BYLAWS

FLINT ELECTRIC MEMBERSHIP CORPORATION

Bylaws

Flint Electric Membership Corporation

FEMC 576 Revised 11/15/2001

FLINT ELECTRIC MEMBERSHIP CORPORATION

Reynolds, Georgia

FOREWARD

The Bylaws contained on the following pages are a contract between Flint Electric Membership Corporation (EMC) d/b/a Flint Energies and members who receive its electric service. They state what we expect of you as a Flint EMC member and what you can expect from the Cooperative. The following definitions may be helpful in analyzing the material.

1. COOPERATIVE: An organization whose philosophy is based on one member, one vote and that any money received in excess of expenses will be given back on the basis of contribution.

2. MEMBER: A person, firm, association, corporation, or body politic or subdivision thereof who requests service and is granted electric service.

3. DIRECTOR: A person elected by the members and serves as a policymaker for the organization.

4. CAPITAL CREDITS OR MARGINS: This is the name given to the money left over after expenses; i.e., profit in most businesses.

5. ALLOCATION: This is the process where the capital credits are spread on the Cooperative books to the members.

6. CLOSE RELATIVE: Parent, grandparent, child, grandchild, brother, sister, husband, wife, by blood or law.

7. BONA FIDE RESIDENT: One who lives in one of the seventeen (17) counties served and takes service at a residence, business, or other metering point.

We urge you to take an interest in all aspects of your Cooperative. Since you are now a part of the Cooperative, you should be very interested in its operations. By working together, we will have a better Cooperative and that in turn will mean you have better electric service.

ARTICLE I – MEMBERS

SECTION 1. Requirements for Membership

Any person, firm, association, corporation or body politic or subdivision thereof will become a member of Flint Electric Membership Corporation (hereinafter called “Cooperative”) upon receipt of electric service from the Cooperative, provided applicant has first: (1) Made an application for membership therein; (2) Agreed to purchase from the Cooperative electric energy as hereinafter specified; (3) Agreed to comply with and be bound by the Articles of Incorporation and Bylaws of the Cooperative and Rules & Regulations adopted by the Board of Directors; and (4) Paid the membership fee hereinafter specified.

As a condition of membership, each member, upon being requested by the Cooperative, shall execute and deliver to the Cooperative, without charge, easements of right of way over, on and under such lands owned or leased by, or mortgaged to, the members; and in accordance with such reasonable terms and conditions as the Cooperative shall require for the furnishing of electric service to the member or other members or for the construction, operation, maintenance or relocation of the Cooperative’s electric lines.

No member may hold more than one membership in the Cooperative and no membership in the Cooperative shall be transferable except as provided in these Bylaws.

SECTION 2. Joint Membership

A husband and wife may apply for a joint membership and, subject to their compliance with the requirements set forth in Section 1 of this Article, may be accepted for such membership. The term “member” as used in these Bylaws shall be deemed to include a husband and wife holding a joint membership and any provisions relating to rights and liabilities of membership shall apply equally with respect to holders of a joint membership. Without limiting the generality of the foregoing, the effect of the hereinafter-specified actions by or in respect of the holders of a joint membership shall be as follows:

a. The presence at a meeting of either or both shall be regarded as the presence of one member and shall constitute a joint waiver of notice of the meeting.

b. The vote of either separately or both jointly shall constitute one vote.

c. A waiver of notice signed by either or both shall constitute a joint waiver.

d. Notice to either shall constitute notice to both.

e. Expulsion of either shall terminate the joint membership.

f. Withdrawal of either shall terminate the joint membership.

g. Either but not both may be elected or appointed as an officer or board member, provided that both meet the qualifications for such office.

h. Any change in service will require both signatures.

SECTION 3. Conversion of Membership

a. Membership may be converted to a joint membership of husband and wife upon the written request of the holder thereof and the agreement by such holder thereof and his or her spouse to comply with the Articles Of Incorporation, the Bylaws, and the Rules & Regulations adopted by the Board of Directors.

b. Upon death of either spouse who is a party to the joint membership, such membership shall be held solely by the survivor with full rights of survivorship to capital credits and all other interests in the joint account; provided, however, that the estate of the deceased shall not be released from any debts due the Cooperative.

SECTION 4. Membership Fee

There shall be a $15 fee to become a member of the Cooperative.

SECTION 5. Purchase of Electric Energy

Each member shall, as soon as electric energy services shall be available, purchase from the Cooperative all electric energy purchased for use on the premises specified in the application for membership, and shall pay therefore at rates that shall from time to time be fixed by the Board of Directors. Production or use of electric energy on such premises, regardless of 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. It is expressly understood that amounts paid for electric energy in excess of the cost of service are furnished by members as capital and each member shall be credited with the capital so furnished as provided in the Bylaws. Each member shall pay to the Cooperative such minimum amount, regardless of the amount of electric energy consumed, as shall be fixed by the Board of Directors from time to time. Each member shall also pay all amounts owed to the Cooperative as and when the same shall become due and payable.

SECTION 6. Withdrawal, Expulsion, and Reinstatement of Membership

a. Any member may withdraw from membership upon compliance with such uniform terms and conditions as the Board of Directors may prescribe.

b. The Board of Directors may, by the affirmative vote of not less than a majority of all of the members of the Board, expel any member who fails to comply with any of the provisions of the Articles of Incorporation, the Bylaws, or the Rules & Regulations adopted by the Board of Directors, but only if such members shall have been given written notice by the Cooperative that such failure makes member liable for expulsion and such failure shall have continued for at least ten days after such notice was given. Any expelled member may be reinstated by a majority vote of the Board of Directors, or may appeal to and be reinstated by a majority vote of membership at any annual or special meeting of the members.