CODE OF CONDUCT

TEXAS ELECTRICITY BROKERS ASSOCIATION

DBA TEXAS ELECTRICITY PROFESSIONALS ASSOCIATION (TEPA)

The Board of Directors of the Texas Electricity Brokers Association (d/b/a Texas Electricity Professionals Association) (“TEPA”) has ratified and adopted this Code of Conduct (the “Code”), and all TEPA Members are hereby bound by the terms and conditions herein effective as of the date provided below. The Code shall be implemented and govern the activities of all TEPA Members. In the event that it is determined that a TEPA Member has failed to abide by the Code then, subject to the terms herein, such member shall be subject to the penalties provided for herein.

A. CODE OF CONDUCT

Each Member of TEPA hereby agrees to operate its business in compliance with the following Code of Conduct:

  1. A TEPA Member shall comply with the Public Utility Commission of Texas’ (“PUCT”) education, disclosure, marketing guidelines and rules, and the filing of regular reports pertaining to customer complaints. A TEPA Member shall not release proprietary customer information to any person unless the customer authorizes such release, and the authorization is in compliance with any restrictions or regulations adopted by PUCT.
  2. When a customer requests aggregating, brokering and/or consulting services from a TEPA Member, such Member shall disclose to the customer upon the customer’s request; i.) all of the Member’s trade and/or commercial names; ii.) any agency relationships the TEPA Member may have with any retail electricity providers (“REPs”); and iii.) the TEPA Member’s sources and amounts of compensation for providing such aggregating, brokering, and/or consulting services.  A TEPA Member shall not, either expressly or implicitly, in writing or verbally, provide the customer with the impression or belief that such aggregating, brokering, and/or consulting services are “free” to the customer.
  3. A TEPA Member shall not charge an excessive amount to the Customer for work performed, with the TEPA Board of Directors making such determinations as to the reasonableness of amounts and commissions charged by TEPA Members to the customers. In no event shall a TEPA Member charge its customer more than $.005 per kWh for the sole purpose of procuring the customer energy.
  4. A TEPA Member shall conduct its business with honesty and integrity and with a spirit of fairness during all business interactions with customers and suppliers.
  5. A TEPA Member shall not provide false or misleading information in response to a request for information from a customer, and all bids from suppliers will be shared completely and truthfully with customers.
  6. A TEPA Member shall conduct itself in a manner which commands respect and confidence in the services it provides. A TEPA Member shall work in harmony with other TEPA Members, with its clients, and with REPs so as to uphold the integrity of TEPA Members within the deregulated electric industry in Texas.
  7. A TEPA Member shall be qualified, by knowledge and experience, for the work it undertakes. A TEPA Member shall not endanger the interest of the public or its clients by attempting to handle projects for which it is not qualified or for which it cannot find competent technical assistance.
  8. A TEPA Member shall not disseminate or use any form of agreement, advertisement, or other printed material which would be reasonably considered harmful to the deregulated electric industry.
  9. A TEPA Member shall ensure that all of its employees, agents, contractors, officers and directors are made aware of this Code of Conduct and comply with its terms.
  10. A TEPA Member understands that the deregulated electricity industry must be proactive in dealing with actions by aggregators, brokers, and/or consultants which are contrary to this Code of Conduct, and therefore, agrees to comply with any discipline committee investigations and hearings regarding any actions of an employee, agent, contractor, officer or director of the TEPA Member.
  11. A TEPA Member shall pay its dues to TEPA in a timely manner and will comply with all raises in dues or other assessments agreed to by the Board of Directors and/or the Members of TEPA, as the case may be.
  12. A TEPA Member shall meet all continuing education requirements imposed on the TEPA Membership by its Board of Directors and/or Members, as the case may be.

B. DISCIPLINARY COMMITTEE

  1. The Board of Directors shall appoint a five (5) person committee (“Disciplinary Committee”) to oversee the compliance of the TEPA Membership with the Code of Conduct provided herein.
  2. The Disciplinary Committee shall be comprised of five (5) individuals who are employees, officers, directors, shareholders, members or agents of a TEPA Member, but none of the individuals shall be affiliated with the same TEPA Member (i.e. two of the five members shall not be employees, officers or agents of the same TEPA Member). Appointment to the Disciplinary Committee shall be for a lifetime tenure, with the Member serving until such time as: (i.) the member elects to resign his or her position; (ii.) the member ceases to be a TEPA Member or serve as an officer, director, employee, member or agent of a TEPA Member; or (iii). The Board of Directors votes unanimously to remove the member from the Disciplinary Committee because of a determination that the member failed to reasonably comply with the terms and conditions of this Code of Conduct as a Disciplinary Committee member or as a TEPA Member. Vacancies shall be filled by an appointment from the then current Board of Directors. Disciplinary Committee members are specifically prohibited from serving on the Board of Directors while serving on the Disciplinary Committee.
  3. In the event that a disciplinary complaint is brought against one of the three acting Disciplinary Committee members or any company in which they serve as an officer, director, employee or agent for, then that member shall disqualify himself from hearing the complaint, and the remaining two Disciplinary Committee members shall select another employee, officer, director, member or agent of a TEPA Member (the “temporary member”), and such temporary member shall not be affiliated with the same TEPA Member as any of the three current Disciplinary Committee members. Once the matter is resolved in which a current Disciplinary Committee member is involved then the temporary member shall cease its activities on the Disciplinary Committee and the current Disciplinary Committee members shall resume their duties, and the Board of Directors shall not appoint any individual to the Disciplinary Committee if such individual is currently serving on the Board of Directors.
  4. The Disciplinary Committee members shall elect a committee chairperson (the “Disciplinary Committee Chair”), annually, at the committee’s next meeting following the election of the TEPA Board of Directors.

C.  COMPLAINT PROCESS

  1. All complaints against a TEPA Member shall be directed to the Disciplinary Committee Chair. Complaints may be made by any individual customer, TEPA Member, Board of Director(s), REP or other party with an interest in the activities of TEPA Members.
  2. Upon receipt of a complaint (whether written or verbal), the Disciplinary Committee Chair shall review the complaint, and if the Disciplinary Committee Chair reasonably determines the complaint is legitimate, shall provide the complaint to the other Disciplinary Committee members, and shall also provide a summary of the complaint to the Board of Directors, with such summary provided within two (2) weeks of receipt of the complaint. The Disciplinary Committee Chair shall also then provide a copy of the complaint to the TEPA Member whose actions are being brought into question, and such TEPA Member shall be permitted to respond to the complaint.
  3. The Disciplinary Committee members shall then coordinate to task of gathering documentation and other evidence necessary to determine the validity of the complaint. If the Disciplinary Committee members determine that a hearing is necessary, then it shall conduct a hearing (whether in person or via telecommunications) with the TEPA Member and complainant both being invited to attend. There shall be no requirement for a hearing, but a hearing will be conducted solely at the discretion of the Disciplinary Committee.
  4. Following the Disciplinary Committee’s collection and review of the relevant data, documentation, and, if it deems necessary, testimony, then the Disciplinary Committee shall vote to determine if the TEPA Member has violated the Code of Conduct, with the majority ruling. In the event the majority of the Disciplinary Committee members find that a violation of the Code of Conduct has occurred then they shall make a recommendation on the penalty to impose for the violation, based upon the approved penalties provided herein. All determinations shall be completed in a timely and efficient manner, and in the Disciplinary Committee’s final determination shall be reached within one (1) month of receipt of the complaint, unless it is reasonably determined that the Disciplinary Committee cannot complete collection of all the relevant information within such one (1) month period due to delays beyond the Disciplinary Committee’s control.
  5. The Disciplinary Committee Chair shall write a report addressed to the Board of Directors, the TEPA Member against whom the complaint was filed and the complainant detailing the findings of the Disciplinary Committee and its recommended penalty, with such report provided to the Board of Directors within two (2) weeks of the Disciplinary Committee reaching a final determination.
  6. The Board of Directors shall review the report from the Disciplinary Committee Chair at its next meeting and vote on the penalty to impose on the TEPA Member against whom the complaint was filed. The Board of Directors is under no obligation to accept the recommendation of the Disciplinary Committee but may impose a lesser or greater penalty at its discretion.
  7. Following the decision of the Board of Directors, the President of the Board of Directors shall provide written notice to the Disciplinary Committee Chair detailing the punishment agreed to by the Board of Directors.
  8. The Disciplinary Committee Chair shall then provide written notice to the TEPA Member against whom the complaint was filed and to the complainant detailing the punishment agreed to by the Board of Directors and outlining the terms of enforcement of the punishment, if punishment was rendered.

D.  PENALTIES

Each TEPA Member shall be subject to the following penalties for a violation of the Code of Conduct (one or more of the penalties can be required for each violation):

  1. A fine in an amount to be determined by the Disciplinary Committee and approved by the Board of Directors;
  2. Requirement to provide a written apology to the complainant;
  3. Suspension from TEPA for a period of no less than 3 months and no more than 2 years; or
  4. Termination of the TEPA Member’s membership in TEPA.

E.  FAILURE TO PAY DUES/ASSESSMENTS

In the event any TEPA Member shall fail to pay its membership dues or any assessments required by the Board of Directors then the process provided in Section C above shall not be required for termination of the defaulting TEPA Member’s membership rights. Dues are assessed on a calendar year basis and are due by January 31 in each calendar year, or on the Monday following if January 31 falls on a weekend.  In the event annual dues from any Member are not received by TEPA on or before March 15, the overdue Member will be sent a final notice (first class mail and via Email).  If the renewal is not received by April 1 (or the Monday following if April 1 falls on a weekend) or some method of payment (including term payments) is not requested on or before April 1 by the overdue Member, then the Member will automatically lose its membership.

F.  DECISIONS NOT SUBJECT TO REVIEW

The TEPA Member signing this Code of Conduct below hereby agrees to be bound and comply with all decisions made by the Disciplinary Committee and the Board of Directors as provided for herein. The decisions reached based upon this Code of Conduct may not be appealed to any court of law or other party. The Disciplinary Committee, and then the Board of Directors, shall have the sole authority to levy the punishments and penalties imposed herein for violation of this Code of Conduct. Nothing herein shall be construed as limiting any parties rights to seek a judicial remedy for any claim or damages such person may have against a TEPA Member.

By executing this document the undersigned hereby acknowledges and agrees that it and all of its officers, employees, directors, members, agents and contractors shall abide by this code of Conduct, and that any violation of this Code of Conduct by the undersigned, or any of officers, employees, directors, members, agents and contractors shall subject the undersigned to the penalties provided for herein.