ORDER

WILLIAM H. STEELE, Chief District Judge.

This matter comes before the Court on defendant's Motion to Dismiss (doc. 2). The Motion has been briefed and is now ripe. Also pending is Plaintiffs' Motion for Certification of Interlocutory Appeal (doc. 36).

I. Background.

Plaintiffs, Pamela Caver, Christine Grandison and Dexter Grandison, brought this putative class action against defendant, Central Alabama Electric Cooperative ("CAEC"), asserting claims for declaratory judgment and breach of contract. CAEC is a rural electric distribution cooperative organized under Alabama law, of which plaintiffs are alleged to be current or former members. According to the well-pleaded factual allegations of the Complaint, "CAEC has repeatedly and consistently failed to refund excess revenue to its members. Generally, CAEC holds excess revenue from any given year for decades, only purporting to refund it when many of the members who are entitled to that year's refund cannot be found." (Doc. 1, Exh. A, ¶ 12.) The Complaint further alleges that, rather than issuing cash refunds of excess revenue each year, CAEC "segregates it and assigns a portion of it to each of its members through individual `capital credit accounts.'" (Id., ¶ 11.)

Plaintiffs' theory of relief is that CAEC's practice of withholding these funds violates an Alabama statute mandating that excess revenues "be distributed by the cooperative to its members as, and in the manner, provided in the bylaws, either as patronage refunds . . . or by way of general rate reductions, or by combination of such methods." Alabama Code § 37-6-20. Plaintiffs seek a declaration (including an order of restitution) that CAEC is in violation of § 37-6-20, plus damages on a breach of contract claim alleging that CAEC's bylaws are a contract that "incorporates the . . . legal obligations under Alabama Code Section 37-6-20 to refund excess revenue each year." (Doc. 1, Exh. A, ¶ 28.)1

CAEC has moved to dismiss this Complaint in its entirety on the following grounds: (i) plaintiffs' claims are preempted by the Rural Electrification Act and its accompanying regulations; (ii) plaintiffs do not have a legal right to annual cash distributions under the cited Alabama statute; (iii) plaintiffs agreed to return cash refunds to CAEC in exchange for capital account credits; and (iv) plaintiffs have neither a private right of action nor standing to sue CAEC. Plaintiffs vigorously oppose dismissal on each of these grounds.

II. Analysis.

A. Legal Standard.

Defendant's Motion posits that the Complaint fails to state claims upon which relief can be granted, and therefore is properly analyzed under Rule 12(b)(6), Fed.R.Civ.P. To withstand Rule 12(b)(6) scrutiny and comply with the minimum pleading requirements of Rule 8(a), a plaintiff must plead "enough facts to state a claim to relief that is plausible on its face," so as to "nudge[ ][its] claims across the line from conceivable to plausible." Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 570, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007). "A claim has facial plausibility when the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged." Ashcroft v. Iqbal, 556 U.S. 662, 678, 129 S.Ct. 1937, 173 L.Ed.2d 868 (2009) (citation omitted). "This necessarily requires that a plaintiff include factual allegations for each essential element of his or her claim." GeorgiaCarry.Org, Inc. v. Georgia, 687 F.3d 1244, 1254 (11th Cir. 2012). Thus, minimum pleading standards "require[ ] more than labels and conclusions, and a formulaic recitation of the elements of a cause of action will not do." Twombly, 550 U.S. at 555. As the Eleventh Circuit has explained, Twombly / Iqbal principles require that a complaint's allegations be "enough to raise a right to relief above the speculative level." Speaker v. U.S. Dep't of Health and Human Services Centers for Disease Control and Prevention, 623 F.3d 1371, 1380 (11th Cir. 2010) (citations omitted). "To survive a 12(b)(6) motion to dismiss, the complaint does not need detailed factual allegations, . . . but must give the defendant fair notice of what the plaintiff's claim is and the grounds upon which it rests." Randall v. Scott, 610 F.3d 701, 705 (11th Cir. 2010) (citations and internal quotation marks omitted).

For purposes of this Rule 12(b)(6) analysis, the Court accepts as true all well-pleaded factual allegations of the Complaint, and draws all reasonable inferences in the plaintiffs' favor. See, e.g., Keating v. City of Miami, 598 F.3d 753, 762 (11th Cir. 2010) (in reviewing Rule 12(b)(6) motion, court must "accept[] the facts alleged in the complaint as true," "draw[] all reasonable inferences in the plaintiff's favor," and "limit[] our review to the four corners of the complaint"). Notwithstanding this deference to plaintiffs' pleading at the Rule 12(b)(6) stage, it is also true that "[l]egal conclusions without adequate factual support are entitled to no assumption of truth." Mamani v. Berzain, 654 F.3d 1148, 1153 (11th Cir. 2011).

B. Section § 37-6-20 Does Not Require an Annual Cash Refund.

The central argument animating CAEC's Motion to Dismiss is that the Alabama statute on which plaintiffs' claims rest "establishes as a matter of law that the Plaintiffs have no legal or property right to demand a cash distribution of patronage capital at any time." (Doc. 2, at 16.) This contention calls for in-depth scrutiny of the terms and features of Alabama Code § 37-6-20, the statute animating plaintiffs' claims.

The basic structure of § 37-6-20 is to identify various categories of items that an electric cooperative may subtract from its revenues for any fiscal year, and to provide for "distribution" of the remainder (referred to herein as "Excess Revenues") to the cooperative's members on an annual basis. Per the express statutory language, Excess Revenues equal "[r]evenues of a cooperative for any fiscal year," less amounts necessary for each of the following: (i) "to defray expenses of the cooperative and of the operation and maintenance of its facilities during such fiscal year;" (ii) "to pay interest and principal obligations of the cooperative coming due in such fiscal year;" (iii) "to finance or to provide a reserve for the financing of, the construction or acquisition by the cooperative of additional facilities to the extent determined by the board of trustees;" (iv) "to provide a reasonable reserve for working capital;" (v) "to provide a reserve for the payment of indebtedness of the cooperative maturing more than one year after the date of the incurrence of such indebtedness in an amount not less than the total of the interest and principal payments in respect thereof required to be made during the next following fiscal year;" and (vi) "to provide a fund for education in cooperation and for the dissemination of information concerning the effective use of electric energy and other services made available by the cooperative." Alabama Code § 37-6-20.

Having defined what Excess Revenues are, the statute then directs that such funds "shall be distributed by the cooperative to its members as, and in the manner, provided in the bylaws, either as patronage refunds prorated in accordance with the patronage of the cooperative by the respective members paid for during such fiscal year or by way of general rate reductions, or by combination of such methods." Id. (emphasis added). In both their Complaint and their brief opposing the Rule 12(b)(6) Motion, plaintiffs assert that § 37-6-20 obligates CAEC to distribute Excess Revenues to its members on an annual basis via cash payment or rate reduction.2 By contrast, CAEC adopts the position that nothing in § 37-6-20 requires it to make annual cash refunds of Excess Revenues to its members, and that the statute allows it instead to distribute such Excess Revenues via accounting credits retired by the Board as cash payments many years later.3 This dispute is absolutely central to this litigation. The premise of plaintiffs' Complaint is that § 37-6-20 requires CAEC to pay out annual cash distributions of Excess Revenues, and that CAEC's practice of allocating those funds to "individual capital credit accounts" for its members and returning "excess revenues to its members as late as 30 years after these credits are earned" constitutes "a clear violation of Section 37-6-20." (Doc. 1, Exh. A, ¶¶ 11-12.) CAEC counters that the statute contains neither a requirement of cash distributions nor a prohibition on credit-based distributions. As a pure question of law, this issue of statutory interpretation (i.e., whether § 37-6-20 allows distribution of Excess Revenues by accounting credits or whether it requires such distributions to be made in cash) is well suited for resolution via Rule 12(b)(6) Motion.

In examining § 37-6-20, the Court derives guidance from relevant canons of statutory construction.4 Courts have long recognized that their "authority to interpret statutory language is constrained by the plain meaning of the statutory language in the context of the entire statute, as assisted by the canons of statutory construction." Collins v. Experian Information Solutions, Inc., 775 F.3d 1330, 1334 (11th Cir. 2015) (citation omitted). Federal courts presume that the legislature "said what it meant and meant what it said." CBS Inc. v. PrimeTime 24 Joint Venture, 245 F.3d 1217, 1222 (11th Cir. 2001) (citations omitted). To discern a statute's plain meaning, "[i]n the absence of a statutory definition of a term, we look to the common usage of words for their meaning." Id. (citations omitted). Courts "must interpret a statute in a manner consistent with the plain language of the statute unless doing so would lead to an absurd result." United States v. Wilson, 788 F.3d 1298, 1310 (11th Cir. 2015) (citation and internal quotation marks omitted).

Again, the crucial language of the relevant Alabama statute provides that when electric cooperatives accrue Excess Revenues in a fiscal year, such revenues "shall be distributed by the cooperative to its members as, and in the manner, provided in the bylaws, either as patronage refunds prorated in accordance with the patronage of the cooperative by the respective members paid for during such fiscal year or by way of general rate reductions." Ala. Code § 37-6-20. Pursuant to the plain language of the statute, then, an electric cooperative must distribute Excess Revenues "as, and in the manner, provided in the bylaws." CAEC's Bylaws thus become significant to the inquiry.5 It is undisputed that the key passage of the CAEC Bylaws relating to distribution of Excess Revenues reads as follows:

(CAEC Bylaws, § 8.02 (adopted August 11, 2006).)

To recap, then, plaintiffs' claims in this lawsuit are that CAEC is operating in violation of § 37-6-20 by failing to pay out Excess Revenues to its members in the form of cash distributions on an annual basis. On its face, the statute provides that Alabama electric cooperatives such as CAEC must distribute Excess Revenues "as, and in the manner, provided in the bylaws." CAEC's Bylaws state that such funds are to be paid out in the form of credits to each patron's capital account, with those credits being tracked in CAEC's books and records and ultimately retired by the Board of Trustees in its discretion. Thus, CAEC's Bylaws (to which § 37-6-20 defers in establishing the manner of distribution of Excess Revenues) provide for a distribution method in the form of accrual of patronage credits in capital accounts, with such credits to "have the same status as though they had been paid to the patron in cash . . . and the patron had then furnished the Cooperative corresponding amounts for capital." Certainly, then, nothing in the "as, and in the manner, provided in the bylaws" clause of § 37-6-20 or the corresponding portions of CAEC's Bylaws would lend support to plaintiffs' theory that CAEC is required to make cash payouts of Excess Revenues every year.6

Plaintiffs' position is further weakened by a straightforward, plain-language reading of other relevant provisions of § 37-6-20. Recall that the statute requires that Excess Revenues for a fiscal year "shall be distributed" to a cooperative's members "either as patronage refunds . . . or by way of general rate reductions, or by combination of such methods." Nowhere does the statute use the word "cash" or expressly forbid electric cooperatives from using methods other than cash (such as accounting credits) to "distribute" the required distributions. Nothing in the plain language used in the statute would impose a specific requirement that all such distributions be made in cash. Plaintiffs offer no persuasive argument otherwise; instead, they appear to assume that such a statutory mandate exists. In that regard, plaintiffs' principal argument is that § 37-6-20 "requires that the annually created pool be drained — the statute's word is `distributed.'" (Doc. 25, at 3.) But a common-sense, plain-meaning construction of the term "distributed" does not confine it to any one method of distribution. A distribution is still a distribution whether made via cash or accounting credits. Either way, the pool would be drained, regardless of whether the money is physically gone or simply segregated in CEAC's accounting records. In short, nowhere in their brief do plaintiffs identify a statutory, textual basis for their belief that CAEC's annual draining of its pool of Excess Revenues must take the form of direct cash payouts to members, or that draining the pool via patronage credits allocated to each member's capital account is impermissible under § 37-6-20. Plaintiffs would have this Court import into the statute limitations, constraints and requirements that are not there. Of course, a court interpreting a statute is not at liberty to engage in such judicial rewriting of its provisions to supplement, alter or improve upon what the legislature said.7

Upon examining the "distributed" and "manner" facets of § 37-6-20 collectively, the infirmities in plaintiffs' theory of liability are further exposed. By its terms, the statute provides that electric cooperatives must distribute Excess Revenues to their members on an annual basis, in the manner provided in their bylaws, either as patronage refunds or general rate reductions. As noted, there is no textual basis in § 37-6-20 for equating the term "distribute" with "make a cash payment."8 Moreover, the statute expressly defers to each cooperative's bylaws to determine the "manner" in which the distributions are made. Here, CAEC's Bylaws have established a manner of making annual distributions of Excess Revenues whereby patronage capital credits are posted to each member's capital account, with such credits to be retired over time in the Board's discretion. Far from violating the statute, CAEC's Bylaws are a permissible exercise of the discretion bestowed upon the cooperative by § 37-6-20 to devise a method of distributing Excess Revenues as patronage refunds taking the form of accounting credits.

This construction of § 37-6-20 finds support in a pair of Alabama appellate decisions. In dicta, the Alabama Court of Civil Appeals opined that "[e]ven though § 37-6-20 is not a taxing statute, it mandates that a cooperative return any excess advances to its members and allows those returns to be made in the form of patronage credits." State, Dep't of Revenue v. Mon-Cre Telephone Co-op., Inc., 702 So.2d 179, 182 (Ala.Civ.App. 1997) (emphasis added). In another case, decided more than a decade earlier, the Alabama Court of Civil Appeals found no legal defects in an electric cooperative's system whereby "[a] separate amount is set up for each patron to indicate the capital furnished during a fiscal year. . . . If at the end of the fiscal year, the payments into the accounts exceed the actual expenses, there obtains a credit in the capital accounts of the patrons. . . . Such capital was an obligation to the member against the assets of the cooperative." State v. Pea River Elec. Co-op., 434 So.2d 785, 786 (Ala.Civ.App. 1983). To be sure, Mon-Cre and Pea River were tax cases, rather than direct challenges by cooperative members seeking disgorgement of Excess Revenues under § 37-6-20. Nonetheless, the point remains that Alabama appellate courts twice looked at, and twice found no fault with, rural electric cooperative practices of distributing Excess Revenues via capital credits (rather than making cash payments), in the context of legal analyses that expressly involved the "distributed" language of § 37-6-20. These authorities, and the absence of any countervailing decisions identified by plaintiffs, further reveals the weakness of plaintiffs' legal theory.9

In light of the foregoing, the undersigned is of the opinion that plaintiffs' claims — which, again, are predicated on the notion that § 37-6-20 requires CAEC to pay out Excess Revenues to members in cash on an annual basis — fail, as a matter of law. As a matter of statutory interpretation, the Court finds that § 37-6-20 contains no such cash payout requirement, and no provisions forbidding distribution of Excess Revenues via capital credits, as contemplated by CAEC's Bylaws and as approved by the Alabama Court of Civil Appeals. In light of this construction of § 37-6-20, plaintiffs cannot sustain viable claims against CAEC on the theory that the statute requires annual cash payments to members (rather than allocation of accounting credits).10

C. CAEC Bylaws Allow Use of Capital Credits in Lieu of Refunds.

As discussed supra, the Court finds as a matter of statutory interpretation that Alabama Code § 37-6-20 does not require electric cooperatives like CAEC to distribute Excess Revenues to members in the form of annual cash payments. Because plaintiffs' Complaint is expressly tethered to the notion that the statute does in fact require cash distributions (as opposed to distribution via accounting credits to members' capital accounts), defendant's Motion to Dismiss is properly granted. That said, even if plaintiffs were correct that § 37-6-20 required distributions to be made in cash, the Complaint would still fail to state a claim upon which relief can be granted, and dismissal would remain proper.

To understand this determination, one need look no further than CAEC's Bylaws. Again, it is undisputed that those Bylaws describe a system under which CAEC issues patronage credits (including, though perhaps not limited to, Excess Revenues) to each member's capital account. The Bylaws further contain the following provision:

The Bylaws also demonstrate recognition by CAEC and its patrons that the Bylaws "shall constitute and be a contract between the Cooperative and each patron, and both the Cooperative and the patrons are bound by such contract." Plaintiffs readily acknowledge in their pleadings that the Bylaws represent a binding contract between CAEC and its members.11

The significance of the above-quoted Bylaws language is this: As part of their contract with CAEC, plaintiffs (and all other members of the cooperative) agreed that funds credited to their individual capital accounts were the same as if CAEC had paid them out in cash in compliance with a legal obligation and plaintiffs had then returned those funds to CAEC as capital contributions. So the contract sets forth plaintiffs' agreement that amounts credited to their capital accounts are the equivalent of cash payouts that plaintiffs then return to CAEC for capital. Thus, even if § 37-6-20 required CAEC to distribute Excess Revenues to plaintiffs in cash each year, the Bylaws say that everyone agrees the members' capital account credits are effectively cash payouts voluntarily returned by the members to CAEC as capital contributions. This provision of the Bylaws would, on its face, eradicate any violation of § 37-6-20 caused by CAEC's distribution of accounting credits rather than cash, inasmuch as the members had agreed to plow any cash they received back into the cooperative as capital. Seen through this lens, the conduct plaintiffs ascribe to CAEC does not violate the statute because the Bylaws erase the distinction between cash payouts and capital account credits by saying that even if plaintiffs were statutorily entitled to the former, plaintiffs authorize CAEC to use them as the latter. There can be no violation of § 37-6-20 where CAEC is crediting Excess Revenues in the manner that plaintiffs themselves have authorized it to do, even if CAEC were required by statute to make cash payouts.12 Accordingly, the Court finds that even if § 37-6-20 is properly interpreted as requiring cash distribution of Excess Revenues each year, plaintiffs and other CAEC members have contracted away that right by agreeing in the Bylaws to return such cash payments to CAEC as capital contributions, with the result being that no cash changes hands and CAEC records those contributions as accounting credits. In that scenario, there is no statutory violation, and plaintiffs' claims fail as a matter of law. Defendant's Motion to Dismiss is properly granted on this separate, independent ground, as well.13

D. Plaintiffs' Motion for Interlocutory Appeal.

Also pending is Plaintiffs' Motion for Certification of Interlocutory Appeal (doc. 36). That Motion is aimed at the jurisdictional ruling of August 11, 2015, wherein the Court adopted the Report and Recommendation's conclusion that CAEC properly removed this action under the federal officer removal provisions of 28 U.S.C. § 1442(a). Of course, one criterion for certification of an issue for interlocutory appeal is that "immediate appeal from the order may materially advance the ultimate termination of the litigation." 28 U.S.C. § 1292(b); see also McFarlin v. Conseco Services, LLC, 381 F.3d 1251, 1259 (11th Cir. 2004) ("This is not a difficult requirement to understand. It means that resolution of a controlling legal question would serve to avoid a trial or otherwise substantially shorten the litigation."). The Court finds that this element is not present here. After all, at the time plaintiffs moved for certification of the jurisdictional issue for interlocutory appeal, CAEC's Motion to Dismiss on the merits had already been briefed and was ripe for adjudication. Under these circumstances, the most efficient means of advancing the ultimate termination of the litigation was to rule on the Motion to Dismiss, after which plaintiffs are free to appeal both the jurisdictional and the merits determinations if they choose, rather than engaging in inefficient piecemeal appeals of jurisdictional and merits rulings. Accordingly, the Motion for Certification of Interlocutory Appeal is denied.14

III. Conclusion.

For all of the foregoing reasons, it is ordered as follows:

DONE and ORDERED.