BYLAWS

SECTION 1.01. Eligibility. Any natural person, firm, association, corporation, LLC, business trust, partnership or body politic (each hereinafter referred to as "person," "applicant," "him," or "his") shall be eligible to become a member of, and, at one or more premises owned or directly occupied or used by him, and who consumes, receives, purchases, or otherwise uses (collectively, “uses”):

1. Electric power or energy generated, transmitted, distributed, sold, supplied, furnished, or otherwise provided (collectively, “provided”) by the Carteret-Craven Electric Membership Corporation (“Cooperative”); or

2. As determined by the Cooperative, any other good or service provided by the Cooperative.

No person shall hold more than one membership in the Cooperative.

SECTION 1.02. Cooperative Membership; Renewal of Prior Membership. An eligible person is automatically a member of the Cooperative (“member”), and consents to being a member, upon initially using or requesting to use electric power or energy provided by the Cooperative or any good or service provided by the Cooperative. Each member agrees to:

1. Comply with the following documents and materials, all as currently existing and as later adopted or amended (collectively, “governing documents”), ensure that any product, equipment, structure, facility, or other good owned, controlled, operated, or furnished by the member (“member equipment”) and connected to any product, equipment, structure, facility, or other good owned, controlled, operated, or furnished by the Cooperative (“Cooperative equipment”) complies with the following governing documents, and ensure that any act or omission involving any member equipment connected to any Cooperative equipment complies with the following governing documents:

a. All applicable laws and legally binding agreements regarding the:

1) Cooperative;

2) Cooperative’s operation;

3) Cooperative’s assets;

4) Cooperative’s members and patrons;

5) Provision and use of cooperative services;

6) Cooperative equipment; and

7) Member equipment connected to cooperative equipment,

including, but not limited to, all applicable:

1) Legislative, executive, administrative, and judicial constitutions, statutes, case law, regulations, ordinances, rulings, or orders;

2) Local, state, and federal constitutions, statutes, case law, regulations, ordinances, rulings, or orders;

3) Contractual provisions legally enforceable by, or against, the Cooperative; and

4) Legally binding contracts between the Cooperative and the member (collectively, “law”);

b. The Cooperative’s Articles of Incorporation (Articles);

c. These Bylaws;

d. The Cooperative’s service rules and regulations;

e. The National Electrical Code

f. The National Electrical Safety Code

g. The Cooperative’s rate or price schedules; and

h. All rules, regulations, requirements, guidelines, procedures, policies, programs, determinations, resolutions, or actions taken, adopted, promulgated, or approved by the Cooperative’s Board of Directors (“Board”) or membership;

2. Be or remain a member; and

3. At prices, rates, or amounts determined by the Board, and pursuant to the terms, conditions, time, and manner specified by the Cooperative, pay the Cooperative for all:

a. Cooperative services used:

1) By the member; or

2) At or for any location occupied by the member, or rented or leased to a nonmember; and

b. Dues, assessments, fees, deposits, contributions, or other amounts required by the Articles, these Bylaws, the Board, or law.

With respect to any particular classification of service for which the Board of Directors shall require it, such request shall be accompanied by a supplemental contract, executed by the applicant on such form as is provided therefor by the Cooperative. The request shall be accompanied by such connection fee as is provided for by the Board of Directors (together with any signed supplemental contract, contribution in aid of construction, and/or service security deposit, that may be required by the Cooperative), which fees and deposit, if any, shall be refunded in the event the request is not approved. Any former member of the Cooperative may, by the sole act of paying a new connection fee, contribution in aid of construction (if applicable), and/or service security deposit required by the Cooperative, together with any outstanding account owed by him to the Cooperative plus accrued interest thereon at the North Carolina legal rate on judgments in effect when such account first became overdue, compounded annually, renew and reactivate any prior request for membership to the same effect as though the request had been newly executed on the date of such payment. Notwithstanding the foregoing provisions of this Section 1.02, any person who was a member of any other electric membership corporation which, by consolidation, merger, or acquisition, was combined with and into the Cooperative shall, ipso facto, become and be a member of the Cooperative, effective on the date of such combination.

SECTION 1.03. Connection Fee, etc. For each service connection, the member shall pay such connection fee, security deposit, and/or contribution in aid of construction as is provided for by the Board of Directors acting under policies of general application. Notwithstanding the foregoing provisions of this Section 1.03, no person who becomes a member of the Cooperative by virtue of the last sentence of Section 1.02 shall be required to pay a different service connection fee or service security deposit than was required and collected by the electric membership corporation of which, prior to its combination with the Cooperative, he or she was a member.

SECTION 1.035. Member Classes. Based upon the cooperative services used by members, the Cooperative may group members in the following classes (“member classes”):

Class A Member: Any member that, at or for any location occupied by the member, which location annually requires or is expected to annually require at least 2,400 kilowatt-hours (2,400 kWh) of electric energy; and

1. Continually uses electric power and energy generated, purchased, or sold by the Cooperative for all of the electric power and energy used at the location; and

2. Continually uses all other Cooperative services reasonably related to the member using electric power and energy at the location.

Class B Member: Any member continually using any cooperative service reasonably related to the member using electric power and energy at or for a location occupied by the member.

Class C Member: Any member periodically or continually using a cooperative service, the income from which may be exempt from federal income taxation.

Class D Member: Any member periodically or continually using a cooperative service.

In classifying or reclassifying members:

1. No member may be a member of more than one (1) member class;

2. The Cooperative shall classify or reclassify a member first as a Class A Member, if possible, then as a Class B Member, if possible, then as a Class C Member, if possible, and then as a Class D Member, if possible; and

3. Upon the Cooperative learning that a member of a member class has failed to continually use for at least three (3) months any Cooperative service for which continual use is required to be in the member class, the Cooperative may reclassify the member, and the Cooperative shall not again reclassify the member for at least three (3) months.

Unless otherwise provided in these Bylaws:

1. The term “member” includes all member classes; and

2. All members have the same rights and obligations.

SECTION 1.04. Joint Membership. Any two (2) individuals joined in a legal relationship, other than a partnership or other business entity, may be accepted into joint membership by requesting service from the Cooperative in both of their names, or if one of them is already a member, convert such membership into a joint membership. The words "member," "applicant," "person," "his" and "him," as used in these bylaws, shall include any two (2) individuals joined in a legal relationship applying for or holding a joint membership, unless otherwise clearly distinguished in the text; and all provisions relating to the rights, powers, terms, conditions, responsibilities and liabilities of membership shall apply equally to them. Without limiting the generality of the foregoing:

1. The presence at a meeting of either or both shall constitute the presence of one member, a joint waiver of notice of the meeting, and a revocation of any proxy executed by either or both;

2. The vote of, or a proxy executed by, either or both shall constitute, respectively, one joint vote or proxy; PROVIDED, that if both be present but in disagreement on such vote, each shall cast only one-half (1/2) vote; AND PROVIDED FURTHER, that if each executes a separate proxy, the one most recently executed shall revoke the former and shall constitute their sole joint proxy; or, if each executes a separate proxy on the same date, the holder or holders thereof shall cast only one-half (1/2) vote in respect of each;

3. Notice to, or waiver of notice signed or otherwise effected by, either or both shall constitute, respectively, a joint notice or waiver of notice;

4. Suspension or termination in any manner of either shall constitute respectively, suspension or termination of the joint membership;

5. Each, but not both concurrently, shall be eligible to serve as an officer or Director of the Cooperative, but only if both meet the qualifications required therefor; and

6. Neither will be permitted to have any additional service connections except through their one joint membership.

SECTION 1.05. Acceptance into Membership. Upon complying with the requirements set forth in Section 1.02, any applicant shall automatically be accepted into membership in, and become eligible to receive electric power or energy provided by the Cooperative or any good or service provided by the Cooperative, unless the Board of Directors shall determine that such applicant is not willing or is not able to satisfy and abide by the Cooperative's terms and conditions of membership or that such request should be rejected for other good cause.

SECTION 1.06. Provision of Cooperative Services. The Cooperative shall use reasonable diligence to furnish its members with adequate and dependable service, although it cannot, and therefore does not, guarantee a continuous and uninterrupted supply of electricity, and each member, for so long as such premises are owned or directly occupied or used by him, shall purchase from the Cooperative all central station electric power and energy purchased for use on all premises to which electric service has been furnished by the Cooperative pursuant to his membership, unless and except to the extent that the Board of Directors may in writing waive such requirement; and shall pay therefor at the times in accordance with the rules, regulations, rate classifications, and rate schedules (including any monthly minimum amount that may be charged without regard to the amount of electric power and energy actually used) established by the Board of Directors, and, if in effect, in accordance with the provisions of any supplemental contract that may have been entered into as provided for in Section 1.02. Each member shall also pay all other amounts owed by him to the Cooperative as and when they become due and payable. Production or use of electric energy on any premises owned or directly occupied or used by a member, regardless of the source thereof, by means of facilities which shall be interconnected with Cooperative facilities, shall be subject to appropriate regulations as shall be fixed from time to time by the Cooperative. When the member has more than one service connection from the Cooperative, any payment for service to him by the Cooperative shall be deemed, pro forma, to be allocated and credited on a pro rata basis to his outstanding accounts for all such service connections, notwithstanding that the Cooperative's actual accounting procedures do not reflect such proration.

Unpaid bills for electric power and energy and any other debt owed the Cooperative shall be a lien on the member's Capital Credits and, if past due, may be deducted from these Capital Credits when authorized by the Board of Directors.

SECTION 1.07. Excess Payments to be Credited as Member-Furnished Capital. All amounts paid for electric service in excess of the cost thereof shall be furnished by members as capital, and each member shall be credited with the capital so furnished as provided in Article VIII of these bylaws.

SECTION 1.08. Wiring of Premises; Responsibility Therefor; Responsibility for Meter Tampering or Bypassing and for Damage to Cooperative Properties; Extent of Cooperative Responsibility. Each member shall cause all premises receiving electric service pursuant to his membership to become and to remain wired in accordance with the specifications of the North Carolina Fire Insurance Underwriters Association, the National Electrical Code, any applicable state code or local government ordinances, and requirements of the Cooperative. If the foregoing specifications are variant, the more exacting standards shall prevail.

SECTION 1.085. Member Indemnification. Each member shall be responsible for and shall indemnify the Cooperative and its employees, agents and independent contractors against death, injury, loss or damage resulting from any expenses, costs, liabilities, or damages, including reasonable attorney fees and legal expenses, incurred by the Cooperative, or by any Cooperative Director, Officer, employee, agent, representative, or contractor, because of any property damage, personal injury, or death resulting from the member’s negligence or failure to comply with the Governing Documents.

SECTION 1.087. Access. Each member shall make available to the Cooperative a suitable site, as determined by the Cooperative, whereon to place the Cooperative's physical facilities for the furnishing and metering of electric service and shall permit the Cooperative's authorized employees, agents and independent contractors to have access thereto safely and without interference from hostile dogs or any other hostile source for meter reading, bill collecting and for inspection, maintenance, replacement, relocation, repair or disconnection of such facilities at all reasonable times. As part of the consideration for such service, each member shall be the Cooperative's bailee of such facilities and shall accordingly desist from interfering with, impairing the operation of or causing damage to such facilities, and shall use his best efforts to prevent others from so doing. Each member shall also provide such protective devices to his premises, apparatuses or meter base as the Cooperative shall from time to time require in order to protect the Cooperative's physical facilities and their operation and to prevent any interference with or damage to such facilities. In the event such facilities are interfered with, impaired in their operation or damaged by the member, or by any other person when the member's reasonable care and surveillance could have prevented such, the member shall indemnify the Cooperative and its officers, employees, agents and independent contractors against death, injury, loss or damage resulting therefrom, including but not limited to the Cooperative's cost of repairing, replacing or re