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Bylaws as amended Aug. 15, 2016
The Pedernales Electric Cooperative, Inc. (the "Cooperative") is a democratic organization owned and controlled by its Members (as defined herein), who directly elect the Cooperative’s governing body and who actively participate in setting policies and making decisions. The Cooperative is committed to serving our communities by providing excellent member services, and safe and reliable energy services at a competitive price.
These Bylaws shall be liberally construed so as to ensure that the Cooperative operates with accountability and transparency to its Members. It is the fundamental philosophy and policy of the Cooperative to conduct its operations with a clear presumption of disclosure to its Members, so that in the face of doubt, openness prevails. Members shall have a special right of access, beyond any right of the general public, to the policies, procedures, information, meetings, and records of the Cooperative.
Section 1. Membership Procedure. Any individual or entity ("Applicant") with the capacity to enter into legally binding contracts that seeks Electric Service (as defined herein) within the Cooperative’s Service Area (as defined herein) may become a member of the Cooperative ("Member"):
To establish status as a Member of the Cooperative ("Membership"), an Applicant must agree to:
- make application for Membership, in whatever form then specified by the Board of Directors;
- agree to purchase electric service from the Cooperative ("Electric Service");
- pay the Membership Fee described in Section 2 below and any other amounts specified in the Cooperative’s business rules ("Business Rules") and tariff ("Tariff"); and
- agree to comply with and be bound by the Articles of Incorporation of the Cooperative and these Bylaws and any amendments thereto and such Business Rules and Tariff as may from time to time be adopted by the Board of Directors (collectively, the "Governing Documents"). The Governing Documents shall be called to the attention of each Member of the Cooperative by posting in a conspicuous place in the Cooperative’s headquarters office and on the Cooperative’s website.
A husband and wife may jointly become members ("Joint Membership") or convert an individual Membership to a Joint Membership in accordance with the foregoing provisions of this section. Holders of a Joint Membership: shall enjoy the rights, benefits, and privileges, and are subject to the obligations, requirements, and liabilities, of being a Member; shall notify the Cooperative in writing of a cessation of marriage or the death of a holder of a Joint Membership; and, shall have a single vote for all matters subject to voting.
Other than a Joint Membership, no Membership may be shared or held by more than one person or entity simultaneously, though the Business Rules and Tariff may allow multiple parties to guaranty payment on an account.
Section 2. Membership Fee. A Membership Fee shall be fixed by the Board of Directors ("Membership Fee"). The payment of the Membership Fee and any other amounts required by the Cooperative’s Business Rules and Tariff shall make the Member eligible for one (1) service connection. Additional fees may be required for each additional service connection requested by the Member, but no further Membership Fee shall be charged and no additional Memberships shall be created by the creation of additional service connections by the Member.
Section 3. Membership Certificates. Membership in the Cooperative shall be evidenced by a certificate of Membership ("Membership Certificate") which shall be in such form and shall contain such provisions as shall be determined by the Board of Directors not contrary to, or inconsistent with, the Articles of Incorporation of the Cooperative or these Bylaws.
Section 4. Purchase of Services. Each Member shall, as soon as Electric Service shall be available, purchase from the Cooperative such Electric Service, and shall pay therefore at rates that shall from time to time be fixed by resolution of the Board of Directors. Amounts paid in excess of the cost of Electric Service are furnished by Members as capital, and each Member shall be credited with the capital the Member furnished as provided in these Bylaws ("Patronage Capital"). Each Member shall pay such minimum amount per month as shall be fixed by the Board of Directors of the Cooperative, from time to time, regardless of the amount of services used. Each Member shall also pay all obligations that 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 5. 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 Member shall be individually liable or responsible for any debts or liabilities of the Cooperative.
Section 6. Expulsion of Members. The Board of Directors of the Cooperative may, by the affirmative vote of not less than five (5) Directors, expel any Member who shall have violated or refused to comply with any of the provisions of the Articles of Incorporation of the Cooperative, these Bylaws, the Business Rules or the Tariff adopted from time to time by the Board of Directors. Any Member so expelled may be reinstated as a Member by the vote of five (5) or more of the members of the Board of Directors at any meeting of such Board of Directors. The action of the Board of Directors with respect to any such reinstatement shall be final unless and until a new cause for expulsion arises.
Section 7. Withdrawal of Membership. Any Member may withdraw from Membership upon payment in full of all debts and liabilities of such Member to the Cooperative and upon compliance with such terms and conditions as the Board of Directors may prescribe. The Membership Fee may be refunded to the Member withdrawing from Membership upon payment of all outstanding obligations; the foregoing refund provision shall not apply to Members for whom service has been provided, but who have refused connection.
Section 8. Termination of Membership. Membership in the Cooperative and a Membership Certificate representing the same shall not be transferable, and upon the death, cessation of existence, expulsion or withdrawal of a Member, the Membership of such Member shall thereupon terminate and the Membership Certificate of such Member shall be effectively revoked. Termination of Membership in any manner shall not release the Member from the debts or liabilities of such Member to the Cooperative. When a Membership is a Joint Membership, upon death of either husband or wife, such Joint 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 or her, as the case may be, and upon the recording of such death on the books of the Cooperative, the Membership Certificate may be reissued to and in the name of such survivor; provided, however, that the estate of the deceased shall not be released from any Membership debts or liabilities to the Cooperative until the satisfaction of such debts or liabilities.
When a Membership is held jointly by a husband and wife, upon legal termination of such marriage, the Membership shall be deemed to be held solely by the spouse continuing to meet the Membership requirements who presents his or her personal affidavit assuming the Membership and responsibility of all debts and liabilities owed to the Cooperative or a court order of similar effect. In the event of the change in a Member’s legal name, an affidavit or court order shall also be required to enact the name change on the Membership roster.
Subject to the payment of all debts and liabilities of a Member to the Cooperative, upon termination of Membership, the Cooperative shall pay to such a Member or the Member’s personal representative, an amount equal to the Membership Fee paid by such Member.
Section 9. Dispute Resolution. A Member shall submit any claim or dispute between the Member and the Cooperative regarding the Governing Documents, the Cooperative’s provision of Electric Service, or other matter to the Board of Directors for resolution before pursuing any other action against the Cooperative, except as provided by law.
Section 10. Membership Lists. The Cooperative shall maintain a record of current Members in a form permitting the Cooperative to alphabetically list the names and addresses and Director Districts of all Members (“Membership List”). Upon twenty-five (25) days prior written notice or request to the Cooperative, and upon providing a sworn affirmation of a proper purpose, as defined by the Board, a Member may inspect or obtain a copy of the Membership List. The Member’s use of the list shall be limited to the proper purpose affirmed by the Member.
Section 1. Annual Meeting. The annual meeting of the Members shall be held on the third Saturday of June at 10:30 am or such other date and time within June each year, as may be designated by the Board of Directors of the Cooperative, at the Cooperative’s Training Center in Blanco County, Texas, or such other place in any county in which the Cooperative provides service as may be designated by the Board of Directors of the Cooperative ("Annual Meeting"). The purposes of the Annual Meeting are to elect Directors and transact such other business as listed in the notice of the Annual Meeting. If the election of Directors shall not be held on the day designated by the Board of Directors for any Annual Meeting, or at any adjournment thereof, the Board of Directors of the Cooperative shall cause the election to be held at a Special Member Meeting (as defined herein) as soon thereafter as may be convenient. Failure to hold the Annual Meeting as designated herein shall not result in forfeiture or dissolution of the Cooperative. At the Annual Meeting, a report shall be provided regarding the activities of the Cooperative during the past year, and audit reports of the accounts, books and financial condition presented to the Board shall be submitted to the Members.
Section 2. Special Member Meeting. A special meeting of the Members ("Special Member Meeting") may be called by the President, or a majority of the Directors, or by a petition signed by at least 10% of the Members ("Member Petition"). A Special Member Meeting shall be held at any place within a county in which the Cooperative provides service, and shall include on the agenda any items listed on the Member Petition or as otherwise specified by the President or a majority of Directors.
Section 3. Notice of Member Meeting. Written or printed notice stating the place, day and hour of an Annual Meeting or Special Member Meeting (each a "Member Meeting") and purpose for which the Member Meeting is called, shall be delivered, either personally or by mail, to each Member not less than ten (10) days nor more than thirty
(30) days before the date of the Member Meeting, by or at the direction of the President, the Secretary, or other persons calling the Member Meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the Member at the Member’s address as it appears on the records of the Cooperative with postage thereon prepaid. The failure of any Member to receive notice of any Member Meeting shall not invalidate any action that may be taken by the Members at any such meeting.
Section 4. Agenda, Attendance, and Action at Member Meetings. Except as otherwise provided in these Bylaws, before or at a Member Meeting, the Board of Directors shall determine the agenda, program, or order of business for the Member Meeting. Except as otherwise provided by the Board of Directors, the President shall preside at the Member Meeting and may exercise duties and take actions reasonably necessary for efficiently and effectively conducting the Member Meeting. Members attending the Member Meeting may consider, vote, or act only upon matters listed in the notice of the Member Meeting.
Section 5. (a) Member Meeting Quorum. A quorum of Members is five thousand (5,000) Members ("Member Meeting Quorum") present in person or casting a vote by mail, electronically or on their own behalf by any other method approved by the Board of Directors. If less than the Member Quorum is present in person or by vote cast by mail, electronically or by other method authorized by the Board of Directors at a Member Meeting, then a majority of Members attending the Member Meeting in person may adjourn the Member Meeting.
(b) Director Election Quorum. A quorum of Members for a Director Election is at least one thousand (1,000) votes cast in each individual district if the vote being taken regards the election of the director of that district by the Members of that district. Directors are elected if they receive a plurality with a Quorum.
Section 6. Voting. Each Member shall be entitled to one (1) vote upon each matter submitted to a vote at a Member Meeting. Each Member of a director district shall be entitled to one (1) vote upon each director election for that individual director district, and only Members of a director district may vote in that director district election. Except as otherwise provided in these Bylaws, Members shall be deemed to have approved a matter, or elected a director, if: (1) an appropriate Quorum is present and (2) a majority of the Member Quorum vote in favor of the matter in a Member Meeting, or a plurality of the Quorum in a director election. Except in instances specifically mandated by law or the Articles of Incorporation, a Member may not appoint another individual person ("Member Proxy") to vote on any matter for the Member.
Section 7. Election Service Provider. The Cooperative shall designate an independent election service provider to conduct services as specified in these Bylaws, or otherwise determined by the Board of Directors (the "Election Service Provider").
Section 8. Ballots. At all Member Meetings, or individual district director elections, a Member may vote by ballot. Members may vote their ballot in person at a Member Meeting or, prior to the Member Meeting, may deliver their ballot to the Election Service Provider either in person, by mail, or, when the option is made available to Members, electronically or by any other method authorized by the Board of Directors. All ballots not cast in person at a Member Meeting must be filed for certification with the Cooperative’s Secretary or Election Service Provider no later than eight (8) days before a Member Meeting to be valid at said meeting. Not less than twenty-five (25) days nor more than thirty (30) days prior to a Member Meeting at which a Director Election is to be held, the Secretary shall deliver, either personally or by mail, a ballot to each Member that is eligible to vote that includes (1) Director Districts scheduled for election by Members; (2) names of all Director Candidates and corresponding Director Districts; and (3) any other matters to be voted on by the Members at the Member Meeting.
Section 9. Record Date. The "Record Date" is the date for determining the total number of Members and Members entitled to: (1) sign any petition, request, demand, consent, appointment, or similar document; (2) receive a ballot, notice of a Member Meeting, or similar document; or (3) vote. If a party is not a Member on the Record Date, then the party may not sign a document, receive a document, or vote. The Record Date for voting at a Member Meeting is the date of the Member Meeting; provided, however, the Board of Directors may fix a different Record Date so long as such date is no more than twenty (20) days before the date a ballot, notice, or similar document is due or required.
Section 1. General Powers and Director Districts.
General Powers. The business and affairs of the Cooperative shall be managed by a Board (the "Board of Directors"), consisting of a director (a "Director") from each of the Cooperative’s seven (7) Director Districts (as defined herein), except for such vacancies as are allowed by law or these Bylaws. The Board of Directors shall exercise all of the powers of the Cooperative except such as by law, by the Articles of Incorporation of the Cooperative, or by these Bylaws are conferred upon or reserved to the Members or otherwise delegated to the Chief Executive Officer. The Board of Directors shall have the ability to appoint member advisory committees.
Director Districts. Based upon Memberships, Cooperative growth or other equitable considerations determined by the Board of Directors, the Board of Directors shall divide the general area in which the Cooperative provides Electric Service (the "Service Area") into seven (7) districts that equitably represent the Members (the "Director Districts"). As necessary, based upon equitable considerations determined by the Board of Directors, the Board of Directors may revise the Director District boundaries.
Section 2. Qualifications and Terms of Directors.
Qualifications. To be eligible for election as a Director or to remain a Director a person must meet the following qualifications (collectively, the "Director Qualifications"):
- Be twenty-one (21) years of age or older;
- Have earned a high school diploma from an accredited institution, or obtained state certification through General Educational Development tests (GED), by the date of the Annual Meeting at which the Director is elected;
- Be a United States citizen;
- Be a Member in good standing of the Cooperative, by having met and adhered to the Cooperative’s payment policies in accordance with credit requirements contained in the Cooperative’s Tariff and Business Rules, as amended from time to time, and any other requirements for membership in good standing established by Board resolution;
- While a Director and during the three (3) years immediately prior to becoming a Director, not have been an employee of the cooperative or have a child, spouse, domestic partner, parent, sibling, parent-in-law, stepchild, grandparent, or grandchild who is or has been an employee or Director of the Cooperative;
- Have his or her primary residence receiving continuous electric service from the Cooperative for one year, and be located at the beginning of the calendar year of the election, in the district for which election is sought. Primary residence shall be determined based on factors including, but not limited to, real property rights, homestead exemption, electricity usage patterns, voter registration location, and address on a driver's license;
- Annually complete and sign a conflict-of-interest certification and disclosure form approved by the Board of Directors;
- While a Director and during the three (3) years immediately prior to becoming a Director, not have sought to advance or have advanced the individual's pecuniary interest by competing with the Cooperative or by having a financial interest or relationship that would likely impair the ability of the Director to serve the best interests of the cooperative, if that impairment presents a conflict with the interests of the Cooperative;
- Not be or have been convicted of a misdemeanor involving moral turpitude or a felony pursuant to state or federal laws;
- Not currently be a member of the Qualifications and Elections Committee described herein;
- Not have been previously removed or disqualified as a Director by a Court as provided for under these Bylaws;
- Have the capacity to enter into legally binding contracts;
- Be willing to devote such time and effort to his or her duties as a Director as may be necessary to oversee the Cooperative’s business and affairs including: except as otherwise provided by the Board of Directors for good cause, beginning with election to the Board of Directors, attend at least seventy-five (75) percent of all regular and special called Board Meetings during each period from Annual Meeting to Annual Meeting; and obtain the Credentialed Cooperative Director (CCD) designation from NRECA within the first year after election to the Board; attend state and national association meetings and Director continuing education training as needed to maintain current knowledge and improve awareness of potential risks to the Cooperative;
- Not be employed by another Director, or be employed by an entity over which another Director exercises substantial control;
- Execute and provide the relevant documents, waivers, or other materials reasonably needed to verify satisfaction of these qualifications, including criminal background checks to be performed by the Cooperative. A person subject to this provision shall not be requested or required to provide personal or business tax returns, financial or business records, or non-public, personal details unless legal counsel has justified and certified in writing and the majority of disinterested Qualifications and Elections Committee have determined by record vote that conformity with Director Qualifications cannot be determined without such records. If such certification is made and the records are provided, the Cooperative and its agents shall not publicly disclose such records except with the consent of the person providing them, or in the course of a legal proceeding or as required by law;
- While a Director, act in good faith and represent the best interests of the cooperative as a whole, representing all members on an impartial basis.
Terms. Except as otherwise provided in these Bylaws, a Director’s term is three (3) years and until a successor Director is elected ("Director Term"). Three years shall be measured as the period from the date of the Director’s election at Annual Meeting until the date of the Annual Meeting in the third year after such Director’s election. A Director Term begins immediately upon adjournment of the Member Meeting at which the Director is elected. A Director Term ends immediately upon adjournment of the Member Meeting at which his or her successor is elected. A Director may not serve more than four (4) consecutive full Director Terms ("Term Limit"). The count of consecutive terms shall be reset to zero (0) upon the expiration of three (3) years from the date a Director ended his or her most recent term. Therefore, a Director disqualified under this provision and who is otherwise qualified is eligible to run as a candidate for a term commencing at least three (3) years after completion of the Director’s last term. Nothing in this section shall affect in any manner whatsoever the validity of any action taken at any meeting of the Board of Directors. Subject to Term Limits, any Director may succeed himself or herself.
Section 3. Nominations.
Petition Process. Nominations for Directors may be made by written petition, in the form promulgated by the Cooperative, executed by fifty (50) or more Members with Voting Residence (as defined herein) within the Director District for which the election is being held ("Director Nomination Petition"). Attached to the Director Nomination Petition shall be: biographical information about the person seeking nomination (“Nominee”) in the form specified by the Cooperative; conflict-of-interest certification and disclosure form approved by the Board of Directors, signed by the Nominee, which certification shall be made available to the Membership along with the Nominee’s biographical information; and a written consent executed by Nominee for the release of background information and conflict of interest certification. The Secretary shall make the form for Director Nomination Petitions available at all district offices and on the Cooperative’s website. The written Director Nomination Petitions and all accompanying materials must be delivered to the Secretary at the Cooperative’s principal office not later than (five) 5 p.m. on the last business day at least seventy-five (75) days prior to the Annual Meeting.
Residence for Nomination Purpose. For purposes of signing a Director Nomination Petition, but not for purposes of establishing Primary Residence for eligibility to serve as a Director, a Member shall be deemed to have residence ("Voting Residence") in the Director District in which the Member uses Electric Service. If a Member uses Electric Service in more than one (1) Director District, the Member shall be deemed to have a Voting Residence in the district in which the Member first used, and continues to use, Electric Service. However, a Member who uses Electric Service in more than one (1) Director District may designate a Voting Residence other than the district where the Member first used Electric Service. Any such designation must be in writing and submitted to the Cooperative.
Qualifications and Elections Review Committee.
- At least ninety (90) days before any Member Meeting where an election will be held, the Board of Directors shall, appoint, by resolution, a qualifications and election review committee (“Qualifications and Elections Committee”) consisting of no less than three (3) nor more than seven (7) members who are not existing Cooperative officers, employees, Directors or known candidates for Directors, or close relatives or members of the same household thereof. The Qualifications and Elections Committee shall elect its own chairman and secretary, and shall be dissolved without further action required at the conclusion of the fifth day following the Member Meeting for which the Qualifications and Elections Committee was appointed, or upon the conclusion of any business before the Qualifications and Elections Committee, whichever is later. The Board may set compensation, reimbursement, allowances for telephonic meetings, and any other terms for the Qualifications and Elections Committee not otherwise specified by these Bylaws.
- It shall be the responsibility of the Qualifications and Elections Committee to verify the qualifications of Director Nominees.
- In the exercise of its responsibility, the Qualifications and Elections Committee shall have available to it the assistance of staff and the advice of legal counsel provided by the Cooperative, and shall be subject to the limits of Article III, Sec. 2 (o) of these Bylaws.
- The Qualifications and Elections Committee’s decisions (as reflected by a majority of those actually present and voting) on all matters covered by this Section shall be final.
- In all matters, the Qualifications and Elections Committee shall assume the truth of matters asserted by Director Nominees, and act accordingly, unless the Committee has identified a reasonable and specific basis for acting otherwise.
Section 4. Election of Directors. The Secretary shall have the names of Director Candidates printed on ballots that shall be used at the Member Meeting at which a Director Election is to be held. The Director District of each Director Candidate shall be printed beside his or her name. All Directors shall be elected by ballot ("Director Election"). The Director Candidate for each directorship receiving the highest number of votes shall be elected. In the event of a tie, the Director shall be determined by a drawing by lot to be conducted by the Election Service Provider.
In the event of a tie in a Director Election, in conducting a drawing by lot, a representative of the Election Service Provider will place in a box as many slips of paper as there are nominees in the tie, with a single slip marked "elected" and the remaining slips marked "not elected." In alphabetical order by last name, each of the Director Candidates in the tie shall blindly draw one (1) slip from the box. The Director Candidate drawing the slip marked "elected" shall be elected to the directorship in question.
Section 5. Director Disqualification and Removal Processes
Director Disqualification. If a Director does not comply with any Director Qualification in effect at the time of his or her most recent qualification to be placed on the ballot for election or reelection, then, except as otherwise provided by the Board of Directors for good cause, the Board of Directors may vote to request that the Director resign his or her position as a Director, or face a Court Action to remove the Director based on unmet Director Qualifications. Prior to any such vote, the Board of Directors shall notify the Director in writing of the basis for their request, and provide the Director an opportunity to comment regarding that request. The Director so notified shall have thirty (30) days after the Board of Directors requests his or her resignation to resign or comply with or otherwise meet the Director Qualification. If, thereafter, the remainder of Directors determines by at least two thirds (2/3) vote that the Director in question has refused to resign and is not qualified to serve as a Director, the remainder of Directors may further direct, by at least a two thirds (2/3) vote, that the Cooperative file a lawsuit to remove the Director in the state District Court of Blanco County, or any court of relevant jurisdiction. If such a lawsuit is filed, upon the Court’s finding that a Director is not qualified, the Director shall be removed from office, and that Director’s seat shall be treated as a Vacancy under these Bylaws. Such action does not affect the validity of any previous action by the Board of Directors.
Director Removal by Court Action. If any Director is found by vote of at least two thirds (2/3) of other Directors to have breached a fiduciary duty or other legal duty of the Director to the Cooperative, and it is further found that the breach was or could be materially injurious to the Cooperative (a "Breach of Duty"), that the Board of Directors may direct the Cooperative to file suit against the offending Director to remove that Director from office in the state District Court of Blanco County, or any court of relevant jurisdiction. The lawsuit against a Director may be for an act or omission in the Director’s capacity as a Director, except that this Section does not eliminate or limit the liability of a Director for (a) a breach of the Director’s fiduciary duty to the Cooperative or its Members; (b) an act or omission not in good faith or that involves intentional misconduct or knowing violation of the law; (c) a transaction from which a Director received an improper benefit, whether or not the benefit resulted from an action taken within the scope of the Director’s office; (d)an act or omission for which the liability of the Director is expressly provided for by statute; or (e) an act related to an unlawful distribution to Members. If such a lawsuit is filed, upon the Court's finding that a Breach of Duty occurred a Director shall be removed from office, and that Director's seat shall be treated as a Vacancy under these Bylaws. Such action does not affect the validity of any previous action by the Board of Directors.
Director Removal by Members. A Director may be removed for cause at any time by the Members pursuant to the procedures specified in this Section. Any Member may bring charges, specifying the causes for removal against a Director, by filing such charges in writing with the Secretary together with a petition signed by ten (10) percent of all Members requesting the removal of the Director in question ("Removal Petition"). The Removal Petition shall contain the specific charges of misconduct. The Removal Petition shall be heard and voted upon at the next Member Meeting. The affirmative vote of ten (10) percent of all Members is required to effect such removal. The Director against whom such charges have been brought shall be informed in writing of the charges at least thirty (30) days prior to the Member Meeting. That Director shall have an opportunity at the Member Meeting to be heard in person or by counsel and to present evidence, and the person or persons bringing the charges against him will have the same opportunity. If the removal of more than one Director is sought, a separate vote shall be taken as to each Director. The term "for cause" as used in this Section is defined as malfeasance in office-- that is, the commission of an act which is knowingly unlawful and which affects, interrupts or interferes with the performance of official duties, or which constitutes a gross abuse of office amounting to a breach of trust.
Section 6. Vacancies
If one or more vacancy occurs on the Board of Directors, (“Vacancy”), the Board of Directors shall address the Vacancy by any of the following methods:
- If there is just one (1) Vacancy, the Board of Directors may leave that seat unfilled until the next Annual Meeting, at which time the Members will elect a Director to fill the unexpired term of the Director’s predecessor; or,
- The Board of Directors may call a Special Meeting to conduct a Director Election to fill the unexpired term of the Director whose departure led to each Vacancy; or,
- The Board of Directors may appoint a committee consisting of from three (3) to seven (7) Members, each with a Voting Residence in a different Director District ("Search Committee"). No Search Committee Member may be an existing Director or a Close Relative of an existing Director or the Director whose departure created the vacancy. The Search Committee shall accept Director Nomination Petitions as defined in these Bylaws, on a schedule and with a signature requirement as determined by the Board, in no case to exceed the number of signatures required for a Director Candidate in an election. If no such petitions are received for any seat, or if no Nominee submitting a petition meets the Director Qualifications, the Search Committee shall attempt to identify at least one (1) and preferably more than one (1) individual who is qualified and willing to fill that Vacancy (“Committee Nominee”), and is not a member of the Search Committee. The Search Committee shall review all Nominee and Committee Nominee Director Qualifications, including primary residence, and present to the Board of Directors a list of those persons qualified for appointment to fill each Vacancy. The Board of Directors shall then appoint a Nominee or Committee Nominee to fill a Vacancy until the next Annual Meeting, at which time the Members shall elect a Director to serve the unexpired term of the Director whose departure created the Vacancy. If a Search Committee fails to present a Nominee or Committee Nominee for any seat, or if the Board fails to appoint or call a Special Meeting and Director Election fill a Vacancy, the Vacancy shall remain unfilled until the next Annual Meeting, at which time the Members shall elect a Director to fill each Vacancy for the unexpired term of the Director whose departure led to each Vacancy.
Catastrophic Loss of Directors. The loss of a majority of Directors arising from an event of natural or human origin shall be deemed a catastrophic loss of Directors. In the event of a catastrophic loss of Directors, the remaining Directors shall appoint, within one hundred twenty (120) days, individuals qualified to serve as a Director pursuant to Section 6 hereof from each of the Districts which suffered a loss of a Director, keeping in mind the principle of equitable geographic representation. Directors so appointed shall serve until the next Annual Meeting, at which time all Board positions so appointed under this Section shall stand for election under the same terms as their respective, deceased predecessors. In the event of a catastrophic loss wherein two (2) or fewer Directors remain, the remaining Directors, or if no Director survives, , the highest-ranking Cooperative employee, shall call a Special Member Meeting within one hundred twenty (120) days of the occurrence of the vacancy to elect the applicable number of Directors to fill the vacant positions in accordance with all provisions of the Bylaws wherein these specially elected Directors) shall serve until the next regularly scheduled Annual Meeting, at which time all appointed positions shall stand for election to the same terms as their respective deceased predecessors.
Quorum and Procedures During Catastrophe. In the event of a catastrophic loss as defined above, the traditional quorum requirements are simplified and expedited temporary election procedures may be adopted pending the installation of new Directors, in order to allow the Cooperative to conduct business. All actions of the Cooperative during this time period shall stand for ratification at the next Board meeting wherein a traditional quorum is present.
Section 7. Compensation. By resolution of the Board of Directors, a fixed sum and reasonable expenses of attendance may be allowed for attendance at each Regular Board Meeting, Special Board Meeting or Member Meeting and for attendance at each committee meeting. By resolution of the Board of Directors, Directors may be allowed a monthly fee and reasonable expenses, which shall not be a salary, for performance of other Board duties.
Section 8. Limiting Liability of Directors; Indemnification
- To the fullest extent permitted by the laws of the State of Texas, a Director, manager, officer, employee or person appointed to a Committee under these Bylaws of the Cooperative (“Indemnitee”) shall not be liable to the Cooperative or its Members for monetary damages for an act or omission in that person’s performance of functions for the Cooperative, except that this Section does eliminate or limit the liability of an Indemnitee for (a) a breach of an Indemnities’ duty of loyalty to the Cooperative or its Members, if any; (b) an act or omission not in good faith or that involves intentional misconduct or knowing violation of law; (c) a transaction from which an Indemnitee received an improper benefit, whether or not the benefit resulted from an action taken within the scope of the Indemnitee’s performance of functions for the Cooperative; (d) an act or omission for which the liability of the Indemnitee is expressly provided for by statute; or (e) an act related to an unlawful distribution to Members.
- The Cooperative shall indemnify an Indemnitee against the claims of third parties against the Indemnitee for acts done in good faith in the capacity that established the person’s status as an Indemnitee, and shall advance or reimburse his or her expenses of defending such claims, to the fullest extent permitted by the laws of the State of Texas.
Section 9. Subsequent Relationship with the Cooperative. A Director may not be compensated by the Cooperative for employment or otherwise engage in a contractual relationship with the Cooperative for a period of five (5) years after the last day served as a Director.
Section 10. Rules and Regulations. The Board of Directors shall have the power to make and adopt such rules and regulations, not inconsistent with law, the Articles of Incorporation of the Cooperative or these Bylaws, as it may deem advisable for the management, administration and regulation of the business affairs of the Cooperative.
Section 11. Accounting System and Reports. The Board of Directors shall cause to be established and maintained a complete accounting system which, among other things, subject to applicable laws and rules and regulations of any regulatory body, shall conform to such accounting system as may from time to time be designated by the Public Utility Commission of Texas. Financial statements of the Cooperative shall be examined monthly by the Board of Directors at Regular Board Meetings. The Board of Directors shall also after the close of each fiscal year cause to be made a full and complete audit of the accounts, books and financial condition of the Cooperative as of the end of such fiscal year by an independent certified public accountant.
Section 12. Change in Rates. Any change in rates, Business Rules, or Tariff charged by the Cooperative must be approved by the Board of Directors.
Section 1. Regular Board Meetings. A regular meeting of the Board of Directors shall be held on the third Monday of each month at the E. Babe Smith Headquarters Building of the Cooperative in Blanco County, Texas, unless another meeting location, time and/or date is set by the Board of Directors ("Regular Board Meeting").
Section 2. Special Board Meetings. Special meetings of the Board of Directors ("Special Board Meetings") may be called by the President or any four (4) Directors. The person or persons authorized to call a Special Board Meeting may fix the time and place for the holding of any Special Board Meeting called by them.
Section 3. Telephonic or Electronic Participation in Board Meetings. For good cause and with approval of the Board of Directors, a Regular Board Meeting or Special Board Meeting (each a "Board Meeting") may be conducted with Directors participating but not physically present but deemed present in person through a means of communication by which all Directors participating in the Board Meeting may simultaneously hear, reasonably and verifiably identify themselves, and generally simultaneously and instantaneously communicate with each other during the Board Meeting. Directors that are not physically present may deliberate and vote on the question of approving telephonic or electronic participation. A vote to approve telephonic or electronic participation in any Board Meeting is exempt from the notice requirements herein specified. Such Board Meeting shall be compliant with the Cooperative’s Open Meetings Policy, and Members shall have the opportunity to monitor the Board Meeting electronically or in person. A Director may be compensated for a Board Meeting at which that Director participated but was not physically present only with Board approval.
Section 4. Notice. Notice of the time, place and purpose of any Regular Board Meeting shall be given at least seventy-two (72) hours previous thereto, by written notice, delivered personally, electronically, or by mail, to each Director at the Director’s 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. Meeting notices and agendas will be posted on the Cooperative’s website at least seventy-two (72) hours before each Regular Board Meeting. In an emergency or when there is an urgent necessity, the notice of a Board Meeting or the supplemental notice of a subject added as an item to the agenda for a Board Meeting for which notice has been posted in accordance with this Section is sufficient if it is posted for at least two hours before the Board Meeting is convened. An emergency or an urgent necessity exists only if immediate action is required because of a reasonably unforeseeable situation. The Board of Directors shall clearly identify the emergency or urgent necessity in the notice or supplemental notice under this Section.
Section 5. Board Quorum. Four (4) or more directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, except in the case when four (4) or more vacancies exist on the Board, in which case a majority of the Board shall constitute a quorum ("Board Quorum").
Section 6. Executive Committees of the Board of Directors. Notwithstanding the quorum requirements set forth in Article IV, Section 5, two-thirds of the then current members of the Board, pursuant to Texas Utilities Code 161.077, may elect from among its members one or more executive committees, which shall be composed of at least three (3) of the Directors, and may designate one or more of the Directors as alternate members of such executive committees, who may, subject to any limitations imposed by the Board, replace absent or disqualified members at any meeting of such executive committees. Such executive committees may exercise the authority of the Board to the extent provided in the resolutions electing the executive committees, except where action of the Board is required by applicable law or by the Articles of Incorporation. Any member of such executive committees may be removed, for or without cause, by the vote of two-thirds of the then current Directors. If any vacancy or vacancies occur in the executive committees, the vacancy or vacancies shall be filled by the Board.
Section 1. Board Officers. The officers of the Board of Directors of the Cooperative shall be a President, Vice President, Secretary and Treasurer ("Officers"). The offices of Secretary and Treasurer may be held by the same person.
Section 2. Election and Term of Office. The Officers shall be elected annually by and from the Board of Directors at the first regular meeting of the Board of Directors, or first special meeting of the Board of Directors called for that purpose, held after a Member Meeting at which Directors were elected. Unless removed from office under Section 3 below, each Officer shall hold office until a successor shall have been duly elected. An Officer may hold the same office for no more than two (2) consecutive annual terms.
Section 3. Removal. The Board of Directors may remove an Officer elected by the Board of Directors by an affirmative vote of four (4) or more Directors whenever in its judgment the best interests of the Cooperative will be served.
Section 4. Officer Vacancies. Any vacant Officer position shall be filled by a Director selected by a majority of the Board at the earliest possible date.
Section 5. President. The President shall be the principal executive officer of the Board and shall preside at all Member Meetings and of the Board of Directors; sign any deeds, mortgages, deeds of trust, notes, bonds, contracts or other instruments authorized by the Board of Directors to be executed, except in cases in which the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer of the Cooperative, or shall be required by law to be otherwise signed or executed; and in general, perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
Section 6. Vice President. The Vice President shall, in the absence of the President, or in the event of the President’s inability or refusal to act, perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President and shall perform such other duties as from time to time may be assigned by the Board of Directors.
Section 7. Secretary. The Secretary shall: be responsible for minutes of meetings of the Members and the Board of Directors; be responsible for authenticating the Cooperative’s records; and in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the Board of Directors.
Section 8. Treasurer. The Treasurer shall in general, perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the Board of Directors.
Section 9. Chief Executive Officer. The Board of Directors shall select a manager who shall perform the duties of chief executive officer of the Cooperative ("Chief Executive Officer").
Section 10. Bonds. The Cooperative may purchase a bond covering an officer or employee.
Section 1. Contracts. Except as otherwise provided in these Bylaws, the Board of Directors may authorize any Director, the Chief Executive Officer, or any other officer or officers 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 instances.
Section 2. Checks, Drafts. All checks, drafts or other orders for the payment of money, and all notes, bonds or other evidences of indebtedness issued in the name of the Cooperative shall be signed by such officer or officers, employee or employees of the Cooperative and in such manner as shall from time to time be determined by resolution of the Board of Directors.
Section 1. Interest or Dividends on Capital Prohibited. An electric cooperative shall operate without profit to its Members and on a cooperative basis for mutual benefit of all Members. No interest or dividends shall be paid or payable by the Cooperative on any capital furnished by its Members.
Section 2. Patronage Capital in Connection with Furnishing Electric Service or Other Services. In the furnishing of Electric Service, energy or other services, the Cooperative’s operations shall be so conducted that all Members will through their patronage furnish Patronage Capital for the Cooperative. In order to induce patronage and to assure that the Cooperative will operate on a nonprofit basis, the Cooperative is obligated to account on a patronage basis to all Members for all amounts received and receivable from the furnishing of Electric Service, energy or other services in excess of operating costs and expenses properly chargeable against the furnishing of such services. All such amounts in excess of operating costs and expenses are received with the understanding that they are furnished as capital. The Cooperative is obligated to record and maintain all capital accounts for each Member of such amounts. The books and records of the Cooperative shall be maintained in such a manner that at the end of each fiscal year the amount of capital, if any, so furnished is clearly reflected and recorded to the capital account of each Member, and the Cooperative shall, within a reasonable time after the close of the fiscal year, make available upon request a report as to the amount of capital so credited. All such amounts credited to the capital account of a Member shall have the same status as though they had been paid to the Member in pursuance of a legal obligation and the Member had then furnished the Cooperative corresponding amounts for capital.
If the Board of Directors determines that the financial condition of the Cooperative will not be impaired thereby, the capital then credited to Members’ accounts may be retired in full or in part. The Board of Directors shall determine the method, basis, priority, and order of retirement, if any, for all amounts furnished as 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 and paid without priority on a pro-rata basis before any payments are made on account of property rights of Members. If, at any time prior to dissolution or liquidation, the Board of Directors shall determine that the financial condition of the Cooperative will not be impaired thereby, the capital then credited to Members’ accounts may be retired and paid in full or in part.
Regardless of a statute of limitation or other time limitation, the Cooperative may recoup, offset, or setoff an amount owed to the Cooperative by the Member or former Member, including any compounded interest and late payment fee, by reducing the amount of Patronage Capital to be repaid to the Member or former Member by the amount owed to the Cooperative.
As determined by the Board, before the time the Cooperative anticipates normally retiring and paying Patronage Capital, the Cooperative may retire some or all Patronage Capital and pay the net present value of the retired Patronage Capital. If the Cooperative retires and pays the net present value of Patronage Capital to a Member or former Member before the time the Cooperative anticipates normally retiring and paying the Patronage Capital, then the residual amount of Patronage Capital retained by the Cooperative after discounting shall be classified as permanent equity and not distributed to the Member(s), unless upon dissolution of the Cooperative.
Section 3. Carry Over of Losses to Future Years. No allocations will be made to Members’ accounts should the annual determination demonstrate that amounts received from the furnishing of electric or other services were less than operating expenses properly chargeable against the furnishing of such services. The amount by which such expenses exceed such revenues in any annual determination shall be carried forward to the next fiscal year and be used as expenses in the determination of the amount of Patronage Capital assignable to individual Members’ accounts for that year.
Any Member or Director may waive any notice required to be given by these Bylaws, and attendance at any meeting shall constitute waiver of notice of that meeting, unless the person in attendance notifies the presiding officer before the meeting begins that no such waiver is intended.
Section 1. Board Approval. The Cooperative may, by a vote of five (5) or more Directors, sell, mortgage, lease or otherwise dispose of or encumber all or substantially all of its property.
The Board may not approve the dissolution or any sale of all or substantially all of the Cooperative’s assets ("Dissolution or Sale") on terms that would benefit any Director more than any similarly situated non-Director Member. The Board of Directors may not disqualify a Director for lawfully opposing a Dissolution or Sale.
Section 2. Membership Approval. The Cooperative may not dissolve the Cooperative or sell or transfer all or substantially all of its assets without the approval of two-thirds (2/3) of all Members of the Cooperative either in person or by Member Proxy.
Section 3. Delegated Approval for Certain Property. The Cooperative may sell, donate, or otherwise dispose of any of its property that is no longer useful, necessary, desirable, profitable, or advantageous in the conduct of the business of the Cooperative.
The fiscal year of the Cooperative shall begin on the first day of January of each year and end on the thirty-first day of December of the same year.
These Bylaws may be amended or repealed by not less than the affirmative vote of five (5) Directors at any Board Meeting.
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These rules will not relieve in any way the Cooperative or member from any of its duties under the laws of the State of Texas or the United States. If any provision of these rules is held invalid, such invalidity should not affect other provisions or applications of these rules that can be given effect without the invalid provision or application, and to this end, the provisions are declared to be severable. The purpose of the rules is to establish minimum member service standards the Cooperative will follow in providing electric service. The Cooperative may make exceptions to these rules for good cause, including for natural disasters or other declared emergencies as described herein.
Statement of Nondiscrimination
Pedernales Electric Cooperative, Inc., shall not discriminate on the basis of race, color, nationality, religion, sex, marital status, disability, income level or source of income and shall not unreasonably discriminate based on geographic location.
The following words and terms should have the following meanings, unless the context clearly indicates otherwise:
(1) Applicant — A person who applies for service.
(2) Commission — The Public Utility Commission of Texas.
(3) Cooperative corporation — The Cooperative corporation organized and operating under the Electric Cooperative Corporation Act, Texas Utilities Code Annotated, Chapter 161, or a predecessor statute to Chapter 161 and operating under that chapter.
(4) Days — Unless the context clearly indicates otherwise, the term “days” should refer to calendar days.
(5) Electric utility —
- A person or river authority that owns or operates for compensation in the State of Texas equipment or facilities to produce, generate, transmit, distribute, sell or furnish electricity in the State of Texas. The term includes a lessee, trustee or receiver of an electric utility and a recreational vehicle park owner who does not comply with Texas Utilities Code, Subchapter C, Chapter 184, with regard to the metered sale of electricity at the recreational vehicle park. The term does not include:
- A municipal corporation
- A qualifying facility
- A power generation company
- An exempt wholesale generator
- A power marketer
- A corporation described by the Public Utility Regulatory Act §32.053 to the extent the corporation sells electricity exclusively at wholesale and not to the ultimate member
- An electric cooperative
- A retail electric provider
- The State of Texas or an agency of the state, or
- A person not otherwise an electric utility who:
- Furnishes an electric service or commodity only to itself, its employees or its tenants as an incident of employment or tenancy, if that service or commodity is not resold to or used by others.
- Owns or operates in the State of Texas equipment or facilities to produce, generate, transmit, distribute, sell or furnish electric energy to an electric utility, if the equipment or facilities are used primarily to produce and generate electric energy for consumption by that person; or.
- Owns or operates in the State of Texas a recreational vehicle park that provides metered electric service in accordance with Texas Utilities Code, Subchapter C, Chapter 184.
- With respect to transmission service and ancillary service, the term includes municipally owned utilities and river authorities that are not otherwise subject to the commission's rate setting authority.
(6) Essential Services — Members whose operations are essential to the safety, health and welfare of the community; including but not limited to hospitals, police stations, fire stations, critical water, wastewater, and communications facilities.
(7) Facilities — All the plant and equipment of the Cooperative, including all tangible and intangible real and personal property without limitation, and any and all means and instrumentalities in any manner owned, operated, leased, licensed, used, controlled, furnished, or supplied for, by, or in connection with the business of the Cooperative, including any construction work in progress.
(8) License — The whole or part of any commission permit, certificate, approval, registration, or similar form of permission required by law.
(9) Member — Any person, firm, corporation or body politic that has applied for service and has paid the Cooperative's membership fee.
(10) Member class — A group of members with similar electric use service characteristics (e.g., residential, commercial, industrial) taking service under one or more rate schedules.
(11) Municipality — A city, incorporated village, or town, existing, created, or organized under the general, home rule, or special laws of the state.
(12) Payment arrangements — A payment arrangement is any agreement between the Cooperative and a member that allows a member to pay the outstanding bill after its due date but before the due date of the next bill.
(13) Person — Any legal or natural person.
(14) Power marketer — A person who becomes an owner of electric energy in the State of Texas for the purpose of selling the electric energy at wholesale; does not own generation, transmission, or distribution facilities in this state; does not have a certificated service area; and who is in compliance with the registration requirements of the Commission.
(15) Premises — A tract of land or real estate including buildings and other appurtenances thereon.
(16) Public Utility Regulatory Act (PURA) — The enabling statute for the Commission of Texas, located in the Texas Utilities Code Annotated, §§11.001 et.seq.
(17) Qualifying cogenerator — The meaning as assigned this term by 16 U.S.C. §796(18) (C).
(18) Qualifying facility — A qualifying co-generator or qualifying small power producer.
(19) Qualifying small power producer — The meaning as assigned this term by 16 U.S.C. §796(17) (D).
(20) Rate — Includes:
- Any compensation, tariff, charge, fare, toll, rental, or classification that is directly or indirectly demanded, observed, charged, or collected by the Cooperative for a service, product, or commodity described in the definition of electric utility in this section; and
- A rule, practice, or contract affecting the compensation, tariff, charge, fare, toll, rental, or classification.
(21) Regulatory authority — In accordance with the context where it is found, either the Commission, the governing body of a municipality, or Board of Directors of the Cooperative.
(22) Rule — A statement of general applicability that implements, interprets, or prescribes law or policy, or describes the procedure or practice requirements of the regulatory authority. The term includes the amendment or repeal of a prior rule, but does not include statements concerning only the internal management or organization of the regulatory authority and not affecting private rights or procedures.
(23) Service — The term includes any act performed, anything supplied, and any facilities used or supplied by the Cooperative in the performance of its duties.
(24) Tariff — The schedule of the Cooperative containing all rates and charges stated separately by type of service and the rules and regulations of the Cooperative.
(25) Tenant — A person who is entitled to occupy a dwelling unit to the exclusion of others and who is
obligated to pay for the occupancy under a written or oral rental agreement.
The Cooperative should initiate service to each qualified member or applicant for service as described in the Tariff
within its certificated area in accordance with this section.
- The member or applicant grants the Cooperative easement rights and acquires all necessary easements from adjacent landowners on a form acceptable to the Cooperative for its facilities. All costs and expenses, if any, related to the acquisition of easements to serve the member or applicant shall be the responsibility of the member or applicant, including the Cooperative's costs and expenses if the Cooperative participates in the acquisition of the easements through condemnation proceedings.
- Applications for new electric service not involving line extensions or construction of new facilities should be connected within two working days after the member or applicant has met the credit requirements as referenced in the rule herein entitled Credit Requirements and complied with all applicable state and municipal regulations.
- The Cooperative may require a member or applicant requesting service to satisfactorily establish credit as referenced in the rule herein entitled Credit Requirements, but such establishment of credit should not relieve the member from complying with rules for prompt payment of bills.
- Requests for new service requiring construction, such as line extensions, should be completed within 90 days, unless delayed by a cause beyond the reasonable control of the Cooperative, or a time period agreed to by the member or applicant and the Cooperative; and if the member or applicant has met the credit requirements or has made satisfactory payment arrangements for construction charges, and has complied with all applicable state and municipal regulations.
- If facilities must be constructed, the Cooperative should contact the member or applicant and give the member or applicant an estimated completion date and an estimated cost for all charges to be incurred by the member or applicant.
- The Cooperative should explain any construction cost options such as sharing of construction costs between the Cooperative and the member or applicant following the assessment of necessary line work.
- Each individual residential unit in apartment complexes, condominiums, etc., will be separately metered, and shall be subject to all related provisions and fees of the Tariff and the Business Rules.
- Acceptable reasons to refuse service — The Cooperative may refuse to serve an applicant or member for any of the reasons identified below.
- Applicant's facilities inadequate — The applicant's or member's installation or equipment is known to be hazardous or of such character that satisfactory service cannot be given, or the applicant's facilities do not comply with all applicable state and municipal regulations.
- Violation of the Cooperative's tariffs — The applicant or member fails to comply with the Cooperative's tariffs pertaining to operation of nonstandard equipment or unauthorized attachments which interfere with the service of others. The Cooperative should provide the applicant notice of such refusal and afford the applicant a reasonable amount of time to comply with the Cooperative's tariffs.
- Intent to deceive — The applicant or member applies for service at a location where another member received, or continues to receive, service and the Cooperative bill is unpaid at that location, and the Cooperative can prove the change in identity is made in an attempt to help the other member avoid or evade payment of the Cooperative bill. An applicant or member may request a supervisory review as referenced in the rule entitled Complaints if the Cooperative determines that the applicant or member intends to deceive the Cooperative and refuses to provide service.
- For indebtedness — The applicant or member owes a debt to the Cooperative for the same kind of service as that being requested.
- Refusal to pay a deposit. Refusing to pay a deposit if applicant or member is required to do so under the Credit Requirements.
- Refusal to pay guaranteed amount. Refusing to pay guaranteed amount if member is required to do so under the Credit Requirements.
- Applicant's or member's recourse — If the Cooperative has refused to serve an applicant or member, the Cooperative will inform the applicant of the reason for its refusal and the applicant may file a complaint as referenced in the rule entitled Complaints.
- Insufficient grounds for refusal to serve — The following are not sufficient cause for refusal of service to an applicant:
- Delinquency in payment for service by a previous occupant of the premises to be served; or
- Failure to pay the bill of another member at the same address except where the change in identity is made to avoid or evade payment of the Cooperative bill.
- Credit requirements for permanent residential applicants and members
- The Cooperative will require an applicant for residential service or an existing residential member to establish and maintain satisfactory credit as a condition of providing service.
- Establishment of credit shall not relieve any member from complying with the Cooperative's requirements for prompt payment of bills.
- The credit worthiness of spouses established during shared service in the 12 months prior to their divorce will be equally applied to both spouses for 12 months immediately after their divorce.
- An applicant for residential service or an existing residential member can establish satisfactory credit by:
- Clearing any unpaid or delinquent balances prior to re-establishing service with the Cooperative; and
- Meeting and adhering to the Cooperative's payment policies and/or payment plan such that:
- during the most recent 12 consecutive months of service the member is not late in paying a bill more than once;
- the member does not have service disconnected for nonpayment; and
- the member does not have more than one returned check.
- As an applicant, having been a customer of any electric service provider for the same kind of service within the last two years and not having been delinquent more than once in payment of any such electric utility service account in the most recent 12 consecutive months of service and evidenced by a letter of credit history from the applicant's previous electric service provider.
- As an applicant, having a credit risk assessment conducted by the Cooperative or on its behalf and receiving a satisfactory credit risk assessment.
- If satisfactory credit cannot be established by the residential member using these criteria, the member may be required to pay a deposit pursuant to this section.
- Credit requirements for non-residential applicants or members — For non-residential service, if an applicant's or existing member's credit has not been demonstrated satisfactorily to the Cooperative, the applicant or member may be required to pay a deposit in an amount not to exceed one-sixth of the annual estimated bill. Satisfactory credit may be demonstrated by (a) an applicant or member for a period of 24 consecutive non-residential billings without having service disconnected for nonpayment of a bill and without having been delinquent in the payment of bills more than once or (b) as an applicant, having been a customer of any electric service provider for the same kind of service within the last two years and not having been delinquent more than once in payment of any such electric utility service account in the most recent 24 consecutive months of service and evidenced either by a satisfactory letter of credit history from the applicant's previous electric service provider or by a satisfactory credit risk assessment conducted by the Cooperative or on its behalf.
- Deposits and Guarantee Agreements.
- (1) An applicant, who has not previously received service from the Cooperative, will be required to pay
- a fixed deposit in the amount of $150 for residential service or $300 for non-residential service in the event the applicant fails to provide complete, accurate and verifiable identification information when requested by the Cooperative when applying for electric service; or
- a fixed deposit in the amount of either $75 or $150 for residential service or $300 for non-residential service in the event the applicant fails to either provide a satisfactory letter of credit history from its previous electric service provider or receive a satisfactory credit risk assessment conducted by the Cooperative or on its behalf. The amount of the deposit due will be based on a credit risk assessment.
(2) An existing member when applying for additional electric service, will be required to pay
- a fixed deposit in the amount of $150 for residential service or $300 for non-residential service, in the event the existing member fails to provide complete, accurate and verifiable identification information when requested by the Cooperative; or
- a fixed deposit in the amount of either $75 or $150 for residential service or $300 for non-residential service in the event the member failed to satisfactorily demonstrate to the Cooperative the member's creditworthiness or otherwise demonstrated a previous history of neglect to fulfill membership obligations, such as (but not limited to) paying a bill late more than once during the most recent 12 consecutive months of service, service disconnection for nonpayment, failure to meet obligations under a deferred payment agreement, return of a check for insufficient funds, theft of service, meter tampering, safety code violations or fraud. The amount of the deposit due will be based on a credit risk assessment.
- If the member applying for additional electric service has less than 12 consecutive months of service, that member may provide a satisfactory letter of credit history from its previous electric service provider or have a credit risk assessment conducted by the Cooperative or on its behalf and receive a satisfactory credit risk assessment.
(3) An applicant, who previously had service with the Cooperative, or an existing member, each of whom failed to satisfactorily demonstrate to the Cooperative creditworthiness or otherwise demonstrated a previous history of neglect to fulfill membership obligations may be required to pay a deposit (a) in the amount of either $75 or $150 for residential service (the amount of the deposit due will be based on a credit risk assessment) or $300 for non-residential service or (b) in an amount not to exceed one-sixth of the annual estimated bill in the event the applicant or member fails to provide complete, accurate and verifiable identification information when requested by the Cooperative.
- If the applicant or existing member already has paid a fixed deposit, the applicant or member may be required to pay an additional deposit up to a total deposit amount not to exceed one-sixth of the annual estimated bill.
- Notwithstanding the foregoing, if the applicant or existing member has been determined to be a victim of family violence as defined in the Texas Family Code Section 71.004, such person will not be required to pay either an initial or additional deposit when establishing new service. This determination shall be evidenced by submission to the Cooperative of a certification letter developed by the Texas Council on Family Violence within 10 business days of the application for service. This waiver in Section 400.3(C) shall only be applied towards an initial or additional deposit for a single location for the applicant or existing member unless another certification letter is later provided. Any reconnections after nonpayment will be subject to payment of the past due balance, reconnection fee, deposits and any other fees required.
- The Cooperative may refuse to provide service to an applicant or member if the requested deposit is not paid at the initiation of service. The Cooperative may also refuse to reconnect service to an existing member if the requested deposit is not paid upon request.
- Guarantees of residential member accounts.
- A guarantee agreement between the Cooperative and a guarantor with satisfactory credit must be in writing and shall be for no more than the amount of the initial deposit the Cooperative would require on the applicant's account pursuant to subsection (A) of this section. The amount of the guarantee shall be clearly indicated in the signed agreement. A guarantor can establish satisfactory credit by meeting and adhering to the Cooperative's payment policies and/or payment plan such that: (i) during the most recent 12 consecutive months of service the guarantor is not late in paying a bill more than once, (ii) the guarantor does not have service disconnected for nonpayment; and (iii) the guarantor does not have more than one returned check.
- The guarantee shall be voided and returned to the guarantor according to the provisions of Section 400.08.
- Upon default by a residential member the guarantor of that member's account shall be responsible for the unpaid balance of the account only up to the amount agreed to in the written agreement.
- The Cooperative shall provide written notification to the guarantor of the member's default, the amount owed by the guarantor, and the due date for the amount owed.
- The Cooperative shall provide the guarantor a bill which will include the payment due date which will not be less than 16 days after issuance.
- The Cooperative may transfer the amount owed on the defaulted account to the guarantor's own service bill provided the guaranteed amount owed is identified separately on the guarantor's bill.
- The Cooperative may disconnect service to the guarantor for nonpayment of the guaranteed amount only if the disconnection was included in the terms of the written agreement, and only after proper notice as described by subsection (D) of this subsection.
- Deposits for temporary or seasonal service and for weekend residences. The Cooperative will require a deposit sufficient to reasonably protect it against the assumed risk for temporary or seasonal service or weekend residences, as long as the policy is applied in a uniform and nondiscriminatory manner. These deposits shall be returned according to guidelines set out in Paragraph 8.
- Amount of deposit. The total of all deposits from a member or applicant for service shall not exceed one-sixth of the estimated annual billing; provided however, that for those members or applicants subject to the fixed deposit amount described in Section 3. above, the amount of the deposit shall not be less than the amount of those fixed deposits.
- Interest on deposits. The Cooperative shall pay interest on any required deposits at an annual rate at least equal to that set by the Public Utility Commission of Texas on December 1 of the preceding year, pursuant to Texas Utilities Code §183.003 (Vernon 1998) (relating to Rate of Interest). If a deposit is refunded payment of interest shall be made retroactive to the date of deposit.(Effective Sept. 1, 2012)
- Payment of the interest to the member shall be made annually or at the time the deposit is returned or credited to the member's account.
- The deposit shall cease to draw interest on the date it is returned or credited to the member's account.
- Records of deposits.
- The Cooperative shall keep records to show:
- the name and address of each depositor;
- the amount and date of the deposit; and
- each transaction concerning the deposit.
- The Cooperative shall issue a receipt of deposit to each applicant or member paying a deposit and shall provide means for a depositor to establish a claim if the receipt is lost.
- The Cooperative shall maintain a record of each unclaimed deposit for at least four years.
- The Cooperative shall make a reasonable effort to return unclaimed deposits.
- Refunding deposits and voiding letters of guarantee.
- If service is not connected, or is disconnected, the Cooperative shall promptly (1) refund the member's or applicant's deposit plus accrued interest on the balance, if any, in excess of the unpaid bills for service furnished and (2) void and return to the guarantor all letters of guarantee on the account or provide written documentation that the contract has been voided.
- When the member has paid bills for service for 12 consecutive residential billings or for 24 consecutive non-residential billings (i) without having service disconnected for nonpayment of a bill, (ii) without having been delinquent in the payment of bills more than once, and (iii) has not had more than one returned check, the Cooperative shall promptly refund the deposit plus accrued interest to the member or credit the amount of the deposit and accrued interest to the member's account or void and return the guarantee or provide written documentation that the contract has been voided. The deposit may be retained if the member (1) does not meet the foregoing refund criteria or (2) failed to provide complete, accurate and verifiable identification information when requested by the Cooperative. The letter of guarantee may be retained if the member does not meet the foregoing refund criteria.
- Re-establishment of credit — A member whose service has been disconnected for nonpayment of bills or theft of service (meter tampering or bypassing of meter) shall be required, before service is reconnected, to pay all amounts due the Cooperative, including reconnection and other applicable fees, and re-establish credit.
- Status — The Cooperative's credit and deposit requirements are subject to change at any time by the Board of Directors. For good cause, including for natural disasters or other declared emergencies, the Chief Executive Officer may waive, suspend, or modify any credit and deposit requirements for a limited duration to address the circumstances. After a good cause determination, the Chief Executive Officer must inform the Board of Directors at its next Regular Meeting of all actions taken.
- Frequency of bills — The Cooperative will issue bills monthly unless service is provided for a period less than one month.
- Bill content — Each member's bill will include all the following information:
- The due date of the bill.
- The number and kind of units metered.
- The word "Estimated" prominently displayed to identify an estimated bill.
- Estimated bills — The Cooperative may submit estimated bills for good cause provided that an actual meter reading is unavailable.
- Record retention — The Cooperative will maintain monthly billing records for each account for at least three years after the date the bill is mailed. The billing records will contain sufficient data to reconstruct a member's billing for a given month. Copies of a member's billing records may be obtained by that member on request.
- Transfer of delinquent balances — If the member has an outstanding balance due from another account in the same member class, then the Cooperative may transfer that balance to the member's current account. Notwithstanding the foregoing, if the member has an outstanding balance due from an account in a different member class that is a sold proprietorship, the the Cooperative may transfer that balance to the member's current account. The delinquent balance and specific account will be identified as such on the bill.
The Cooperative will provide information in English and Spanish and any other language as the Cooperative deems necessary.
- Bill due date — The bill provided to the member will include the payment due date which will not be less than 16 days after issuance. The issuance date is either the postmark date on the envelope or the date posted to the member's account on the Cooperative's web site. A payment is delinquent if not received at the Cooperative by the due date.
- Late payment processing fee — The Cooperative may assess a $20.00 processing fee to cover costs associated with delinquent notices.
- Penalty on delinquent bills for non-residential service — A penalty of $20.00 or 6%, whichever is greater, may be charged on a delinquent commercial or industrial bill. The 6% penalty on delinquent bills will not be applied to any balance to which the penalty has already been applied.
- Bill adjustments — [Amendments shall become effective March 1, 2014.]
If charges are found to be higher than authorized in the Cooperative's tariffs or if the Cooperative fails to bill a member for services, a billing adjustment will be calculated by the Cooperative and applied in the manner described herein. Notwithstanding the foregoing, any billing adjustments greater than $5,000 may be adjusted to the date of error if identified by the Cooperative.
- The correction should be made for the entire period for overbilling for any billing, rate assignment, processing errors or other similar circumstance.
- The correction should be made for the entire period for overbilling for any failure to receive meter readings, faulty metering equipment or other equipment error.
- The correction may be made for up to 3 months for under-billing for any failure to receive meter readings, faulty metering equipment or other equipment error.
- The correction may be made for up to 6 months for under-billing for any billing, rate assignment, processing errors or other similar circumstance.
- The correction may be made for the entire period for under-billing for meter tampering, bypass, diversion or other similar circumstance.
- A deferred payment arrangement may be available for any period of under-billing except for such periods resulting from meter tampering, bypass, diversion or other similar circumstance.
- Disputed bills
- If there is a dispute between a member and the Cooperative about a bill for service, the Cooperative will investigate and report the results to the member. If the dispute is not resolved, the Cooperative will inform the member of the complaint procedures outlined in the rule entitled Complaints.
- If the member files a complaint with the Cooperative, a member's service will not be disconnected for nonpayment of the disputed portion of the bill before the Cooperative completes its supervisory review and informs the member of its determination.
- The member is obligated to pay any billings not disputed and not under review.
- Notice of alternate payment programs or payment assistance — When a member contacts the Cooperative and indicates inability to pay a bill or a need for assistance with the bill payment, the Cooperative will inform the member of alternative payment and payment assistance programs.
- Residential Members 60 Years or Older — Upon request of a residential member 60 years of age or older, the Cooperative will extend without penalty the payment date of a bill of that member until the 25th day after the date the bill is issued. The Cooperative may require the member requesting an extension to present reasonable proof that the individual is 60 years of age or older.
- Deferred payment plans — A deferred payment plan is any written arrangement between the Cooperative and a residential member that allows a member to pay an outstanding bill in installments that extend beyond the due date of the next bill. A deferred payment plan may be established in person or by telephone, and all deferred payment plans will be put in writing.
- The Cooperative may offer a deferred payment plan to any residential member who has expressed an inability to pay and meets the criteria specified in the Cooperative's Tariff.
- Every deferred payment plan will provide that the delinquent amount may be paid in negotiable installments.
- Every deferred payment plan offered by the Cooperative:
- Will state in boldface type the following: “If you are not satisfied with this agreement or if agreement was made by telephone, and you feel this document does not reflect your understanding of that agreement, contact the Cooperative immediately. If you do not contact the Cooperative, you may give up your right to dispute the amount due under the agreement except for the Cooperative's failure or refusal to comply with the terms of this agreement.”;
- Will state the length of time covered by the plan;
- Will state the total amount to be paid under the plan;
- Will state the specific amount of each installment;
- Will allow the Cooperative to disconnect service if the member does not fulfill the terms of the deferred payment plan, and will state the terms for disconnection;
- Will be provided to the member;
- Should allow either the member or the Cooperative to initiate a renegotiation of the deferred payment plan if the member's circumstances change substantially during the time of the deferred payment plan; and
- Should be limited to one deferred agreement per year.
- The Cooperative may decline to offer this plan if, in the Cooperative's judgment, the member is lacking sufficient credit or satisfactory history to warrant further extension of credit or if the member has failed to provide complete, accurate and verifiable identification information when requested by the Cooperative.
- Fixed Payment Plan – This plan allows a member to pay a fixed amount per month based on twelve months total billings divided by 366 days. A true-up and recalculation will be required no more than every 12 months. Upon such true-up and recalculation, any overpayments or underpayments shall either be credited or debited from the account as applicable. The amount of any underpayment will be added to the amounts due. The amount of any overpayment will be deducted from any amounts owed. This plan is applicable to the Residential and Farm/Ranch and Water Well rates only. Members may enroll anytime with participation beginning with the first bill rendered after enrollment. The plan may be canceled by either the member or the Cooperative upon notification to the other party. Upon cancellation the accumulated balance of the member's account shall become due and payable. The Cooperative may decline to offer the Fixed Payment Plan if, in the Cooperative's judgment, the member is lacking sufficient credit or satisfactory history to warrant payment plans or if the member has failed to provide complete, accurate and verifiable identification information when requested by the Cooperative. (Effective Sept. 1, 2012)
- Average Payment Plan – Under this plan, the member's monthly payment is the rolling 12 months average. This plan is applicable to the Residential and Farm/Ranch and Water Well rates only. Members may enroll anytime with participation beginning with the first bill rendered after enrollment. The plan may be canceled by either the member or the Cooperative upon notification to the other party. Upon cancellation the accumulated balance of the member's account shall become due and payable. The Cooperative may decline to offer the Average Payment Plan if, in the Cooperative's judgment, the member is lacking sufficient credit or satisfactory history to warrant payment plans or if the member has failed to provide complete, accurate and verifiable identification information when requested by the Cooperative.
- Credit Card Payment Plan — The credit card payment plan allows residential members to pay their utility bills with an accepted credit card using one of the following options:
- To pay automatically, a member can make arrangements by contacting a Cooperative representative and requesting a payment plan be set up, or
- To pay as needed, a member can contact a Cooperative representative and initiate the payment transaction. The member will need to indicate the amount of the payment and provide necessary credit card information and authorization.
- Bank Draft Payment Plan — The bank draft payment plan allows members to authorize the Cooperative to draft their checking accounts monthly. The amount drafted will be for:
- The current bill due, or
- The payment due as agreed on the Deferred Agreement.
The member's checking account will be drafted automatically on the bill due date or on the due date of the Deferred Agreement contract.
- Refunds — Upon closure of an account, the account holder will be issued a refund check for credit balances of $5.00 or more. Refunds on credit balances of less than $5.00 will only be issued upon verbal request of the account holder. Any amounts not refunded will be transferred at the end of the calendar year to the Cooperative's county assistance program.
- Disconnection policy — If the Cooperative chooses to disconnect a member, it will follow its Tariff and the procedures below, or modify them in ways that are more favorable to the member.
- Disconnection with notice — Service may be disconnected after proper notice for any of these reasons:
- Failure to pay a bill for Cooperative services or make deferred payment arrangements by the date of disconnection;
- Failure to comply with the terms of any payment agreement;
- Failure to pay a deposit when required;
- Failure to pay a guaranteed amount when required;
- Violation of the Cooperative's rules on using service in a manner which interferes with the service of others or the operation of nonstandard equipment, if a reasonable attempt has been made to notify the member and the member is provided with a reasonable opportunity to remedy the situation; or
- Paying a delinquent account balance with a check returned to the Cooperative for insufficient funds.
- Disconnection without prior notice — Service may be disconnected without prior notice for any of the following reasons:
- Where a known dangerous condition exists. Where reasonable, given the nature of the hazardous condition, the Cooperative should post a notice of disconnection and the reason for the disconnection at the place of common entry or upon the front door of each affected residential unit unit as soon as possible after service has been disconnected;
- Where service is connected without authority;
- Where service was reconnected without authority after termination for nonpayment; or
- Where there has been tampering with the Cooperative's equipment or evidence of theft of service.
- Disconnection prohibited — Service may not be disconnected for any of the following reasons:
- Delinquency in payment for the Cooperative's service by a previous occupant of the premises;
- Failure to pay disputed charges, except for the required average billing payment, until a determination as to the accuracy of the charges has been made by the Cooperative and the member has been notified of this determination; or
- Failure to pay charges arising from an underbilling due to any faulty metering, unless the meter has been tampered with or unless such underbilling charges as referenced in rule entitled Meter Tampering.
- Disconnection due to Cooperative abandonment — The Cooperative will not abandon a member or a certified service area without written notice to its members and all similar neighboring utilities, and approval from the Commission.
- Disconnection of energy assistance clients — The Cooperative cannot terminate service to a delinquent residential member for a billing period in which the Cooperative receives a pledge, letter of intent, purchase order, or other notification that the energy assistance provider is forwarding sufficient payment to continue service.
- Disconnection during extreme weather — The Cooperative will not disconnect a residential member on a day when:
- The previous day's highest temperature did not exceed 32 degrees Fahrenheit, or the temperature is predicted to be at or below that level for the next 24 hours, according to the local National Weather Service (NWS) reports for the designated territory; or
- The previous day's highest temperature exceeded 100 degrees Fahrenheit, or the temperature is predicted to be at or above that level for the next 24 hours, according to the local National Weather Service (NWS) reports for the designated territory.
- Disconnection during weekend — The Cooperative will not disconnect a residential member on a weekend day.
- Disconnection of master-metered utilities — When a bill for Cooperative services is delinquent for a master-metered utility:
- The Cooperative should send a notice to the member as required. At the time such notice is issued, the Cooperative should also inform the member that notice of possible disconnection will be provided to the utility's members in three days if payment is not made before that time.
- At least three days after providing notice to the member and at least four days before disconnecting, the Cooperative should post a minimum of five notices in conspicuous areas of the utility or other public places. Language in the notice should be in large type and should read:
“Notice to members of (name and address of the utility): the Cooperative's service to this utility is scheduled for disconnection on (date), because (reason for disconnection).”
- Disconnection notices — Any disconnection notice issued by the Cooperative to a member will:
- Not be issued before the first day after the bill is due, to enable the Cooperative to determine whether the payment was received by the due date.
- Be a separate mailing or hand delivered with a stated date of disconnection with the words “disconnection notice” or similar language prominently displayed.
- Have a disconnection date that is not less than seven days after the notice is issued.
- Be in English and in Spanish.
- Include a statement notifying the member that if they need assistance paying their bill by the due date, or are ill and unable to pay their bill, they may be able to make some alternate payment arrangement, establish a deferred payment plan, or possibly secure payment assistance. The notice will also advise the member to contact the Cooperative for more information.
Complaints to the Cooperative
— A member or applicant may file a complaint in person, by letter, or by telephone with the Cooperative regarding rates, service, or other issues.
- If a complaint cannot immediately be resolved by the employee receiving the complaint, the information collected by the employee will be forwarded to a supervisor or manager. The supervisor or manager will review the complaint and related information, and the complainant will be advised of the results within five working days of the complaint.
- Service should not be disconnected before completion of the review. If the member chooses not to participate in a review then the Cooperative may disconnect service, providing proper notice has been issued under the disconnect procedures.
- Members who are dissatisfied with the supervisory-level review will be informed of their right to file a written complaint with either PEC's Chief Executive Officer or designee of the Chief Executive Officer. Under their direction, a three-member management team will review the complaint and the complainant will be advised of the results within ten days of the complaint.
- Information regarding rate schedules and classifications and the Cooperative's facilities —
- The Cooperative will notify members affected by a change in rates or schedule of classifications. For good cause, including for natural disasters or other declared emergencies, the Chief Executive Officer may waive, suspend, or modify those fees specified within the Tariff for a limited duration to address the circumstances. After a good cause determination, the Chief Executive Officer must inform the Board of Directors at its next Regular Meeting of all actions taken.
- The Cooperative will maintain copies of its rate schedules and rules in each office where applications are received and such copies are available for inspection.
- The Cooperative will maintain maps showing the physical locations of its facilities that includes an accurate description of all facilities (substations, transmission lines, etc.). Each business office or service center will have available maps, plans, or records of its immediate service area, with other information as may be necessary to enable the Cooperative to advise applicants, and others entitled to the information, about the facilities serving that locality.
- Membership fees —
Membership in the Cooperative is required for service. A membership fee will be required with the initial application for service. Membership fees will be set by the Cooperative's Board of Directors and shall be held until the last service connection for a member is terminated. The membership fee will be held in the initial account until that account is terminated. At that time the membership fee will be applied to member's open account or applied to the outstanding account balance of the last open account. Additional fees may be required for each additional service connection requested by the member, but no further membership fee shall be charged and no additional memberships shall be created by the creation of additional service connections by the member. Each legal or natural person or husband and wife pair that is a member of the cooperative shall be entitled to a single membership, no matter how many meters that member has. Refunds on credit balances of less than $5.00 will be issued only upon verbal request of the account holder. Any amounts not refunded will be transferred at the end of the calendar year to the Cooperative's Member Service Assistance Program.
- Member information packets —
- General information about the Cooperative will be accessible online to all new members or as requested.
- This general information will include the following topics:
- Services, fees, deposits, and rates;
- Payment options;
- Conditions of service;
- Electrical safety;
- Power interruptions; and;
- A toll-free telephone number to conduct business or to obtain the hours, addresses, and telephone numbers of the Cooperative's office locations.
- Member voting —
Each member who is receiving service from the Cooperative shall be entitled to one (1) vote upon each matter submitted to a vote at a meeting of the members. At all meetings of the members at which a quorum is present, all questions shall be decided by a vote of a majority of the members voting thereon in person, by mail, or, when the option is made available to members, electronically, except as otherwise provided by law, the Articles of Incorporation of the Cooperative, or the Bylaws.
A Member, on written request, is entitled to examine and copy (at the member's expense), at any reasonable time, the books and records of the PEC.
Requests for information are restricted to Members of PEC, and the Cooperative reserves the right to charge a fee to the Member, payable in part or wholly in advance, if fulfilling the request will require large amounts of employee time.
Most of the information collected, assembled, or maintained in connection with the transaction of PEC business is available to Members, with a few exceptions. Inspection of certain records may be limited or denied in cases including: privacy, attorney-client privilege; real estate subject matter, personnel subject matter, security; or, matters that are clearly competitive, when the Board of Directors determines in good faith that disclosure presents a compelling risk of likely harm to the Cooperative or its members.
This policy does not cover material that is requested as part of a legal proceeding.
All Member requests for information should be directed to: Open Records Request, Pedernales Electric Cooperative, Inc., P.O. Box 1, Johnson City, TX 78636.
- General —
- The Cooperative will make all reasonable efforts to prevent interruptions of service. When interruptions occur, the Cooperative will re-establish service within the shortest possible time.
- The Cooperative endeavors to provide continuous electric service but makes no guarantees against interruptions. If continuous service at a constant voltage is required, the member must install the necessary equipment. Should members require three-phase service, they shall be responsible for providing and operating such protective equipment as is necessary to protect their equipment from damage resulting from loss of power to one or more phases. If electric service is interrupted, the member must determine if the equipment and wiring is functioning properly. Cooperative personnel will not make repairs to members' wiring or equipment.
- The Cooperative shall not be liable for damages occasioned by interruption, failure to commence delivery, or voltage, wave form, or frequency fluctuation caused by interruption or failure of service or delay in commencing service due to accident to or breakdown of plant, lines, or equipment, strike, riot, act of God, order of any court or judge granted in any granted in any bonafide adverse legal proceedings or action or any order of any commission or tribunal having jurisdiction; or, without limitation by the preceding enumeration, any other act or things due to causes beyond its control, to the negligence of the Cooperative, its employee, or contractors, except to the extent that the damages are occasioned by the gross negligence or willful misconduct of the Cooperative.
- The Cooperative will make reasonable provisions to manage emergencies resulting from failure of service, and will issue instructions to its employees covering procedures to be followed in the event of emergency in order to prevent or mitigate interruption or impairment of service.
- In the event of national emergency or local disaster resulting in disruption of normal service, the Cooperative may, in the public interest, interrupt service to other members to provide necessary service to civil defense or other emergency service entities on a temporary basis until normal service to these agencies can be restored.
- Record of interruption — The Cooperative will keep complete records of sustained interruptions. Where practical, the Cooperative will keep a complete record of all momentary interruptions. These records will show the type of interruption, the cause for the interruption, the date and time of the interruption, the duration of the interruption, the number of members interrupted, the substation identifier, and the transmission line or distribution feeder identifier. The Cooperative will retain records of interruptions for five years.
- Notice of significant interruptions —
- Significant Interruptions — All interruptions of any classification lasting one hour or more and affecting the entire system, a major division of the system, a community, essential services, service to interruptible members, scheduled interruptions lasting more than four hours that affect members that are not notified in advance, 20% or more of the system's members, or 20,000 members for utilities serving more than 200,000 members. Significant interruptions also include interruptions adversely affecting a community such as interruptions of governmental agencies, military bases, universities and schools, major retail centers, and major employers.
- Initial notice — Employees will notify the Chief Executive Officer in a method prescribed by the Chief Executive Officer as soon as reasonably possible after it has determined that a significant interruption has occurred. The initial notice will include the general location of the significant interruption, the approximate number of members affected, the cause if known, the time of the event, and the estimated time of full restoration. If the duration of the significant interruption is greater than 24 hours, the Cooperative will update this information daily and file a summary report.
- Summary report — Within three working days after the end of a significant interruption lasting more than 24 hours, a summary report should be submitted to the Chief Executive Officer. The summary report will include the date and time of the significant interruption; the date and time of full restoration; the cause of the interruption, the location, substation and feeder identifiers of all affected facilities; the total number of members affected; the dates, times, and numbers of members affected by partial or step restoration; and the total number of member-minutes of the significant interruption (sum of the interruption durations times the number of members affected).
- Emergency Operations Plan — The Cooperative will maintain a general description of its emergency operations plan. The Cooperative's emergency plan will include, but need not be limited to, the following:
- A registry of essential services directly served by the Cooperative. This registry will be updated as necessary, but not less often than annually. The description will include the location of the registry, how the Cooperative ensures that it is maintaining an accurate registry, how the Cooperative will provide assistance to essential services members in the event of an unplanned outage, how the Cooperative intends to communicate with the essential services members, and how the Cooperative is training its staff with respect to serving critical members and loads.
- A communications plan that describes the procedures for contacting the media and members and essential services directly served by the Cooperative as soon as reasonably possible, either before or at the onset of the emergency. The communications plan will also address how the Cooperative's telephone system and complaint handling procedures will be augmented during an emergency, and;
- Priorities for restoration of service.
- Use of meter — All electricity consumed or demanded by the member will be charged for by meter measurements, except where otherwise provided for by the applicable rate schedule or contract.
- Installation — The Cooperative will provide, install, own, and maintain all meters necessary for the measurement of electric energy to its members.
- Standard type — All meters will meet industry standards. Special meters used for investigation or experimental purposes are not required to conform to these standards.
- Advanced Metering Opt Out Program — The Advanced Metering Opt Out Program only applies to residential accounts (other than residential accounts with interconnection agreements). A member may request to opt out from use of the Cooperative's advanced meter at a service location. The Cooperative may grant such request subject to certain qualifications and conditions as described herein. The Cooperative reserves the right to deny any such request for participation in the Advanced Metering Opt Out Program in the event a service location has repetitive collection disconnects, any threats of violence at the location, or otherwise.
Any member requesting to opt out from the advanced meter used by the Cooperative will also be charged a meter exchange fee as outlined in the Cooperative’s Tariff. Any member participating in the Advanced Metering Opt Out Program for new service locations will be required to pay the Cooperative’s establishment fee as outlined in the Cooperative’s Tariff for each location.
Any member participating in the Advanced Metering Opt Out Program will be required to authorize automatic payments. If a member cancels authorization for automatic payments, then the meter will be exchanged for an advanced meter and the member will be unable to participate in the Advanced Metering Opt Out Program.
Any member requestinq to opt out from the advanced meter used by the Cooperative will also be charged monthly meter reading fees as outlined in the Cooperative's Tariff.
If for any month a meter is unable to be read by the Cooperative, the monthly fees will apply and the usage for that month will be estimated based on the member’s previous usage. Any under-billing or overbilling resulting from such estimate will be adjusted after the meter is read.
If a member has paid bills for service for 12 consecutive residential billings (i) without having
service disconnected for nonpayment of a bill, (ii) without having been delinquent in the
payment of bills more than once, and (iii) has not had more than one returned check, a member
participating in the Advanced Metering Opt Out Program may then request a quarterly read
schedule. In this event, the member participating in the Advanced Metering Opt Out Program
will be charged a quarterly read fee, as outlined in the Cooperative's Tariff.
For any member on a quarterly read schedule, the monthly fees will still apply and the usage for
each month will be estimated based on the member's previous usage. Any under-billing or
overbilling resulting from such estimate will be adjusted after the meter is read quarterly.
Members participating in the Advanced Metering Opt Out Program will not be offered billing cycle options and will be billed according to an established PEC meter reading route schedule.
- Location of meters —
- Meters and service switches in conjunction with the meter will be installed in accordance with the latest revision of American National Standards Institute (ANSI), Incorporated, Standard C12 (American National Code for Electricity Metering), and will be readily accessible for reading, testing, and inspection, where such activities will cause minimum interference and inconvenience to the member.
- Member will provide, without cost to the Cooperative, at a suitable and easily accessible location:
- Sufficient and proper space for installation of meters and other apparatus of the Cooperative;
- Meter board;
- Meter loop;
- Safety service switches when required; and
- An adequate anchor for service drops.
- Where the meter location on the member's premises is changed at the request of the member, or due to alterations on the member's premises, the member will provide and have installed at their expense, all wiring and equipment necessary for relocating the meter.
- Accuracy requirements —
- No meter that violates the test calibration limits as set by the American National Standards Institute, Incorporated will be placed in service or left in service. Whenever on installation, periodic, or other tests, a meter is found to violate these limits, it will be adjusted.
- Meters will be adjusted as closely as practicable to the condition of zero error.
The Cooperative will keep the following records:
- Meter equipment record — The Cooperative will keep a record of all of its meters, showing the member's address and date of the last test. For special meters used for investigation or experimental purposes, the record will state the purpose of the investigation or experiment.
- Records of meter tests — All meter tests will be properly referenced to the meter record provided in this section. The record of each test made on member's premises or on request of a member will show the identifying number and constants of the meter, the standard meter and other measuring devices used, the date and kind of test made, who conducted the test, the error (or percentage of accuracy) at each load tested, and sufficient data to permit verification of all calculations.
- Each meter should clearly indicate the units of service for which charge is made to the member. Meters shall be read at regular monthly intervals.
- Each member participating in the Advanced Metering Opt Out Program will be charged a fee each month for non-standard manual meter readings by the Cooperative and for processing of such readings for each service location.
- If for any month a meter is unable to be read by the Cooperative, the monthly fees will apply and the usage for that month will be estimated based on the member’s previous usage. Any under-billing or overbilling resulting from such estimate will be adjusted after the meter is read.
- Meter tests prior to installation — No permanently installed meter should be placed in service unless its accuracy has been established. If any permanently installed meter is removed from actual service and replaced by another meter for any purpose, it should be properly tested and adjusted before being placed back in service unless such meter has been tested in the last 12 months.
- Testing of meters in service — Meter test periods for all types of meters will conform to the latest edition of American National Standards Institute, Incorporated (ANSI) Standard C12 unless specified otherwise by the Cooperative.
- Meter tests on request of member —
- The Cooperative will, upon the request of a member, test the accuracy of the member's meter.
- If the meter has been tested by the Cooperative, or by an authorized agency, at the member's request, and within a period of four years the member requests a new test, the Cooperative will make the test.
- Following the completion of any requested test, the Cooperative will advise the member of the date of removal of the meter, the date of the test, the result of the test, and who made the test.
- If any meter is found to be not in compliance with the accuracy standards, readings will be corrected and adjusted bills may be rendered for the period of overbilling or under-billing as described herein in "Bill Payments and Adjustments.".
- No refund is required from the Cooperative except to the member last served by the meter prior to the testing.
- If a meter is found not to register for any period, the Cooperative should estimate and charge for units used, but not metered for the period of under-billing as described herein in "Bill Payment and Adjustments." The estimated charge should be based on amounts used under similar conditions during the period preceding or subsequent to the period the meter was found not to register, or during corresponding periods in previous years.
Meter tampering, bypass or diversion will be defined as tampering with the Cooperative's meter or equipment, bypassing the same, or other instances of diversion, such as physically disorienting the meter; attaching objects to the meter to divert or bypass service; inserting objects into the meter; and other electrical and mechanical means of tampering with, bypassing or diverting electrical service. Meter tampering is a criminal offense.
The Cooperative should ensure that all instruments and meters are maintained as may be necessary to obtain full information as to purchases, unless this information is metered and furnished by the electric utility supplying the energy. Any interconnection with the Cooperative must be in accordance with the Cooperative's Small Power Producer Interconnection Policy and only after execution of the Cooperative's Agreement for Interconnection.
Amended 08-16-2010; 09-20-2010; 12-20-2010; 09-19-2011; 05-21-2012; 04-15-2013; 01-21-2014; 03-17-2014; 04-21-2014; 01-20-2015; 09-21-2015