Article II – Membership

Section 1. Qualifications. In addition to the qualification requirements provided in the Articles, a Member must reside or have a principal place of business, or both, within the geographic areas where the Cooperative provides Services , as identified in the Cooperative CTA.

Section 2. Membership Application Process

1. All Applications shall be in writing, upon the forms prescribed by the Board.
2. In executing an Application, a potential Member indicates that each of the Members holding the Membership accept responsibility for notifying the Cooperative of any change in address for notice to the Membership; and in failing to do so, are accepting the terms described in the By-Laws regarding distribution of Capital Credits.
3. Each Application is to be submitted to the principal office of the Cooperative. The Board shall determine the manner by which an Application may be submitted (e.g., written, facsimile, electronic/digital, etc.).
4. Approval of each Application requires a majority vote of the Board, the Board’s designees, or the Memberships.
5. All Applications received less than 30 days prior to a Membership Meeting, which the Board has not considered or has rejected, shall be submitted to the Members by the Secretary for their consideration at such Membership Meeting. Subject to compliance by the Applicant with the requirements set forth, any such Application requires approval by a majority of the Memberships represented in person at such Membership Meeting. The Secretary shall give each such Applicant at least 10 days’ prior written notice of the date of the Membership Meeting to which the Application will be submitted and such Applicant shall be entitled to be present and heard at such meeting.
6. Upon compliance with this Section, the Applicant’s Membership becomes effective upon the commencement of retail Service(s) from the Cooperative. Membership terminates upon the discontinuance of all Service(s).

Section 3. Membership Certificates. The Cooperative shall evidence each of its Memberships by a respective Membership Certificate, which shall be in such form and shall contain such provisions as shall be determined by the Board. The Chairman and the Secretary shall sign and affix the corporate seal to each Membership Certificate at the time of its issuance. If a Membership Certificate is lost, destroyed, or mutilated, the Cooperative may issue a new Membership Certificate upon such terms as the Board may prescribe.

Section 4. On-Going Requirements and Restrictions.

1. Upon approval of an Application, the Members holding such new Membership shall pay the membership fee, if any.
2. By acceptance or use of any Services provided by the Cooperative, each Member consents and agrees to the following:
   1. to purchase said Services from the Cooperative in accordance with the rates, terms, and conditions specified by the Cooperative.
   2. to comply with and be bound by the Governing Documents; and
   3. to pay such membership, connection, re-connection, security, facilities extension and construction fees and deposits as may be established or required by any rule, regulation, or policy adopted by the Board.
3. No individual Member may hold more than 1 Membership.
4. Each Membership is entitled to only 1 vote.
5. Each Membership must receive at least 1 Service from the Cooperative and keep the Membership’s account for any Services received from the Cooperative current and in good standing.
6. If a Membership receives more than 1 Service from the Cooperative, the Membership still is entitled to only1 vote.
7. No Membership shall be transferrable, except as provided in the Governing Documents.
8. If a Person and Entity jointly hold a Membership and said Membership maintains a telephone number within the Cooperative’s exchanges, the Membership’s telephone number shall be treated by the Cooperative as a business telephone number.
9. Members who are receiving, or potential Members who are applying for, Service(s) shall be deemed to have consented to the reasonable use of their property by the Cooperative for the construction, operation, maintenance, replacement, or enlargement of lines and facilities used by the Cooperative to provide any Services (including, without limitation, all poles, conduit, cables, wires, fibers, surface testing terminals, markers, and other appurtenances), overhead or underground, under, through, across, and upon any property owned, leased, or controlled by such Member or potential Member, at no cost to the Cooperative.
10. Members shall execute and deliver to the Cooperative such grants of easements and rights-of-way on, over, under, through, and across all lands owned, leased, or
    otherwise controlled by such Members, and in accordance with such reasonable
    terms and conditions as the Cooperative requires for purposes of:
    1. Furnishing of Services to such Member and to other Members;
    2. Construction, operation, maintenance, and relocation of the Cooperative’s facilities; and
    3. Satisfaction or facilitation of any obligation incurred or right granted by the Cooperative to third parties regarding the use of the Cooperative’s property.
11. Persons or Entities that purchase the Cooperative’s Services at wholesale, or otherwise for resale (e.g., access customers, interconnecting carriers, and resellers of local service) are not eligible for Membership.

Section 5. Membership Held By Multiple Parties

1. The following apply to a Membership that is held by more than 1 Member:
   1. The presence at a Membership Meeting by an individual Member shall be regarded as the presence of all other Members who hold the respective Membership, and shall constitute a waiver of notice of the Membership Meeting in regard to all Members who hold the respective Membership.
   2. The vote of the Members of a Membership, separately or jointly, shall constitute 1 joint vote.
   3. The Members shall provide the Cooperative with one address for the purpose of billing and notice to the Membership.
   4. A waiver of notice signed by an individual Member shall constitute a waiver of notice for all Members holding the respective Membership.
   5. Expulsion of a Member shall terminate the respective Membership even if the Membership is held by multiple Members.
   6. Notice to any Member shall constitute notice to all Members who hold the respective Membership.
   7. Withdrawal of any Member shall terminate the Membership as to all Members holding the respective Membership.
   8. Only 1 Member of a Membership held by multiple Members may serve as an Officer or Director at any given time.
   9. Each Person or Entity holding a Membership with other Members, has the same rights, benefits, and privileges, and is subject to the same obligations, requirements, and liabilities, as a Person or Entity holding a Membership individually.
   10. If multiple Members hold a single Membership, all such Members are jointly and severally liable for complying with the Governing Documents.
   11. Upon the death of a Member who holds a Membership with other Members, such Membership shall be held by the survivors. Such surviving Members shall surrender the existing and outstanding Membership Certificate; and the Cooperative shall re-issue the Membership Certificate that reflects the changed Members; provided, however, that the estate of the deceased Member shall not be released from any debts due the Cooperative.
   12. If a Membership is held by multiple Members, and the Members desire to cease holding the Membership together, the Members shall notify the Cooperative in writing.
2. Existing Members may request that the Cooperative change their respective Membership to include an additional Person, Entity, or both. Such request must be made in writing and include the agreement by such Members and the proposed Members to comply with the Governing Documents. Upon approval of such conversion by the Board, the holders of the Membership shall surrender the existing and outstanding Membership Certificate; and the Cooperative shall reissue the Membership Certificate that reflects the existing and newly admitted Members holding that Membership.
3. Memberships formerly issued to husbands and wives as “Joint Memberships” will be allowed to continue. However, from the date of adoption of these By-Laws, no new “Joint Memberships” will be established, but henceforth, will be referred to as membership held by multiple parties.

Section 6. Deposit.

The Cooperative may require a deposit in an amount the Cooperative deems satisfactory as security for the payment of bills prior to the Cooperative rendering or continuing to render service to a Membership.

Section 7. Purchase of Service

Each Membership shall, take Service(s) from the Cooperative at rates that shall from time to time be fixed by the Board; provided, however, that the Board may limit the amount of any Service that the Cooperative shall be required to furnish to any one Membership. Each Membership shall pay a minimum monthly amount for such Service(s), which is fixed by the Board from time to time, on or before the date that it is due each month. Each Membership shall also pay all other amounts owed by such Member to the Cooperative as and when the same shall become due and payable.

Section 8. Termination of Membership.

1. Any Member may withdraw from the Cooperative upon compliance with such uniform terms and conditions as the Board may prescribe.
2. The Board may, by the affirmative vote of not less than ⅔ of all Directors, expel any Member who fails to comply with any of the provisions of the Governing Documents but only if such Member shall have been given written notice by the Secretary that such failure makes him liable to expulsion and such failure shall have continued for at least 10 days after such notice was given. An expelled Member may be reinstated by the approval of a majority of the Board, or by the approval of a majority of the Members at any Membership Meeting. The Membership of a Member who has not permitted the installation of service within 30 days after he has been notified service is available to him, or of a Member who has ceased to purchase telephone service from the Cooperative, shall be cancelled by resolution by the Board.
3. Upon the withdrawal, death (if Membership is held by only one Member), cessation of existence, or expulsion of a Member, the Membership of such Member shall thereupon terminate, and the Membership Certificate of such Member shall be surrendered forthwith to the Cooperative. Upon the death of a Member who holds a Membership with other Members, such Membership shall be handled pursuant to Section 5(c). Termination of Membership in any manner shall not release a Member, its successors and assigns, from any debts due the Cooperative.
4. The Cooperative shall have a lien on all Capital Credits due to the Member for any indebtedness due to the Cooperative from the Member for Service(s)

Section 9. Misuse of Equipment. Any Member causing or allowing to be caused damage to the Cooperative’s equipment within property owned or controlled by such Member shall be billed at cost plus labor for any such damage; and the Services provided to the Member may be suspended upon the decision of the Board.

Section 10. Contract. The Members of the Cooperative, by dealing with the Cooperative, acknowledge that the terms and conditions of the Governing Documents shall constitute and be a contract both between the Cooperative and each Member, and further, among all the Members themselves individually. Both the Cooperative and the Members are bound by such Governing Documents, as fully as though each Member had individually signed a separate instrument containing such terms and conditions with the Cooperative and each of its Members. The provisions of this Article of the Bylaws shall be called to the attention of each Member of the Cooperative by posting in a conspicuous place in the Cooperative’s office, by posting on the Cooperative’s web-site, or by publication distributed by the Cooperative to its Members, or any combination thereof.