Summary of Bylaw Amendment to be Voted on at the 2025 TCEC Annual Meeting

September 20, 2025

Madison County High School 

Votes cast by official Ballot and Quick Registration Card mailed directly to all TCEC members. Voting must be completed in person by the individual named on the TCEC account. 

Your Board of Trustees want a faster, fairer, and less expensive way to resolve disputes between members and the cooperative without going to court. This amendment would require more disputes to be handled through binding arbitration with a neutral third party.

What kinds of disputes would this cover?

Disagreements about the bylaws or how they’re applied – issues involving patronage capital, capital credits, or payments to members under Florida Law, cooperative governance matters, land use, licenses, easements, or services (including broadband).

How would disputes be resolved?

Most disputes go to binding arbitration administered by the American Arbitration Association (AAA). Arbitration held in Florida, within our service area. Each side pays their own attorney fees and shares the arbitrator’s cost equally. A neutral arbitrator (not a judge or jury) makes the final decision.

No Group or Class Actions

All disputes must be handled individually – no class actions or combined cases with other members.

You Can Opt Out

If you do not want to bound by this arbitration requirement, you can reject it by sending a written “Rejection Notice” to the cooperative:

Rejection Notice Department

Tri-County Electric Cooperative, Inc.

2862 West US 90 - Madison, FL 32340

Send within 60 days of the annual meeting adoption OR 14 days of becoming a new member (whichever is later) include: full name, address, phone number, account number, and signature. Mail by return receipt requested.

Before Starting Arbitration

You must first notify the Board of Trustees in writing at least 15 days before the next regular board meeting so we can try to resolve the issue informally.

If Arbitration Isn’t Possible

If a case goes to court, both parties waive the right to jury trial.

Key Benefits of Arbitration

  • Faster Resolution than court
  • Lower legal costs for both sides
  • Private and local process
  • Decision made by an experienced, neutral party
  • Decisions are final and enforceable 

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Proposed Amendments to the Bylaws of Tri-County Electric Cooperative, Inc.

 

AMEND

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ARTICLE XI - ALTERNATIVE DISPUTE RESOLUTION-

Unless otherwise prohibited by law, any already accrued or existing controversy or claim, as well as any future controversy or claim arising out of or relating to these bylaws, or the breach thereof, and/or any controversy or claim arising out of or relating to patronage capital and/or to any payment to members that is required or ARGUABLY required under Florida law, including any claims related to member equity and/or arising under or related in any way to Section 425.21, Florida statutes, and/or any controversy or claim related to cooperative governance, and/or any controversy or claim related to land use, LICENSE and easement rights, or the provision of cooperative services, including those related to broadband shall be resolved and determined by binding arbitration administered by the American Arbitration Association in accordance with its arbitration rules after all conditions precedent as set forth herein, if applicable, have been met. this agreement involves interstate commerce such that the Federal Arbitration Act, 9 U.S.C. §1, et seq shall govern the interpretation and enforcement of this arbitration agreement. The arbitration shall be held in the State of Florida, at a location to be designated by the party not making the initial demand for arbitration, within the service territory of the cooperative. A judgment on the award rendered by the arbitrator shall be entered in any court having jurisdiction thereof. Each party agrees, to the fullest extent allowed by law, that the arbitrator shall be the person to decide all threshold issues and to decide all issues of arbitrability, scope, validity, enforceability, unconscionability, retroactivity and/or applicability. Each party agrees to pay their own attorneys’ fees and costs and each party agrees to share equally in the cost of the arbitrator.

The parties also agree to waive any right to: (i) pursue a class action arbitration and/or seek a remedy on behalf of any other member or person, or (ii) have an arbitration under this agreement consolidated with any other arbitration or proceeding. The parties agree that any dispute to arbitrate must be brought in an individual capacity, and not as a plaintiff or class member in any purported class or representative capacity. If any part of this arbitration clause, other than waivers of class action rights, is found to be unenforceable for any reason, the remaining provisions shall remain enforceable. If a waiver of class action and consolidation rights is found unenforceable in any action in which class action remedies have been sought, this entire arbitration clause shall be deemed unenforceable. It is the intention and agreement of the parties not to arbitrate class actions or to have consolidated arbitration proceedings. Should the parties have a dispute that is within the jurisdiction of the small claims courts of the County Courts of the State of Florida, such dispute may be resolved at the election of either party in small claims court rather than through arbitration and the cooperative and member agree that in small claims court, other members may not be joined as a party (other than a joint member) nor can relief be sought on behalf of any other member.

Any member may reject this agreement to arbitrate by sending to the Cooperative at 2862 west us 90, Madison, Florida 32340, a notice (“Rejection Notice”) within sixty (60) calendar days of the date of the annual meeting where this arbitration agreement was added to the Bylaws or within fourteen (14) calendar days of applying for service with the Cooperative as a new member, whichever date is longer. Rejection Notice must include your full name, your current address, your current telephone number, and the account number, and be signed by you. The Rejection Notice must be mailed with return receipt requested to: Rejection Notice Department. In the event of any dispute concerning whether a member has provided a timely notice of rejection, the member must produce the signed receipt for mailing the Rejection Notice. In the absence of the signed receipt, the Cooperative’s received date stamp on the Rejection Notice shall be conclusive evidence of the date of receipt. These instructions constitute the only method that a member can use to exercise the right to reject this arbitration provision.

condition precedent to filing an arbitration action: No member may pursue an action in arbitration, and no member who has opted out of Article xi may file a lawsuit of any kind, with respect to member equity or the allocation or retirement of capital credits, or file any claim for payment of any amounts allegedly due to a member from the Cooperative, until the member has first provided written notice to the Board of trustees at least fifteen (15) calendar days in advance of the next scheduled regular monthly Board meeting to provide the Board of trustees with a reasonable time to investigate and respond to the matter in hopes that any issues can be resolved without the need for formal proceedings.

 

If the arbitration clause is deemed unenforceable or the parties otherwise litigate a dispute in court, the parties agree to waive any right to a trial by jury in any proceeding brought in court.