Plaintiffs-Appellants appeal from the district courts dismissal of claims brought against electric cooperatives and the Tennessee Valley Authority (together, "defendants"). Members of the electric cooperatives ("plaintiffs") brought an action against the defendants, claiming that the cooperatives ("Cooperatives") refused to distribute refunds or to reduce electricity rates as required when electric cooperatives have excess revenue. The Cooperatives were prohibited from distributing the refunds on the basis of their contracts with the Tennessee Valley Authority ("TVA"), which supplies the Cooperatives with electricity. The plaintiffs also asserted that the Cooperatives failed to keep adequate records. The district court dismissed the plaintiffs state-law claims without prejudice because these claims should have been filed as a derivative suit, and it dismissed the plaintiffs federal-law claims with prejudice. For the reasons discussed below, we AFFIRM the judgment of the district court.