Idaho Consumer Owned Utilities Association Governance Membership Agreement

Membership Agreement

This Membership Agreement (Agreement) is made the ____ day of ____________, 20___, by and between Idaho Consumer-Owned Utilities Association, Inc. (ICUA), a cooperative association incorporated in Idaho, and _____________________________, an Idaho cooperative corporation or municipality (Member).

Recitals

  1. The Mission of ICUA is to represent the collective needs of its members and their ratepayers. The primary focus of ICUA shall be in cost-effectively representing members on issues of vital importance to members and their ratepayers at the state, regional, and national level.
  2. Member is one of a number of electric cooperatives or municipalities providing elec-trical services to consumers in Idaho. This Agreement, the ICUA Articles of Incorpora-tion and Bylaws define the relationship between the ICUA members and ICUA.
  3. It is the intent of both the cooperative and municipal members of ICUA to utilize this Association to represent and serve their collective interests in electrical energy mat-ters.

The Parties agree as follows:

Agreement

  1. Membership Agreement. Member reconfirms its membership in ICUA upon the effective date of this Agreement and remains an ICUA member for the term specified in Section 2. Any other cooperative or municipality providing electrical services to consumers may become a member of ICUA subject to approval by the ICUA Board of Directors (which approval may be withheld in the Board’s sole discretion), if it has executed an Agreement and if it has met all other requirements set forth in the ICUA Bylaws and Articles of Incorporation.
  2. Term. Membership in ICUA is on a calendar year basis. Existing members and poten-tial new members, shall, on a best efforts basis, provide notice to ICUA by October 1 of each year of their intention to be a member for the following calendar year.
  3. Dues and Assessments. Each member shall pay dues and assessments on an an-nual basis as provided in the attached schedule. Such schedule may be amended from time to time provided such amendment is made prior to October 1 of the year preced-ing the year in which such dues or assessments shall become effective.
  4. Advocacy and Representation Services. ICUA shall represent and advocate the interests of its membership before federal and state agencies, the U.S. Congress, the Governor and Legislature of Idaho and elsewhere as determined by the ICUA Board of Directors.
  5. Entire Agreement. The Articles of Incorporation and Bylaws of ICUA and this Agree-ment set forth the final and complete agreement between Member and ICUA, whether written or oral. In the event of a conflict between this Agreement and the ICUA Bylaws, this Agreement shall prevail, and the ICUA Bylaws shall be superseded, but only to the extent inconsistent with this Agreement.
  6. Binding Effect. Except as may otherwise be provided herein, this Agreement shall bind and inure to the benefit of the Parties and their respective successors and as-signs.
  7. Assignment.
    • This Agreement shall not be assigned by either Party without the written consent of the other Party. If Member is a Party to a merger or consolidation, Member shall be deemed to be attempting an assignment of this Agreement which requires the written consent of ICUA.
    • No assignment or transfer of this Agreement shall relieve the Parties, their succes-sors or assigns, of any obligations incurred hereunder.
  8. Nonwaiver. If either Party ever fails to require performance by the other Party of any provision of this Agreement, such failure shall not affect the full right to require the performance of that same provision in another instance. A waiver by either Party of any provision of this Agreement in one or more instances shall not be taken to be a waiver of the provision itself.
  9. Notices. Notices shall be in writing and shall be delivered by means of registered or certified mail, confirmed facsimile transmission, courier or messenger service, electronic mail, or personal delivery, and shall be deemed given upon receipt or, in the case of notice by mail, two days after deposit in the United States mail. Notices shall be addressed as follows, or to such other address as a Party shall provide to the other in a written notice pursuant to this Section 9.
    To ICUA:Secretary
    Idaho Consumer-Owned Utilities Association
    P.O. Box 1898
    Boise, ID 83701
    To Member:_____________________________________
    _____________________________________
    _____________________________________
  10. Governing Law/Venue. This Agreement shall be governed by, and interpreted with, the laws of the State of Idaho. Any litigation regarding this Agreement or its subject matter shall be brought in the state or federal courts located in Boise, Idaho.