds of the Cooperative shall be deposited from time-to-time to the credit of the Cooperative and in such financial institutions as the Board may select.
Section 7.1 - Interest or Dividends on Capital Prohibited. The Cooperative shall, at all times, be operated on a cooperative, non-profit basis for the mutual benefit of its members. No interest or dividends shall be paid or payable by the Cooperative on any patronage capital furnished by the patron.
Section 7.2 - Patronage Capital.
- The Cooperative’s operation shall be so conducted that all patrons (members) will, through their patronage, furnish capital for the Cooperative. In order to induce patronage and to assure that the Cooperative will operate on a cooperative, non-profit basis, the Cooperative is obligated to account on a patronage basis to all its patrons for all amounts received and receivable from the furnishing of electric energy in excess of operating costs and expenses properly chargeable against the furnishing of electric energy. All such amounts in excess of operating costs and expenses at the moment of receipt by the Cooperative are received with the understanding that they are furnished by the patrons as capital. The Cooperative is obligated to allocate credits to a capital account for each patron all such amounts in excess of operating costs and expenses. The books and records of the Cooperative shall be set up and kept in such a manner that at the end of each fiscal year the amount of capital, if any, so furnished by each patron is clearly reflected and credited in an appropriate record to the capital account of each patron, and the Cooperative shall, within a reasonable time after the close of the fiscal year, notify each patron of the amount of his/her capital so credited to his/her account.
- All other amounts received by the Cooperative from its operation in excess of costs and expenses shall, insofar as permitted by law, be (1) used to offset any losses incurred during the current or any prior fiscal year, and (2) to the extent not needed for that purpose, allocated to its patrons
on a patronage basis and any amount so allocated shall be included as part of the capital credited to the accounts of patrons, as herein provided.
- All such amounts credited to the capital account of any patron shall have the same status as though they have been paid to the patron in cash in pursuance of a legal obligation to do so and the patron had then furnished the Cooperative corresponding amounts of capital.
- In the event of dissolution or liquidation of the Cooperative, after all outstanding indebtedness of the Cooperative shall have been paid, outstanding patronage capital shall be retired without priority on a pro rata basis. If, at any time prior to dissolution or liquidation, the Board shall determine that the financial condition of the Cooperative will not be impaired thereby, the capital then credited to patron’s accounts may be retired in full or in part. The Board shall determine the method, basis, priority and order of retirement, if any, for all amounts furnished as capital.
- Capital credited to the account of each patron shall be assignable only on the books of the Cooperative pursuant to written instruction from the assignor and only to successors in interest or to the patron and his/her spouse with right of survivorship, unless the Board, acting under policies of general application shall determine otherwise.
- In case of the death of any person who has furnished such capital credited to his/her account, such credit shall be transferred upon the books of the Cooperative only upon the filing with the Cooperative of a proper assignment by the legal representative of his/her estate or his/her heirs- at-law or legatees in accordance with such policy and procedures as are adopted by the Board.
- It is the duty of every patron and of every person who has such capital credited to his/her account to cause the records of the Cooperative at all times to show his/her proper mailing address. At such time as retirement of capital is directed by the Board as provided herein, at board discretion a bill credit may be issued or a check may be mailed to the mailing address of each such persons as shown on the records of the Cooperative or to any agent designated. All checks returned to the Cooperative as not delivered shall be recovered by the Cooperative pursuant to Indiana Code 8-1-13-11(14) and Indiana Code 8-1-13-17 and board policy.
- The patrons of the Cooperative, by dealing with the Cooperative, acknowledge that the terms and provisions of the Articles of Incorporation and bylaws shall constitute and be a contract between the Cooperative and each person; and both the Cooperative and the patrons and their successors in interest are bound by such contract, as fully as though each patron had individually signed a separate instrument containing such terms and provisions.
- No payment of capital credited to any member shall be paid to such member when the member owes any delinquent obligation to the Cooperative if the legal principals of set-off or recoupment permit the Cooperative to retain such.
Section 8.1 - Dispositions and Pledging of Property. Not inconsistent with the provisions of Indiana Code Section 8-1-13-12, the members of the Cooperative may at a duly held meeting of the members, authorize the sale, lease, lease-sale, exchange, transfer, mortgage, pledge or other disposition of all or substantially all of the Cooperative’s property and assets by the affirmative votes of a majority of the total members of the Cooperative. However, the Board, without authorization by the members, shall have full power and authority (1) to borrow monies from any source and in such amounts as the board may from time-to-time determine, (2) to issue the Cooperative’s obligations evidencing such borrowing, and (3) to mortgage or otherwise pledge to encumber any or all of the Cooperative’s property or assets as security therefor. The board shall also have full power and authority, without requirement of any member authorization or Commission approval, to sell, lease, lease-sale, exchange, transfer or otherwise dispose of merchandise, or of property no longer necessary or useful for the operation of the Cooperative, or of less than substantially all of the Corporation’s property and assets.
Section 8.2 - Procedure Upon Disposition of Cooperative Property. Supplemental to Section 8.1 and any other applicable provisions of laws or these bylaws, no sale, lease, lease-sale, exchange, transfer or other disposition of all or substantially all of the Cooperative’s property and assets shall be authorized except in conformity with the following:
- If the Board looks with favor upon any proposal for such sale, lease, lease-sale, exchange, transfer or other disposition, it shall first cause three (3) independent, non-affiliated appraisers, expert in such matters, to render their individual opinions as to the value of the Cooperative with respect to such a sale, lease, lease-sale, exchange, transfer or other disposition and as to any other terms and conditions which should be considered. The three (3) such appraisers shall be designated by the Whitley County Circuit Court Judge. If such judge refuses to make such designations, they shall be made by the Board.
- If the Board, after receiving such appraisals (and other terms and conditions which are submitted, if any), determine that the proposal should be submitted for consideration by the members, it shall first give every other rural electric cooperative corporately sited and operating in Indiana (which has not made such an offer for such sale, lease, lease-sale, exchange, transfer or other disposition), an opportunity to submit competing proposals. Such opportunity shall be in the form of a written notice to such rural electric cooperatives, which notice shall be attached to a copy of the proposal which the Cooperative has already received and copies of the respective reports of the three (3) appraisers. Such rural electric cooperatives shall be given not less than thirty (30) days during which to submit competing proposals, and the actual minimum period within which proposals are to be submitted shall be stated in the written notice to them.
- If the Board then determines that favorable consideration should be given to the initial or any subsequent proposal which has been submitted to it, it shall so notify the members not less than sixty (60) days before noticing a special meeting of the members thereon or, if such be the case, the next annual member meeting, expressing in detail each of any such proposals, and shall call a special meeting of the members for consideration thereof and action thereon, which meeting shall be held not less than thirty (30) days after the giving of notice thereof to the members;
provided that consideration and action by the members may be given at the next annual meeting if the Board so determines and if such annual meeting is held not less than thirty (30) days after the giving of notice of such meeting.
- Any fifty (50) or more members, by so petitioning the Board not less than thirty (30) days prior to the date of such special or annual meeting may cause the Cooperative with the cost to be borne by the Cooperative, to mail to all members any opposing or alternative positions which they may have to the proposals that have been submitted or any recommendations that the Board has made. The provisions of this Section 2 shall not apply to a sale, lease, lease-sale, exchange, transfer or other disposition to one or more other rural electric cooperatives if the substantive or actual legal effect thereof is to merge or consolidate with such other one or more rural electric cooperative.
The Board shall have the full power and authority on behalf of the cooperative to purchase stock in or become a member of any corporation or cooperative organized for purposes consistent with the corporate purposes of the Cooperative.
Section 10.1 – Electronic Documents. Subject to consent by a member or Director, an electronic document sent to or received from a member or Director satisfies a requirement imposed by these bylaws that the underlying signature, contract, record, notice, communication or other document be in writing.
A document electronically sent to a member, Director or former member at the member, Director or former member’s last known electronic address is considered received on the date sent by the Cooperative. A document electronically received from a member, Director former member is considered received on the date received by the Cooperative.
Section 10.2 – Bylaw Amendments. The bylaws may be altered, amended or repealed by the affirmative vote of not less than two-thirds (2/3) of all the members of the Board which vote may be taken at any regular or special meeting of the Board; provided that in case of a special meeting, notice of such alteration, amendment or repeal shall have been given with notice of meeting.
Section 10.3 – Rules of Order. Parliamentary procedure at all meetings of the member, of the Board, of any committee provided for in these bylaws and of any other committee of the members or Board which may from time-to-time be duly established shall be governed by the most recent edition of Robert’s Rules of Order, except to the extent such procedure is otherwise determined by law or by the cooperative’s Articles of Incorporation or bylaws.
Section 10.4 – Fiscal Year. The fiscal year of the Cooperative shall begin on the first (1st) day of January of each year and end on the thirty-first (31st) day of December in the same year.
Section 10.5 – Seal. The Cooperative seal of the Cooperative shall be in the form of circle and shall have inscribed thereon the name of the Cooperative, the words, “Columbia City, Seal, Indiana” and the figures “1936.”
Section 10.6 – Terms and Conditions of Service. The Board shall have power to make and adopt such terms and conditions of service, not inconsistent with law, the Articles of Incorporation or these bylaws, as it may deem advisable for the management, administration and regulation of the business and affairs of the Cooperative.
Section 10.7 – Accounting Systems 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 acceptable under the Generally Accepted Accounting Principles (GAAP). The Board shall cause to be made by a Certified Public Accountant a full and complete independent annual audit of accounts, books and financial condition of the Cooperative as of the end of each fiscal year. Any member shall be entitled to inspect such audit report pursuant to any reasonable procedure adopted by the Board.
A report shall be provided to members prior to or at each annual meeting covering the business of the Cooperative and showing the condition of the Cooperative, which report shall summarize the financial condition of the cooperative at the conclusion of the prior year.
Section 10.8 – Waiver of Notice
Any member, Director or officer may waive, in writing, any notice of meeting required to be given by these bylaws.
Terms and Conditions of Service
These Terms and Conditions of Service apply to each applicant for membership and member of NREMC. They are a part of every contract for service made by the NREMC, unless modified by special terms written therein, and govern all classes of service.
These terms and conditions may be revised, amended, supplemented, or otherwise changed from time to time by action of the Board of Directors.
If you wish to have a copy of the terms and conditions mailed to you, please contact us.
Last updated May 18, 2020
These Terms and Conditions of Service apply to each applicant for membership and member of the Northeastern Rural Electric Membership Corporation (hereinafter called the Corporation). They are a part of every contract for service made by the Corporation, unless modified by special terms written therein, and govern all classes of service. These Terms and Conditions of the Corporation incorporate applicable provisions of the Indiana Administrative Code (IAC), Title 170, Article 4, Electric Utilities. The intent of the Terms and Conditions are to set out operating procedures for the Corporation.
These Terms and Conditions may be revised, amended, supplemented, or otherwise changed from time to time by action of the Board of Directors.
The Articles of Incorporation, Bylaws, Policies, Rates and Statement of Nondiscrimination adopted by the Board of Directors also govern the Corporation’s responsibilities, and set forth the members’ rights. Copies are available to members upon request and on the Corporation’s web site.
A. Service Contract
Each new member will be required to apply for electrical service, pay a one-time $15 refundable membership, and agree to abide by the Terms and Conditions; Rates and Tariffs; and Bylaws of the Corporation.
Application must be made with the Corporation and all applicable fees and deposits shall be paid as required. The application shall contain a description of the premises to be served, whether applicant is owner, agent, or tenant of the premises, and such other information as the Corporation may reasonably require.
C. Right to Reject
The Corporation reserves the right to reject any application for service not available under its rate schedules or which might affect the supply of service to others. The Corporation also reserves the right to reject any application for service to a residence owned or occupied by a person who owes the Corporation delinquent account for prior electric service, even though the application for service is by the owner of the property or by any other person, unless sufficient deposit, acceptable to the Corporation, is made by said prospective member.
D. Special Contracts
Special contracts shall be for a term of not less than one year; but where a sufficiently large investment is necessary to supply service, contracts of longer term or with minimum special guarantee of revenue, or both, may be required to safeguard such investment.
An application or contract, when accepted by the Corporation through action of its Board of Directors or its authorized agents, shall constitute the contract between the member and the Corporation; and only the Corporation’s Board of Directors has the power to modify, alter, or waive any of its conditions.
Service shall be classified for determining the applicable rate schedule in accordance with the nature of the member’s need for electricity, the nature of the electric service installed, and in accordance with the following definitions:
A. Residential Service
A residential service shall be defined as single phase service to a single private house, manufactured house, multi-family residential unit or other living quarters occupied by a person or persons constituting a distinct household, inclusive of any private garage adjacent to, connected with and used exclusively by the resident.
This service shall also be available at one point of connection to a set of farm buildings and farm equipment, and shall include one residential service as defined above. If two or more residences are located on the same farm, each shall be separately metered.
B. Commercial and Industrial Service
A commercial and industrial service shall be defined as service at a single point of connection to any business enterprise, institution, or organization. Service may be used for all purposes, including lighting and power, and will be furnished under the appropriate schedule.
C. Combined Residential and Small Commercial Service
Where both residential and commercial classes of services are supplied through one service and one meter to the same member on the same premises, such combined service shall be classified as commercial and billed under the appropriate rate schedule.
At the option of the member, the connections may be arranged to separate the commercial service and residential service to permit installation of two meters, with each receiving service under the appropriate rate schedule.
D. Temporary Service
Temporary Service is intended to provide light-duty electrical service for construction purposes, in accordance with the Corporation’s “Electric Standards Manual.” The temporary service will be provided until a permanent service is established and billed under the appropriate rate schedule.
A temporary service will be provided for an applicant or member requesting such by completing the proper application and may require advance payment of the Temporary Service Charge as stated in Appendix B.
If additional distribution equipment is required to provide temporary service over and above that required to provide permanent service, the applicant may be required to pay for part or all of the installation and removal of same. Payment will be required in advance of construction.
When an applicant’s credit is not established to the satisfaction of the Corporation or when a member’s credit has become impaired, the Corporation has the right to require payment of a deposit in accordance with the requirements of 170 IAC 4-1-15.
In accordance with 170 IAC 4-1-27, the following paragraphs outline the practices in applying revenue credit for new or upgraded electric service.
The revenue credits used and allowed, as well as possible charges to member, in the following instructions, shall be calculated using current revenue data.
A. Rates, Terms and Conditions
The Corporation’s distribution system will be extended to supply applicants who choose to take service under the rates of the Corporation and the provisions of its line extension requirements.
B. Line Construction
The Corporation will construct, own and maintain overhead and/or underground supply facilities either secondary (<600 Volts) or primary (>600 Volts), located on road right-of-
way or on right-of-way acquired by the Corporation and used or usable as a part of the Corporation’s general supply system. Title to all such facilities shall remain with the Corporation. All line construction is built in conformance with the National Electric Safety Code in accordance with the provisions stated in 170 IAC 4-1-26.
C. Construction Costs
The total estimated cost of the overhead and/or underground primary and/or the secondary extension including service drop or laterals, transformers, metering, any associated maintenance costs, and all other costs associated with the job to an individual member will be determined using the cost estimating information approved by the Board of Directors.
D. Revenue Credits
Revenue credits for nonresidential members will be calculated based on factors including the proposed connected electric load, load factor, diversity power factor, applicable electric rate, and member charge on a monthly basis. For residential accounts credit will be given for certain electric appliances, heating, cooling, and general usage.
E. Primary or Secondary Service Extensions
A revenue credit of 2-1/2 times the estimated annual revenue will be applied to the total estimated cost of the initial facilities installed. If the estimated revenue credit is greater than or equal to the estimated cost of installed facilities, there will be no charge for the installation. However, if the estimated revenue credit is less than the estimated cost of installed facilities, the member shall make a payment for the difference in advance of construction.
The Corporation, upon receipt of a member’s written request, may honor an escrow account or a binding letter of credit from a financial institution before construction. If an escrow account or a binding letter of credit is accepted in lieu of the member’s advance payment, the amount owed by the member will be due and payable when the facilities are installed and energized.
New permanent service extensions not exceeding 200 feet from an existing primary and/or secondary source will be made at no cost to the member, (revenue credit is estimated to be more than the construction costs in this situation.) New service over 200 feet from a main line system will require an estimate to determine costs.
If a member of the Corporation is required to make payment of for an extension of distribution or service lines, the Corporation shall, upon request, make available to the
applicant the information used to establish the basis for the applicable amount.
F. Replacement of an Inadequate Service
When a member installs new load which makes the existing service inadequate, the existing service will be upgraded based on subparagraphs C, D, and E above.
G. Replacement of an Adequate Service
When a member requests the replacement or relocation of an adequate service, the member will pay the estimated total cost of construction and no revenue credit will be applied to this situation.
H. Refunds to Initial Member
For each new member served off an extension that was paid for by an initial member, a refund will be made to the initial member in an amount equal to 2-1/2 times the estimated annual revenue less the estimated cost of facilities installed to service the new member, if such extensions are made within a period of six years from the initial extension.
The total of all refunds to the initial member shall in no event exceed the contributions originally paid.
I.Service to Residential Developments
- To qualify as a Residential Development, there must be two or more contiguous lots which have been platted as a subdivision pursuant to I. C. 36-7-4-701 for construction of single-family residential units or two or more multi-family units located within the same or adjacent tracts of real estate.
- The net sum to be deposited by a builder or developer will be determined as follows:
- The estimated total cost of facilities to serve all units will be as determined by the Corporation based on Section V Paragraph C above.
- Credit toward the above cost of facilities will be allowed for 2-1/2 times the estimated annual revenue, as estimated by the Corporation, for the houses or multi-family units which will be built within the first six years after the Corporation’s installation is completed. The number of houses or multi-family units used by the Corporation to make this
calculation will be based on past experience with the builder or developer. No builder or developer, however, will be allowed less than 25 percent of the planned houses or multi-family units.
The revenue calculations will be made when the service agreement is signed. If there is any balance due the Corporation after the revenue credit has been applied; payment shall be made prior to the commencement of construction, either in cash, from a binding letter of credit issued by a lending institution or from an escrow account.
- After the number of services used in the original revenue calculation have been installed, refunds will be made against the initial contribution to construction as additional permanent services are connected to houses or apartments within a six-year period as follows:
- Refunds will be made for each additional house or apartment equal to 2-1/2 times the estimated annual revenue less the estimated cost of secondary service and metering equipment required to serve that house or apartment.
- The total of all refunds or allowances shall not exceed the total payment made by the builder or developer.
A. Member’s Wiring and Service Equipment
Member’s wiring and service equipment shall be installed in accordance with the requirements of the Corporation, not less than the requirements of the National Electric Code, or other such codes as may be applicable, and shall be subject to inspection and approval by the Corporation and/or other agencies having jurisdiction. These requirements have been summarized in a booklet published by the Corporation entitled “Electric Standards Manual.” It is available upon request or on the Corporation’s web site.
The Corporation may refuse to make connections to member’s wiring and service equipment or to continue service thereto whenever, in its judgment, such installation is not in accordance with accepted code requirements, as stated in the first paragraph of this section.
B. Member’s Electric Equipment
The member shall provide the Corporation with a list of all electric equipment for which service is requested including lighting, HVAC, cooking, process heating, welding, air
compressors, manufacturing equipment, computers, refrigeration, miscellaneous, etc.
Any electric load, which may negatively impact the electric distribution system including, but not limited to welders, motors of 5hp or greater, drives and specialized manufacturing equipment, shall be reviewed by the corporation before connection. Soft start, reduced voltage starters or other re-mediation may be required. In any event, the member shall follow the requirements of Article VII, paragraph B hereof.
C. Point of Delivery
The member shall provide the Corporation with site drawings and the details of the electric equipment to be installed. Upon receipt of such information the Corporation will designate the location of company facilities. The member must, without charge, make this location available to the Corporation for installation of the transformers, meters, or other equipment of the Corporation necessary for the fulfillment of any contracts the member may enter into with the Corporation. Following installation, such location must always be accessible for maintenance of Corporation property.
D. Underground Service (Secondary Specifications and Charges)
- Residential Service Requirements
When a member requests single-phase residential service, the member shall install service entrance facilities, including service equipment, having a a minimum rating of 3-wire, 100 amp capacity to an outdoor meter installation located at a point mutually acceptable to the Corporation and member. The Corporation may furnish the meter base, and will install, own, and maintain the service conductors and associated equipment from the metering device to the secondary facilities on the pole or service pedestal.
- Service to Manufactured Home
The Corporation may require the use of a meter pedestal or meter pole for a manufactured home on a non-permanent foundation. The units shall include the meter base and disconnecting device.
- All Service Requirements
- The Corporation may furnish all metering equipment as required for installation by the member or member’s electrician. The member shall install the meter base in an exterior location mutually acceptable by the Corporation and the member. The Corporation may elect to install primary metering for multiple transformer services or special installations
at a convenient and accessible location on member’s property.
- Member’s responsibility for electric service installation is detailed in the Corporation’s “Electric Standards Manual”, available upon request or on the Corporation’s web site.
- The member may be responsible for obtaining necessary easements and/or right-of-way for the installation and maintenance of Corporation’s equipment.
- All members qualifying for commercial and industrial rate schedules shall provide and install secondary service lines from the transformer to the service panel. The Corporation may request the setting of the transformer adjacent to any building near the service panel or disconnection devices.
- The Corporation shall provide trenching services in accordancewith specifications stated on the “Underground and Trenching Services”” and “Request for Underground Primary Facilities” forms which shall be executed by the member in advance of construction.
- Limited of Responsibility – The Corporation will install and maintain lines and equipment on its side of the point of delivery but shall not be required to install or maintain any lines, equipment, or apparatus, excepting meters and meter accessories, beyond the point of delivery unless specifically included in schedules or agreements.
A. Member Liability
The Corporation’s responsibility extends only to supplying electric service at the point of delivery. The member assumes full responsibility for the electric usage upon premises at and from the point of delivery thereof, and for the wires, apparatus, devices and appurtenances thereon used in connection with the service. The member shall indemnify, hold harmless and defend the Corporation against all claims, demands, cost or expense, including attorney fees, resulting from loss, damage or injury or death to persons or property in any manner directly or indirectly arising from the transmission or use of power by the member at or on the member’s side of point of delivery.
B. Changes in the Member’s Wiring and Equipment
All equipment supplied by the Corporation for the use of each member has a definite capacity and, for this reason, it shall be the responsibility of the member to notify the Corporation in writing before any change is made in the total connected load, load characteristics, purpose or location of the installation. Failure to give such notice shall render the member liable for any damage to meters, accessories, transformers, or wires of the Corporation caused by the additional or changed installation.
C. Protection by Member
The member shall protect the equipment of the Corporation on the member’s premises
and shall not interfere with, alter, or permit interference with or alteration of
Corporation’s meters or other property except by duly authorized representatives of the
In the event of any loss or damage to the property of the Corporation due to, caused by, or arising from carelessness, negligence, or misuse by member or member’s agent, the cost of the necessary replacement and repairs shall be paid for by the member.
All equipment installed by the Corporation on the premises of the member will be accomplished in a professional manner and in conformance with 170 IAC 4-1-26. The member shall not cause any changes to be made to the property that will jeopardize the Corporation’s ability to conform to those standards. If the member deems that such a change is necessary, the Corporation shall be immediately notified so that safety to life and property may be maintained; and appropriate changes may be made, if necessary, to the Corporation’s facilities to maintain compliance with the aforementioned rule.
Members may be charged for any or all costs involved in returning corporation equipment to a safe condition in the event member fails to comply with this section.
E. Relocation of Corporation Facilities
Members requesting a change of location of any of the Corporation’s property such as poles, anchors, underground lines, etc., will be required to pay the cost incident to such relocation which does not, in the opinion of the Corporation, result in a betterment of the Corporation’s facilities.
In no event will any change be made which does not conform with then current acceptable distribution construction practices.
If the meters or any other property belonging to the Corporation are tampered or interfered with, the member being supplied through such equipment shall pay the amount which the Corporation may estimate is due for service rendered, but not
registered on the Corporation’s meter; for resulting necessary replacements and repairs and all labor, materials and equipment associated with such repairs; for any associated costs related to discovery, assessment, documentation, bill calculation, and restoration of service associated with the incident; and a meter tampering fee of $500.00. In addition, the Corporation reserves the right to prosecute any criminal offense resulting therefrom.
Duly authorized representatives of the Corporation shall have the right of ingress to and egress from the premises of member at all reasonable times for the purpose of reading, testing, inspecting, repairing, replacing or removing its meters or other property, or inspecting and/or testing the member’s installation or for the purpose of removing its property on the termination of its contract, or on discontinuance of service for whatever cause.
Subject to extreme weather conditions, emergencies, or other circumstances of force majeure, an actual meter reading will be obtained on a monthly basis. Should access to the meter be restricted by the member, requiring further contact in order to obtain the monthly reading, an additional charge may be billed in accordance with Appendix B.
A. Regularity of Supply
The Corporation will use reasonable diligence to provide and maintain uninterrupted service; but in case of cessation, deficiency, variation in voltage or any other failure or reversal of the service resulting from acts of God, public enemies, accidents, strikes, riots, wars, repairs, orders of court or other acts reasonably beyond the control of Corporation; the Corporation shall not be liable for damages, direct, or consequential, resulting from such service termination or failure.
B. Notice of Trouble
The member should give immediate notice to the Corporation of any interruptions, irregularities, unsatisfactory service, or equipment defects or malfunctions known to the member.
The Corporation may, at any time it deems necessary, suspend the supply of electrical energy to any member or members for the purpose of making repairs, changes or improvements upon any part of its system. The Corporation shall attempt to furnish reasonable notice of such suspension for service to members, where practicable.
C. Relocation of Delivery Point
If the Corporation is required to place any portion of its wires or service supply lines underground or relocate any poles or feeders, the member shall change the location of the point of delivery at the member’s expense.
A. Disconnection of Service
The Corporation shall have the right to discontinue electric service to a member in accordance with 170 IAC 4-1-16.
B. Interruption of Service
Whenever the Corporation intentionally interrupts electric service to the members, the guideline established by 170 IAC 4-1-23 will be followed.
C. Disconnection and Reconnection Charge
For each disconnection and reconnection, except by a terminating member, whether at the member’s request or done under these Terms and Conditions of Service, payment of fees set forth in Appendix B will be required by the member. The disconnect and reconnected charges shall be paid in advance of the restoration of electric service to the member.
D. Home Energy Assistance
Without member request, the Corporation may not, during the period December 1 through March 15, disconnect electric residential service to any member who either is receiving or who is eligible for and has provided a complete application or proof of such application for home energy assistance pursuant to 170 IAC 4-1-16.6 to the Corporation.
Due to the potential for equipment damage and the safety of the member and Corporation
employees, no other source of electrical power may be connected to the Corporation’s electrical lines without prior written approval. These outside power sources shall include, but not be limited to, wind generators, stand-by generators, solar generation or any other form on co-generation.
All source transfer schemes shall require prior written authorization by the Corporation. Engineering or other studies performed by the Corporation to implement a member’s request for other sources of electrical power shall be billed to the member for time and materials required to complete such study. The member will provide or pay for all equipment required to ensure a safe connection to the system.
All purchased electric service on the premises of the member shall be supplied exclusively by the Corporation, and the member shall not directly or indirectly sell, sublet, assign or otherwise dispose of such electric service, or any part thereof without the consent of the Corporation, except as permitted by 170 IAC 4-5.
A. Separate Meter for Each Service
The Corporation will normally furnish a single meter at the point of connection to the member’s premises. Any member desiring service at two or more separate meter points of connection to the Corporation lines shall be billed separately at each such point, and the registrations of such meters shall not be added for billing purposes, unless so permitted by an approved rate schedule.
B. Meter Tests at Request of the Member
The Corporation will, at its expense, endeavor to maintain the efficiency of its meters within the allowable accuracies prescribed by 170 IAC 4-1-9.
A test of the accuracy of a meter’s registration will be made without charge upon written request by a member once during any 12-month period. The member will be required to pay the cost of all additional test made upon request within the same 12- month interval. If the mere is found to have an error which is of an average accuracy of plus or minus two percent (2%), the Corporation shall waive the cost of testing the meter.
C. Adjustments Due to Meter Errors
If any meter, after being tested as provided for in these Terms and Conditions of Service is found to have a percentage of error greater than two percent (2%) for watt-hour meters and two percent (2%) for integrating and electromagnetic type demand meters [four percent (4%) for thermal demand meters], the bills for service metered thereby shall be adjusted as follows:
- Fast Meters
When a meter is found to have a positive average error greater than the above- stated minimums, the Corporation shall refund or credit the member’s account with the amount in excess of either an average bill for the kilowatt-hours and/or demand units incorrectly metered, or separate bills individually adjusted for the percent of error for the period the meter was fast, if such period can be
determined, or one year, whichever period is shorter. An average bill shall be calculated on the basis of kilowatt-hours and/or demand units registered on the meter over corresponding periods, either prior or subsequent to the period the meter is determined to be fast. No part of a minimum service charge shall be refunded.
- Stopped or Slow Meters
When a meter has stopped or has a negative average error greater than the above-stated minimums, the Corporation may charge the member for the kilowatt-hours and/or demand units incorrectly registered for one half of the period since the last previous test or one year, whichever is shorter. The amount of the charge to the member shall be estimated on the basis of either an average bill as herein-below described or separate bills individually adjusted for the percent of error. An average bill shall be calculated on the basis of kilowatt- hours and/or demand units registered on the meter over corresponding periods either prior or subsequent to the period for which the meter is determined to be slow or stopped. The Corporation may charge the member for such amounts except during any period that the Corporation negligently allows the stopped or slow meter to remain in service.
A. Billing Period
Bills for electric service will be rendered monthly from meter readings, or otherwise computed according to the Corporation’s rate schedules and Terms and Conditions of Service then in effect, and shall be due on the date determined by the Corporation.
Bills for special or short-term service under the applicable rates, including the cost of connecting and disconnecting, may be rendered at the discretion of the Corporation and shall be payable on demand.
B. Initial Billing
A member beginning electric service will receive a first bill for a meter reading taken at the first regular reading date following the institution of service. The minimum bill, as established in the current rates approved by the Board of Directors, will apply. All subsequent bills will be calculated on the regular monthly cycle established by the Corporation.
C. Final Billing
A member terminating electric service will be billed for service from the most recent meter reading billed to the meter reading at the date of termination of service. A minimum billing will not apply to the final billing; rather, actual kilowatt-hours will be billed according to the applicable rate schedule.
D. Payment of Bills
All bills for regular service are payable monthly during business hours at the office of the Corporation, or at such other places as may be designated by the Corporation.
Bills will be dated on the billing date, i.e. the date the bills are mailed. The due date, which shall be set forth on the bill, will be not less than seventeen (17) days after this stated date, after which time is shall become a delinquent bill subject to late payment charges established in 170 IAC 4-1-13.
Service may be involuntarily disconnected for nonpayment after giving a fourteen (14) day notice of disconnection. Such written notice will be mailed by regular mail, delivered personally, or left at the residence or location served. The first day of the fourteen-day notice period shall be the first day after the placing of the notice in the mail, the giving of verbal notice, or other delivery of written notice. The only exception to this procedure is described in Section X Subparagraph D above regarding Home Energy Assistance.
E. Equalized Payment
Member-owners who are receiving electrical service under the residential rate tariffs for residential use may elect to contract for a plan whereby the monthly payments are averaged over an extended period and then the account is balanced at the end of that period. For more specific information on this contractual arrangement, please contact the Corporation’s office.
F. Third Part Payment Notification
A member desiring a third party to be notified in the even that he/she receives a late payment notice, must complete a Third Party Notice authorization form. This form is available by request at the Corporation’s office.
G. Special Collection Charge
In the even that the Corporation deems it necessary to send an employee to the premises of any member owing a delinquent account or accounts to collect same, a collection charge as stated in Appendix B shall be assessed such delinquent member or this charge may be added to the amount due the Corporation on any such account. If the employee does not collect the amount due, and does disconnect service, the collection charge shall also be added to the amount due the Corporation.
F. Failure to Receive a Bill
Failure to receive a bill shall not entitle a member to any extension of time for payment.
I. Service Charge for Returned Checks
Any returned check, regardless of reason, shall be assessed a returned-check charge as stated in Appendix B. The charge shall be assessed for each presentment of the negotiable item tendered.
A. Terms and Rentals
When the property of a member is located that the member can be served only by facilities extending over the property of another, the member shall accept service under such terms as are provided in the permit or agreement covering the location and the maintenance of service equipment; and the member shall reimburse the Corporation for any and all special or rental charges that may result from said permit or agreement.
B. Procurement of Right-of-Way
An easement granting permission for the erection of the Corporation's equipment and the right to enter on the premises to maintain such equipment, shall be granted by any applicant or member, without cost to the corporation in consideration for a service connection.
Any person or persons applying for the construction of an extension shall be required to secure for the Corporation all necessary and convenient right-of-way and pay the costs incident thereto, including the clearing of timber and brush to meet specifications.
In the event the Corporation extends service to an applicant/member prior to such applicant/member executing the necessary easement for the Corporation to enter and maintain its equipment on applicant/member’s real estate, any subsequent refusal by the applicant/member to execute the easement shall constitute adequate cause for the Corporation to revoke the acceptance of the member application provided for in Section II Subparagraph (E) hereof. In such event, the Corporation will give notice to the applicant/member of disconnection of service until the applicant/member has executed the necessary grant of easement. In such cases the Corporation will first notify the member of the proposed disconnection in the same manner as provided in 170 IAC 4-1- 16 and member shall be liable for the disconnection and reconnection charges set forth
in Appendix B of these Terms and Conditions of Service.
Any person or person commencing the use of service without first notifying and permitting the Corporation to read the meter, may be held responsible for any amount due for service supplied to the premises from the last prior available meter reading.
The member shall give reasonable notice of termination of service and may be held liable for service used after the date of notice to terminate the service until a final meter reading acceptable to the Corporation is obtained.
Notice of discontinuance of service prior to the expiration of a contract term will not relieve a member form any minimum or guaranteed payment under any contract or rate.
A member requesting disconnection, and then a reconnection of service shall pay both disconnection and reconnection fees before service is restored at the same location, as specified in Appendix B.
A. Notice to Corporation
Whenever these Terms and Conditions of Service provide that notice be given or sent to the Corporation of office of the Corporation, such notice, delivered or mailed first-class postage, prepaid, shall be deemed sufficient.
B. No Prejudice of Rights
The failure by the Corporation to enforce any of the terms provisions of these Terms and Conditions of Service shall not be deemed as a waiver of the Corporation’s right to do so at a later date.
C. Billing Charges
When a member is found to be on an improper rate as the result of an investigation
made at member’s request or by routine inspection by the Corporation, the change of billing to the proper rate will apply to the bill for the month during which the discovery is made.
Any adjustment in charges previously made for services under an improper rate
classification shall be determined upon the basis of the Corporation’s or the member’s
responsibility for such improper classification. Such adjustment will be in compliance with 170 IAC 4-1-14.
D. Exceptional Cases
The usual supply of electric service shall be subject to the4 provisions of these Terms and Conditions of Service, but where special service conditions ar5ise for which provision is not otherwise made, th3e Corporation may modify or adapt these terms to meet the requirements of such cases, consistent with he unaffected Terms and Conditions of Service.
Subject to these Terms and Conditions of Service, all contracts made by the Corporation shall be binding upon, and oblige and inure to the benefit of, the successors and assigns, heirs, executors and administrators of the parties thereto
A member of the Corporation may complain about any bill which is not delinquent, a disconnection notice, or any other matter relating to his/her service and may request a conference.
The member may make this complaint in person, in writing, or by completing a form available from the Corporation.
In making a complaint and/or a request for conference, the member shall state at a minimum his/her name, service address and the general nature of his/her complaint. The complaint will be processed in accordance with Section 1.9 of the Corporation’s bylaws.
If the member is receiving service at the time the complaint is received by the Corporation, service shall be continued in accordance with 170 IAC 4-1-17 (C).