gy r e n e K C E le ct ri
er c C oop
a ti v e,
In c
B Y L A W S
EFFECTIVE DATE: JANUARY 1, 2016
CKenergy Electric Cooperative Founding Trustees Rex Eagan, Clinton Gary Brewster, Ft. Cobb Marvin Hankins, Weatherford Walter Hrbacek, Apache Greg Little, Carnegie Jack McLemore, Colony Herman Myers, Anadarko Don Payne, Mt. View Glenn Propps, Sickles Fred Reuter, El Reno Jack Sawatzky, Cordell John Shaufele, Lone Wolf Mark Slemp, Gracemont Robert Travis, Thomas Jevon West, Hammon Donald Wright, Ft. Cobb
CKenergy Electric Cooperative, Inc. P.O. Box 70 Binger, Oklahoma 73009 Office Phone: 405-656-2322 Outage/Emergency No: 405-656-2322 or 888-832-3362 Fax No: 405-656-2327 Web Site: www.ckenergy.coop i
Table of Contents Description of By-Law Section
Page No.
ARTICLE I – Membership
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ARTICLE II – Rights and Liabilities of Members
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ARTICLE III – Meetings of Members
ARTICLE IV – Trustees
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ARTICLE V – Meetings of Trustees
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ARTICLE VI – Officers
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ARTICLE VII – Disposition of Revenues and Receipts
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ARTICLE VIII – Disposition of Property
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ARTICLE IX – Seal
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ARTICLE X – Financial Transactions
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ARTICLE XI – Miscellaneous
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ARTICLE XII – Amendments
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ARTICLE XIII – Indemnification
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ARTICLE XIV – Cooperative Policy
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ARTICLE XV – Saving Clause
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Exhibit to By-Laws Attachment ‘A’ – Public Safety
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ARTICLE I
Membership Section1. Requirements for Membership. Any person, firm, association, corporation or body politic or sub-division with the ability to enter into a legally binding agreement or contract thereof may become a member in CKenergy Electric Cooperative, Inc., (Hereinafter called the “Cooperative�) by: (a) Making and filing an application for membership therein, which applications may be in writing, by FAX or other electronic transmission; and (b) Agreeing to purchase from the Cooperative electric energy as hereinafter specified; and (c) Agreeing to comply with and be bound by the articles of consolidation and by-laws of the Cooperative and any rules and regulations adopted by the Board of Trustees; and (d) Paying the membership fee hereinafter specified; provided, however, that no person, firm, association, corporation or body politic or subdivision thereof shall become a member until that applicant has paid any outstanding debt or past due account balances with the Cooperative regardless of the age of the past due amount. No member may hold more than one membership in the Cooperative, and no membership in the Cooperative shall be transferable. Section 2. Joint Membership. Joint membership shall be defined as requesting service at one or more locations by more than one person, firm, association, LLC, political sub-division, partnership or other entity, that has a common interest in the service being delivered to each location. Such person, persons or entity requesting services shall be considered as one membership, which shall be a joint membership for all purposes, subject to the following conditions: (a) Such joint membership shall be considered as one member and has one vote; (b) A waiver of notice signed by any joint member shall constitute a waiver of notice; (c) Notice of one joint member shall constitute notice to all; (d) Expulsion of one joint member shall terminate the joint membership; (e) Withdrawal of membership by any joint member shall ter-
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minate the joint membership; (f) Only one joint member may be elected or appointed as an officer or trustee, provided that such person meets the qualifications for such office; (g) Unless converted, future Patronage Capital allocations are based upon the application on file with Cooperative.
Section 3. Conversion of Membership.
(a) In the event of a change in a joint membership, a joint membership may be converted to a new joint or single membership. Patronage capital allocations shall be based on the membership records of the Cooperative as of the date of any such change. (b) Upon the death of either spouse who is a party to the joint membership, the surviving spouse shall retain the membership. In the event of remarriage, the membership shall be converted to a joint membership upon written notice to the Cooperative. Patronage capital allocations shall be based upon the status of the membership in the records of the Cooperative. Section 4. Membership and Service Connection Fees. The one-time membership fee shall from time to time be fixed by the Board of Trustees. Upon payment of membership fee and the payment of such additional service fees as shall be fixed by the Board of Trustees, a member shall be eligible for one service connection. An additional fee in such amount as shall be fixed by the Board of Trustees shall be charged for each additional service connection. No membership fee is required for additional connections.
Section 5. Purchase of Electric Energy.
a) Each member shall, as soon as electric energy shall be available, purchase from the Cooperative all electric energy subject to board policies and applicable laws used on the premises specified in their application for membership, and shall pay therefore monthly at rates which shall from time to time be fixed by the Board of Trustees. Each member shall pay to the Cooperative such minimum amount per month as shall be fixed by the Board of Trustees from time to time, regardless of the amount of electric energy consumed. Each member shall also pay all amounts owed
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to the Cooperative as and when the same shall become due and payable. b) Members shall also comply with all Rules and Regulations as set forth in Article XI, Section 3 of these by-laws. Section 6. Termination of Membership. Any member may withdraw from membership upon compliance with such uniform terms and conditions as the Board of Trustees may prescribe. The Board of Trustees of the Cooperative may, by the affirmative vote of not less than two-thirds of all the trustees, expel any member who shall have refused or failed to comply with any of the provisions of the Articles of Consolidation, by-laws or rules or regulations adopted by the Board of Trustees, but only if such member shall have been given written notice by the Secretary of the Cooperative that such refusal or failure shall have continued for at least ten days after such notice was given. Any expelled member may be reinstated by vote of the Board of Trustees or by vote of the members at any annual or special meeting. Upon the withdrawal, death, cessation of existence or expulsion of a member, the membership of such member shall terminate upon notice to the Cooperative. Termination of membership in any manner shall not release the member or the estate of a member from any debts due to Cooperative.
ARTICLE II
Rights and Liabilities of Members Section 1. Property Interest of Members. Upon dissolution, after (a) all debts and liabilities of the Cooperative shall have been paid, and (b) all capital furnished through patronage shall have been retired as provided in these by-laws, the remaining property and assets of the Cooperative shall be distributed among the members and former members in the proportion which the aggregate patronage of each bears to the total patronage of all members. Section 2. Non-Liability for Debts of the Cooperative. The private property of the members shall be exempt from execution or other liability for the debts of the Cooperative and no member shall be individually liable or responsible for any debts or liabilities
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of the Cooperative. Section 3. Right of Member to a Hearing on Grievance. Any member who has a complaint arising from any service performed by the Cooperative for that member, and who feels their complaint is not satisfactorily settled by discussion and negotiation with the proper operational personnel or staff of the Cooperative, shall submit a request in writing to the Board of Trustees of the Cooperative for an opportunity to present their case to the Board. The Board shall arrange for the member’s appearance before a regular meeting of the Board and notify said member of the same not less than ten (10) days prior to such regular meeting. At such time, the member may present their grievance to the Board and following the member’s appearance, but not more than ten (10) days thereafter, the Board will inform the member, in writing, of its decision in the case. The decision of the Board, as contained in the notification to the member will be a final decision in all events, and no further right of hearing shall exist or be available to the aggrieved member.
ARTICLE III
Meetings of Members Section 1. Annual Meeting. The annual meeting of the members shall be held on any date between May 1 and September 30, at such a place or places within the Cooperative service territory, or any portion thereof, as selected by the Board of Trustees and which shall be designated in the notice of the meeting for the purpose of passing upon reports for the previous fiscal year and transacting such other business as may come before the meeting. The annual meeting shall not fall on or be scheduled on a Sunday or legal holiday. Failure to hold the annual meeting at the designated time shall not work a forfeiture or dissolution of the Cooperative. The annual meeting may be held at multiple locations within the territory of the Cooperative, if said meeting can be simultaneously broadcast through electronic communication as determined by the Board of Trustees and as allowed by law. Section 2. Special Meetings. Special meetings of the members may be called by resolution of the Board of Trustees, or upon a written request signed by any three trustees, by the president, or by a petition of ten percent or more of all the members,
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and it shall thereupon be the duty of the secretary to cause notice of such meeting to be given as hereinafter provided. A petition by the membership begins by a dated written letter to the President stating the reason for the special meeting of the membership and must be fully signed by ten percent of the membership within ninety days of the said date of the written letter. Each member signing the petition must be a member in good standing with the cooperative, name(s) shall be legibly printed alongside the signatory, and the signature shall be dated by each member. All petitions must be delivered to the Cooperative’s office and addressed to the President of the Board of Trustees. The President has ninety days to set the date, time and location of this petitioned meeting. Special meetings of the members may be held at any place within one (1) of the counties, and within the State of Oklahoma, as designated by the Board of Trustees and shall be specified in the notice of the special meeting. Section 3. Notice of Members’ Meetings. Written or printed notice stating the place, day and hour of the meeting and, in case of a special meeting, a district meeting or an annual meeting at which business other than that listed in Section 8 of this article is to be transacted, the purpose or purposes for which the meeting is called, shall be delivered not less than ten days nor more than twenty-five days before the date of the meeting, by or at the direction of the secretary, or upon a default in the duty by the secretary, by the persons calling the meeting, to each member. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail, addressed to the member at their Cooperative address, with postage thereon prepaid. If allowed by law, other methods of notice may be authorized by the Board of Trustees. The failure of any member to receive notice of the annual or special meeting of the members shall not invalidate any action, which may be taken by the members at any such time. Section 4. Quorum. Five percent of all members, present in person, shall constitute a quorum for the transaction of business at all meetings of the members. If less than a quorum is present at any meeting, a majority of those present in person may adjourn/ recess the meeting from time to time without further notice, provided, a list of the members present shall be maintained. Section 5. Voting. Each member shall be entitled to only one vote. All questions shall be decided by a majority of the members voting thereon except as otherwise provided by law, the
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Articles of Consolidation or these by-laws. (a) Voting by mail may be permitted at any annual or special meeting of the members on any proposal or question submitted at the discretion of the Board of Trustees or petitioned by five percent of the membership provided that such proposal shall be submitted in writing and a written or printed copy thereof furnished to each member not less than twenty (20) days prior to the meeting at which such proposal is to be voted upon, together with an appropriate ballot to be used for such vote. If allowed by State law, other methods of voting may be authorized by action of the Board of Trustees. Any member who votes shall return their ballot to the office of the Cooperative to reach said office at least five (5) days prior to such meeting. (b) Voting by members other than members who are natural persons shall be allowed upon the presentation to the Cooperative, prior to, or upon registration at, each member meeting, of satisfactory evidence entitling the person presenting the same to vote. Section 6. Trustee Districts. Based upon geographic, regional, population, membership, subdivision, economic development, permanent or full residency, seasonal or partial residency, or other equitable consideration determined by the Board, the Board shall divide the general area in which the Cooperative Provides Cooperative Services (“Cooperative Service Area”) into twelve districts that equitably represent the individual Members (“Trustee Districts”). Trustee Districts should provide equitable representation on the Board from throughout the Cooperative Service Area. Periodically, based upon geographic, regional, population, membership, subdivision, economic development, permanent or full residency, seasonal or partial residency, or other equitable consideration determined by the Board, the Board may revise the Trustee Districts to ensure that the Trustee Districts equitably represent the Members. The Trustee Districts provide equitable representation on the Board from throughout the Cooperative Service Area. Within thirty days following a Trustee District revision, and at least sixty days before the next Annual Member Meeting, the Cooperative must notify, in writing or Electronically, Members affected by the Trustee District revision. Trustee District revisions are effective on the date the Board of Trustees approve the Trustee District revision. A Trustee District revision may not: (1) increase an existing Trustee’s Term; or (2) unless the affected Trustee consents in writ-
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ing, shorten an existing Trustee’s Term. The former Caddo Electric Cooperative service territory shall have nine districts and the former Kiwash Electric Cooperative service territory shall have three districts. Section 7. Nomination and Election of Trustees. The following procedure shall be followed in the election of trustees: at a meeting of the Board of Trustees not less than sixty (60) days preceding each annual meeting of the members, the trustees shall fix a date which shall not be less than fourteen (14) nor more than thirty (30) days preceding the annual meeting of the members for the holding of a district meeting for the members residing therein in each of the twelve (12) districts for the purpose of electing by ballot, as the law permits, from the members of each district a trustee to serve as a trustee of the Cooperative. The Board of Trustees shall call the meetings and cause notice of each district meeting to be mailed or sent by electronic transmission, as the law permits, by the secretary to each member not less than ten (10) days before the meeting, which call and notice shall indicate the district in which each member belongs. Each district meeting shall be called to order by the trustee or in his/her absence, by any member residing within the district. The members shall then proceed to elect a chair, who shall be someone other than a trustee or potential trustee candidate, and a secretary, each to act for the duration of the meeting. The order of business at the district meetings of the members shall be substantially as follows: a) Call to Order. b) Report as to the number of members present in order to determine the existence of a quorum. c) Election of the Chairperson and Secretary of the meeting. d) Reading of the notice of the meeting and proof of the mailing thereof. e) Presentation and consideration of reports of officers, trustees and committees, where applicable. f) Election of Trustees. g) Adjournment. Five (5) percent of the members residing in the district present or accounted for at such duly called district meeting shall
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constitute a quorum. Members of other districts at the meeting may be heard, but shall have no vote. Voting by proxy shall not be permitted at such district meetings. The member in each voting district receiving the highest number of votes at the election held at such district meeting shall be elected a trustee of the Cooperative to take office immediately following the ensuing annual meeting of the members. The incumbent or any trustee candidate shall not be allowed to tally the votes. A representative of the Board of Trustees, from another district, shall oversee the district meeting process and advise the chair and secretary of the meeting. Any dispute will be settled by the Board of Trustee representative. Each trustee shall serve for a period of three years for which they are elected or until his successor shall have been elected and shall have qualified. The chairman and the secretary of each district meeting shall certify the minutes of the meeting and shall immediately deposit the same with the secretary of the Cooperative and said minutes shall show the name of the person elected a trustee by the district. In the event a quorum is not present at such duly called district meeting the trustee holding office at that time shall continue in office for the ensuing term. The first election cycle shall be in 2016 and shall be in the order stated within the Articles of Consolidation. In 2016, Trustee Districts 2, 4, 9 and 10 shall be in the first election cycle. In 2017, Trustee Districts 3, 5, 8, and 11 shall be in the second election cycle. In 2018, Trustee Districts 1, 6, 7, and 12 shall be in the third election cycle. The three year term rotation shall follow in the order stated above. Section 8. Order of Business. The order of business at the annual meeting of the members and, so far as possible, at all other meetings of the members, shall be essentially as follows: 1. Secretary of the Trustees shall report as to the number of members present in order to determine the existence of a quorum. This number would include any attendance that is by electronic means or multiple locations (as allowed by law) and to the extent authorized by the Board of Trustees. 2. Reading of the notice of the meeting and proof of publication (mailing) or proper notice of delivery thereof, or the waiver or waivers of notice of the meeting, as the case may be.
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3. Consideration of unapproved minutes of previous meeting and the taking of necessary action thereon. 4. Consideration of financial condition or other reports of officers, trustees and committees, and the taking of necessary action thereon. 5. Report the Trustee Election Results and/or any additional required election(s) of trustee. 6. Old business. 7. New business. 8. Adjournment.
ARTICLE IV Trustees
Section 1. General Powers. The business and affairs of the Cooperative shall be managed by a board of twelve trustees which shall exercise all of the powers of the Cooperative except such as are by law, the articles of consolidation or these by-laws conferred upon or reserved to the members. The Board of Trustees may propose to amend the number of trustees to not more than fifteen and not less than five; however, the membership must vote on this issue during an annual meeting of the members by a majority vote. Section 2. Qualifications. No person shall be eligible to become or remain a trustee or to hold any position of trust in the Cooperative who: (a) Is not a member of the Cooperative and an actual user at their primary residence premises of electric energy made available by the Cooperative and bona fide resident of the particular district which they are to represent; or (b) Is in any way employed by or financially interested in a competing enterprise or a business selling electric energy or supplies to the Cooperative, or a business primarily engaged in selling electrical or renewable energy services, appliances, fixtures or supplies to the members of the Cooperative; or (c) Is the incumbent of or candidate for an elective public office in connection with which a salary or compensation in excess of one hundred dollars per annum is paid; or (d) Is an employee of the Cooperative; or
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(e) Is a close relative of an incumbent Trustee or of an employee of the Cooperative. As used in these By-laws, “close relative� is defined as a person who is related to the principal person by consanguinity or affinity within the third degree, including but not necessarily limited to, a person who is either a spouse, child, grandchild, great grandchild, parent, grandparent, great grandparent, brother, sister, aunt, uncle, nephew, or niece, by blood or in-law of the principal; or (f) Has been convicted of a felony; or (g) Is not willing to adopt or agree to reasonable cooperative policies regarding standard business Code of Conduct including, but not limited to, confidentiality, conflict of interest, fiduciary obligations, noncompetition, and public disclosure of campaign funding prior to cooperative elections for Cooperative Trustee position. Upon establishment of the fact that a trustee is holding office in violation of any of the foregoing provisions, it shall immediately become incumbent upon the Board of Trustees to remove such trustee from office. Nothing contained in this section shall affect in any manner whatsoever the validity of any action taken at any meeting of the Board of Trustees.
Section 3. Removal of Trustees.
By the Members: a) Any member may bring charges against a trustee by filing such charges in writing with the secretary, together with a petition signed by at least ten percent of the members and request the removal of such trustee by reason thereof. The trustee against whom such charges have been brought shall be informed in writing of the charges at least five days prior to the meeting at which the charges are to be considered and shall have an opportunity at the meeting to be heard in person or by counsel and to present evidence in respect of the charges; and the person or persons bringing the charges against the trustee shall have the same opportunity. The question of the removal of such trustee shall be considered and voted upon at the next regular or special meeting of the members and any vacancy created by such removal may be filled by vote of the members at such meeting without compliance
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with the foregoing provisions with respect to nominations, except that the new trustee must reside in the same district as the trustee in respect of whom the vacancy occurs. By the Trustees: b) Removal of a Trustee for good cause shown shall be accomplished by a two-thirds vote of the Board of Trustees. Section 4. Vacancies. Subject to the provisions of these by-laws with respect to the filling of vacancies caused by the removal of trustees by the members, a vacancy occurring in the Board of Trustees shall be filled by the affirmative vote of a majority of the remaining trustees for the unexpired portion of the term of the trustees in respect of whom the vacancy occurs. The member elected as trustee to fill the vacancy must reside in the same district as the trustee to whose office he succeeds. Section 5. Fees and Expenses of Trustees. Trustees are not employees of the Cooperative. As determined or approved by board policies, however, the Cooperative may pay or reimburse Trustees a fixed fee and expenses for attending a: (1) Board Meeting; (2) function, meeting, or event involving or related to the Cooperative; or (3) function, meeting, or event involving, related to, or reasonably enhancing the Trustee’s ability to serve in, the role of Trustee. No Trustee shall receive compensation for serving the Cooperative in any other capacity. No close relative of a Trustee shall receive compensation for serving the Cooperative, unless the payment of compensation shall be specifically authorized by a vote of the members, or the service by such trustee or close relative shall have been certified by the Board of Trustees as an emergency measure.
ARTICLE V
Meetings of Trustees Section 1. Regular Meetings. A regular meeting of the Board of Trustees shall be held monthly at such time and place within the area served by the Cooperative, as the Board of Trustees may provide by resolution, unless all Trustees consent to its
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being held in some other place in the State of Oklahoma, or elsewhere. Such regular monthly meetings may be held without notice other than such resolution fixing the time and place thereof. Section 2. Special Meetings of the Trustees. Special meetings of the board may be called by resolution of the Board of Trustees, or upon a written request signed by any three trustees, or by the president. Section 3. Notice of Trustees’ Meetings. Written notice of the time, place and purpose of any regularly scheduled meeting of the Board of Trustees shall be delivered not less than five days previous thereto, either personally, electronically, or by mail, by or at the direction of the secretary, or upon a default in duty by the secretary, by the president or the trustees calling the meeting, to each trustee. If mailed or electronically transmitted, such notice shall be deemed to be delivered when deposited in the United States Mail addressed to the trustee at his address as it appears on the records of the Cooperative with postage thereon prepaid or transmitted electronically per Cooperative records. Section 4. Quorum. A majority of the Board of Trustees shall constitute a quorum, provided, that if less than such majority of the trustees is present at said meeting, a majority of the trustees present may recess the meeting from time to time; and provided further, that the secretary will notify any absent trustees of the time and place of such recessed meeting. The act of the majority of the trustees present at a meeting at which a quorum is present shall be the act of the Board of Trustees unless otherwise provided in these by-laws.
ARTICLE VI Officers
Section 1. Number. The officers of the Cooperative shall be a president, vice-president, secretary and treasurer and all shall be members of the Board of Trustees. The offices of secretary and of treasurer may be held by the same person. The Trustees may create an assistant secretary/treasurer position that may or may not be a member of the Board of Trustees. Section 2. Election and Term of Office. The officers shall
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be elected, by ballot, annually by the Board of Trustees at the first regularly scheduled meeting of the Board of Trustees held after the annual meeting of the members. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until the first meeting of the Board of Trustees following the next succeeding annual meeting of the members or until their successor shall have been elected and shall have qualified. A vacancy in any office shall be filled by the Board of Trustees for the unexpired term. Section 3. Removal of Officers and Agents by Trustees. Any officer or agent elected or appointed by the Board of Trustees may be removed by the Board of Trustees whenever in its judgment the best interests of the Cooperative will be served thereby. In addition, any members of the Cooperative may bring charges against an officer by filing such charges in writing with the secretary, together with a petition signed by ten percent of the members and request the removal of the particular officer by reason thereof. The officer against whom such charges have been brought shall be informed in writing of the charges at least five days prior to the meeting at which the charges are to be considered and shall have an opportunity at the meeting to be heard in person or by counsel and to present evidence in respect of the charges; and the person or persons bringing the charges against the trustee shall have the same opportunity. The question of the removal of such officer shall be voted upon at the next regular or special meeting of the members. Section 4. President. The president shall: (a) be the principal executive officer of the Cooperative and, unless otherwise determined by the members or the Board of Trustees, shall preside at all meetings of the members and the Board of Trustees; (b) sign, with the secretary, certificates, the issue of which shall have been authorized by the Board of Trustees or the members, and may sign any deeds, mortgages, deeds of trust, notes, bonds, contracts or other instruments authorized by the Board of Trustees to be executed, except in cases in which the signing and execution thereof shall be expressly delegated by the Board of Trustees or by these by-laws to some other officer or agent of the Cooperative, or shall be required by law to be otherwise signed or ex-
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ecuted; and (c) in general perform all duties incident to the office of president and such other duties as may be prescribed by the Board of Trustees from time to time. Section 5. Vice-President. In the absence of the president, or in the event of their inability or refusal to act, the vicepresident shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-president shall also perform such other duties as from time to time may be assigned by the Board of Trustees. Section 6. Secretary. The secretary shall: (a) Keep the minutes of the meetings of the members and of the Board of Trustees in one or more books, provided for that purpose; and not less than 5 days prior to any meeting of members, he or she shall send to each member a copy of the unapproved minutes of previous meetings of members, and he or she shall send a copy of the officers’ reports to each member, not less than 10 days prior to the annual meeting. (b) Be custodian of the corporate records and of the seal of the Cooperative and affix the seal of the Cooperative to all certificates of membership prior to the issue thereof and to all documents, the execution of which on behalf of the Cooperative under its seal is duly authorized in accordance with the provisions of these by-laws; (c) Keep a register of the names and post office addresses of all members; (d) Sign, with the president, resolution or certification, the issue of which shall have been authorized by the Board of Trustees or the members; (e) Have general charge of the books of the Cooperative in which a record of the members is kept; (f) Keep on file at all times a complete copy of the Articles of Consolidation and by-laws of the Cooperative containing all amendments thereto, which copy shall always be open to the inspection of any member, and at the expense of the Cooperative, forward a copy of the by-laws and all amendments thereto to each member; and (g) In general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the Board of Trustees. Section 7. Treasurer. The treasurer shall: (a) Have charge and custody of and be responsible for all funds and securities of the Cooperative; (b) Be responsible for the receipt of
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and the issuance of receipts for moneys due and payable to the Cooperative from any source whatsoever, and for the deposit of all such moneys in the name of the Cooperative in such bank or banks as shall be selected in accordance with the provisions of these by-laws; and (c) In general perform all the duties incident to the office of treasurer and such other duties as from time to time may be assigned to him or her by the Board of Trustees. Section 7a. Assistant Secretary/Treasurer. The Board of Trustees may create the office of Secretary/Treasurer that shall, in the absence or unavailability of the Secretary and Treasurer, perform the duties and obligations of such Officer(s) and such other duties as from time to time may be assigned by the Board of Trustees. Section 8. Chief Executive Officer (CEO)/ General Manager. The Board of Trustees will appoint a CEO/manager (agent) who may be, but who shall not be required to be, a member of the Cooperative. The manager shall perform such duties and shall exercise such authority as the Board of Trustees may from time to time vest in them. Section 9. Bonds/Insurance Coverage of Officers. The treasurer and any other officer, agent or employee of the Cooperative charged with responsibility for the custody of any of its funds or property shall be bonded or properly insured in such sum and with such surety as the Board of Trustees shall determine. The Board of Trustees in its discretion may also require any other officer, agent or employee of the Cooperative to be bonded or insured in such amount and with such surety as it shall determine. Section 10. Compensation of Employees. The Board of Trustees shall adopt a competitive wage and salary plan and benefit program to compensate all personnel that are employed by the Cooperative. Section 11. Reports. The officers of the Cooperative shall submit at each annual meeting of the members, reports covering the business of the Cooperative for the previous fiscal year, which reports shall set forth the condition of the Cooperative at the close of such fiscal year.
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ARTICLE VII
Disposition of Revenues and Receipts “Non-Profit Operation” Section 1. Interest or Dividends on Capital Prohibited. The Cooperative shall at all times be operated on a cooperative non-profit basis for the mutual benefit of its patrons. No interest or dividends, other than “patronage dividends” as defined below shall be paid or payable by the Cooperative on any capital furnished by its patrons. Section 2. Patronage Capital in Connection with Patronage Business. In the furnishing of services of all kind, including the furnishing of electric energy and power, the Cooperative’s operations shall be so conducted that all patrons will through their patronage furnish capital for the Cooperative. In order to induce patronage and to assure that the Cooperative will operate on a non-profit basis, the Cooperative is obligated to account on a patronage basis to all its patrons and to assign patronage dividends in an aggregate amount equal to the Cooperative’s Federal taxable income related to its patronage business (computed assuming no deduction for patronage dividend amount and after reduction for any losses and deductions incurred during prior years and deductible by the Cooperative in computing its current Federal Taxable income). All such amounts in excess of operating costs and expenses at the moment of receipt by the Cooperative are received with the understanding that they are furnished by the patrons as capital. The Cooperative is obligated to pay by credits to a capital account for each patron all such amounts in excess of operating costs and expenses. The books and records of the Cooperative shall be set up and kept in such a manner that at the end of each fiscal year the amount of capital, if any, so furnished by each patron is clearly reflected and credited in an appropriate record to the capital account of each patron, and the Cooperative shall within a reasonable time after the close of the fiscal year notify each patron of the amount of capital so credited to his account. All such amounts credited to the capital account of any patron shall have the same status as though they had been paid to the patron in cash in pursuance of a legal obligation to do so and the patron had then furnished the Cooperative corresponding amounts for capital.
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All other amounts received by the Cooperative from its operations in excess of costs and expenses shall, insofar as permitted by law, be (a) used to offset any losses incurred during the current or any prior fiscal year and (b) to the extent not needed for that purpose, allocated to its patrons on a patronage basis and any amount so allocated shall be included as a part of the capital credited to the accounts of patrons, as herein provided. In the event of dissolution or liquidation of the Cooperative, after all outstanding indebtness of the Cooperative shall have been paid, outstanding capital credits shall be retired without priority on a pro rata basis before any payments are made on account of property rights of members. Capital credited to the account of each patron shall be assignable only on the books of the Cooperative pursuant to written instruction from the assignor and only to successors in interest or successors in occupancy in all or part of such patron’s premises served by the Cooperative unless the Board of Trustees, acting under policies of general application, shall determine otherwise. As allowed by Law, the Cooperative may retain Capital Credits retired and paid to a Patron or former Patron, but not claimed by the Patron or former Patron within two years of retirement and payment. Section 3. Capital Credited by Power Supplier. The Board of Trustees shall have the power to adopt rules providing for the separate retirement of any (“power supply portion”) of capital credited to the accounts of patrons which corresponds to capital credited to the account of the Cooperative by an organization furnishing electric power to the Cooperative. The Cooperative is under no obligations to pay patrons their portion of Power Supplier Capital Credits until such time as they are issued to the Cooperative by the Power Supplier. Such rules shall: 3.1 establish a method for determining the power supply portion of capital credited to each patron for each applicable fiscal year. 3.2 provide for separate identification on the Cooperative’s books of the power supply portion of capital credited to the Cooperative’s patrons. 3.3 provide for appropriate notifications to patrons with respect to the power supply portion of capital credited to their accounts, and
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3.4 preclude a general retirement of the power supply portion of capital credited to patrons for any fiscal year prior to the general retirement of other capital credited to patrons for the same year or of any capital credited to patrons for any prior fiscal year. Section 4. Capital Credit Retirement. The Cooperative, before retiring any capital credited to any patrons account, shall deduct therefrom any amount owing by such patron to the Cooperative, together with interest thereon as determined by the Cooperative’s Board of Trustees but not to exceed the state legal rate in effect when such amount first became overdue, compounded annually. If, at any time prior to dissolution or liquidation, the Board of Trustees shall determine that the financial condition of the Cooperative will not be impaired thereby, the capital then credited to the patrons’ accounts may be retired in full or in part. The Board of Trustees shall determine the method, basis, priority and order of retirement, if any, for all amounts furnished as capital. Notwithstanding any other provision of these by-laws, the Board of Trustees, at its discretion, shall have the power at any time upon the death of any patron, who was a natural person, if the legal representatives of their estate shall request in writing that the capital credited to any such patron be retired prior to the time such capital would otherwise be retired under the provisions of these by-laws, to retire capital credited to any such patron immediately upon such terms and conditions as the Board of Trustees, acting under policies of general application, and the legal representatives of such patron’s estate shall agree upon; provided, however, that the financial condition of the Cooperative will not be impaired thereby; and provided further, however, that the aggregate amounts so retired in any one (1) year shall not exceed two percent (2%) of the total assets of the Cooperative; and provided further, however, that, if acting under policies of general application, the percentage amount mentioned above is not sufficient to retire the capital credited to any such patron or patrons, such patron or patrons shall have the capital credited to them retired in the next succeeding year before any other retirements are made in such succeeding year. The Cooperative requires estates requesting Patronage capital to close all existing accounts directly associated with the
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estate before the allocation process can proceed. The patrons of the Cooperative, by dealing with the Cooperative, acknowledge that the terms and provisions of the Articles of Consolidation and by-laws shall constitute and be a contract between the Cooperative and each patron, and both the Cooperative and the patrons are bound by such contract, as fully as though each patron had individually signed a separate instrument containing such terms and provisions. The provisions of this article of the by-laws shall be called to the attention of each patron of the Cooperative by posting in a conspicuous place in the Cooperative’s office or posted electronically.
ARTICLE VIII
Disposition of Property The cooperative may not sell, mortgage, lease or otherwise dispose of or encumber all or any substantial portion of its property unless such sale, mortgage, lease, or other disposition or encumbrance is authorized at a duly held meeting of the members thereof by the affirmative vote of not less than two-thirds (2/3) of all of the members of the cooperative, and unless the notice of such proposed sale, mortgage, lease, or other disposition or encumbrance shall have been contained in the notice of the meeting; provided, however, that notwithstanding anything herein contained, or any other provisions of law, the Board of Trustees of the cooperative, without authorization by the members thereof, shall have full power and authority upon an affirmative vote of not less than two-thirds (2/3) of the Board of Trustees to authorize the execution and delivery of a lease-leaseback transaction only where the Board of Trustees determines that such transaction will not impair the ability of the cooperative to use the assets as needed to serve the members; provided, however, that such transaction shall apply only to the physical assets of the cooperative to use the assets to serve the members; provided, however, that such transactions shall apply only to the physical assets of the cooperative and shall not be used to effect a sale or other disposition of the cooperative business entity itself; and further, shall have full power and authority to authorize the execution and delivery of a mortgage or mortgages or a deed or deeds of trust upon, or the pledg-
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ing or encumbering of, any or all of the property, assets, rights, privileges, licenses, franchises and permits of the cooperative, whether acquired or to be acquired, and wherever situated, as well as the revenues and income therefrom, all upon such terms and conditions as the Board of Trustees shall determine, to secure any indebtness of the cooperative to the United States of America or any instrumentality or agency thereof or to any Corporation or Financial Institution authorized to assist in the Credit and financial needs of Rural Electric Cooperatives.
ARTICLE IX Seal
The Corporate seal of the Cooperative shall be in the form of a circle and shall have inscribed thereon the name of the Cooperative and the words “Corporate Seal, Oklahoma�.
ARTICLE X
Financial Transactions Section 1. Contracts. Except as otherwise provided in these by-laws, the Board of Trustees may authorize any officer or officers, agent or agents to enter into any contract or execute and deliver any instrument in the name and on behalf of the Cooperative and such authority may be general or confined to specific instances. Section 2. Checks, Drafts, Etc. Except as otherwise provided by law or in these by-laws, all checks, drafts or other orders for the payment of money, and all notes, bonds or other evidence of indebtness issued in the name of the Cooperative shall be signed by such officer, officers, agent or agents (with appropriate bonding/insurance coverage provided) of the Cooperative in such manner as to adhere to good prudent business practice with oversight of the Board of Trustees. Section 3. Deposits. All funds of the Cooperative shall be deposited from time to time to the credit of the Cooperative in such bank, banks or other acceptable financial institutions as the Board of Trustees or their agent may select. Section 4. Rates.
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a) Written notice of rates shall be given to the Administrator of the Rural Utilities Service of the United States of America and the Oklahoma Corporation Commission as may be required. b) The Cooperative shall, subject to the provisions of 17 O.S. ยง158.27 and action by its members, be self-regulated by its members through its elected Trustees, and shall, pursuant to 17 0.5. ยง158.27(E), be exempt from regulation by the Oklahoma Corporation Commission. Section 5. Fiscal Year. The fiscal year of the Cooperative shall begin on the first day of January of each year and end on the thirty-first day of December of the same year.
ARTICLE XI
Miscellaneous Section 1. Membership in Other Organizations. The Cooperative, by a majority vote of its Board of Trustees, may become a member of other organizations which are organized and operated to further the interest of rural electrification, and may also become a member of the various Chambers of Commerce, State or National Organizations, or similarly minded organizations organized in the area served by the Cooperative. Section 2. Waiver of Notice. Any member or trustee may waive in writing, any notice of a meeting required as to be given by these by-laws. The attendance of a member or trustee at any meeting shall constitute a waiver of notice of such meeting by such member or trustee, except in case a member or trustee shall attend a meeting for the express purpose of objecting to the transaction of any business because the meeting shall not have been lawfully called or convened. Section 3. Rules and Regulations. The Board of Trustees shall have power to make and adopt such rules and regulations, not inconsistent with law, the articles of consolidation or these bylaws, and pursuant to 18 0.S. ยง437, as it may deem advisable for the management, administration and regulation of business and affairs of the Cooperative.
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(a) The Cooperative shall be granted access and/or easement on private property for the electric grid system to the metering point in order to provide dependable, reliable, and recordable service to the members at a suitable location as determined by the Cooperative. (b) Electric rates and service programs may be modified by the Board of Trustees periodically to meet or exceed financial criteria set by lending institutions. Wholesale power costs and associated fees/taxes are automatically included within the rate structure. Standard late payment fees and/or deposits can be assessed. (c) Poles attachments will be permitted under contractual arrangements and subject to standard pole attachments fees and regulations. Posting of signs, fencing, hot wires, etc. are prohibited on Cooperative poles. Section 4. Accounting System and Reports. The Board of Trustees shall cause to be established and maintained an accounting system which shall conform to generally accepted accounting principles. All accounts of the Cooperative shall be examined by a committee of the Trustees appointed by the Board of Trustees, which shall render reports to the Board of Trustees monthly at regular meetings of the Board of Trustees. The Board of Trustees shall also within one hundred and twenty days after the close of each fiscal year cause to be made a full and complete audit of the accounts, books and financial condition of the Cooperative as of the end of such fiscal year. A summary of the audit reports shall be reported to the members at the next annual meeting. Section 5. Area Coverage. The Board of Trustees shall make diligent effort to see that electric service is extended to all unserved persons within the Cooperative service area who (a) desire such service and (b) meet all responsible requirements established by the Cooperative as a condition of such service. Section 6. Consultants. The Trustees and/or CEO may require outside consultants. Attorneys are hired by the Trustees for a specific legal purpose and are direct consultants to the Board of Trustees. The CEO may from time to time request other types
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of consultants in which to properly conduct the business of the Cooperative. The Trustees are given the authority to grant those requests. Section 7. Communications with Members. The Cooperative newsletter, in whatever form the Board of Trustees decides to publish it, is the official media source used to inform the membership on all matters throughout the year and it is the responsibility of the membership to monitor this media form on any issue. Section 8. Commitment to Community. The Trustees may make charitable contributions, or engage in other activities throughout the territory to promote goodwill and prosperity with communities, education, economic development, youth activities, or similarly minded organizations or activities and have the authority to begin such programs to accomplish these tasks, such as, but not limited to, Operation Round-Up, job creation loan programs, promoting energy efficiencies, etc. Section 9. Electronic Documents and Actions. If a Member owns, controls, or has reasonable access to the applicable or necessary hardware and software, then, regardless of a contrary Bylaw, as determined by the Board, and as allowed by Law: (1) the Member consents and agrees to: (A) use, accept, send, receive, and transmit an Electronic signature, contract, record, notice, vote, communication, comment, and other document regarding an action, transaction, business, meeting, or activity with, for, or involving the Cooperative (“Electronic Document�); (B) Electronically conduct an action, transaction, business, meeting, or activity with, for, or involving the Cooperative; and (C) Electronically give or confirm this consent and agreement; (2) an Electronic Document sent or transmitted to, or received or transmitted from, the Member satisfies a requirement imposed by the Governing Documents that the underlying signature, contract, record, notice, vote, communication, comment, or other document be in writing; (3) Electronically sending or transmitting an Electronic Document to, or receiving or transmitting an Electronic Document from,
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the Member satisfies a requirement imposed by the Governing Documents that the underlying signature, contract, record, notice, vote, communication, comment, or other document be sent or received personally or by mail; and (4) the Member Electronically taking an action provided in these Bylaws satisfies a requirement imposed by the Governing Documents regarding the form or manner of taking the action. An Electronic Document Electronically sent or transmitted to a Member or Trustee or former Member at the Member or former Member’s last known Electronic address is considered sent, received, transmitted, and effective on the date sent by the Cooperative. An Electronic Document Electronically received or transmitted from a Member or former Member is considered sent, received, transmitted, and effective on the date received by the Cooperative. As used in these Bylaws, subject to the context requiring otherwise, and as determined by the Board: (1) “Electronic” and “Electronically” mean relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities; (2) To sign an Electronic Document means, with present intent to authenticate or adopt the Electronic Document, to attach to, or logically associate with, the Electronic Document an Electronic sound, symbol, or process; and (3) Electronic transmission includes transmission through: (A) Electronic mail; (B) the Cooperative’s website; or (C) a website or information processing system that the Cooperative has designated or uses to send, receive, or transmit Electronic Documents or Electronic information, or to Electronically conduct an action, transaction, business, meeting, or activity. Section 10. Rules of Order. Parliamentary procedure at all meetings of the members, of the Board of Trustees, of any committee provided for in these bylaws and of any other committee of the members or Board of Trustees which may from time to
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time be duly established shall be governed by the most recent edition of Roberts Rule of Order, except to the extent such procedure is otherwise determined by law or by the Cooperative’s articles of consolidation or bylaws. ARTICLE XII Amendments These by-laws may be altered, amended or repealed by the members at any regular members’ meeting or special members’ meeting, provided the notice of such meeting shall have contained the proposed alteration, amendment or repeal. In accordance with State law, different methods of notice may be authorized by action of the Board of Trustees under Section 9 Electronic Documents and Actions of these by-laws. ARTICLE XIII Indemnification Section 1. Indemnification of Officers, Trustees, Employees and Agents. (a) The Cooperative shall indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he/she is or was a Trustee, officer, employee or agent of the Cooperative as a Trustee, officer, employee or agent of another Cooperative, corporation, partnership, joint venture, trust or other enterprise, for all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred by him/her in connection with such action, suit or proceeding, if he/she acted in good faith and in a manner reasonably believed to be in or not opposed to the best interest of the Cooperative, and with respect to any criminal action or proceeding, had no reasonable cause to believe his/her conduct was unlawful; provided, however, that such indemnity shall not include any expenses incurred by any such person in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his/her
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duty to the Cooperative, except as provided by law. (b) In no event shall anything contained hereinabove be construed so as to protect, or to authorize the Cooperative to indemnify any such person against any liability to the Cooperative or to its members to which he/she would otherwise be subject by reason of his/her willful malfeasance, bad faith, gross negligence or reckless disregard of the members’ rights and duties involved in the conduct of his/her office as such trustee, officer, employee or agent. (c) The indemnification provided hereinabove shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any Bylaw, agreement, vote of members or disinterested trustee or otherwise, and shall not in any way limit any right which the Cooperative may have to make different or further indemnifications with respect to the same or different persons or classes of persons, and as provided by law. (d) The foregoing right of indemnification shall inure to the benefit of the heirs, executors, or administrators of any such person, trustee, officer, employee or agent, and shall be in addition to all other rights to which such person may be entitled as a matter of law. Section 2. Liability Insurance. The Cooperative may purchase and maintain, at the discretion of its Board of Trustees, policies of liability insurance, with the premiums therefore paid by the Cooperative, and covering such of its Trustees, officers, employees or agents, or any of them, and securing them against liability as provided in this Article. Section 3. Procedure Policy. The Board of Trustees of the Cooperative shall adopt, by resolution, a policy not inconsistent with the provisions of this Article and in accordance with law, for the purpose of establishing procedure and guidelines for determination of any person’s right to indemnification.
ARTICLE XIV
Cooperative Policy The Cooperative shall be committed to a policy of nondiscrimination against any person on the grounds of sex, race, color or national origin in its policies and practices relating to treatment of beneficiaries and participants including rates, conditions and
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extension of service, use of any of its facilities, attendance at and participation in any meeting of beneficiaries and participants in the conduct of the operations of this organization. ARTICLE XV Savings Clause In the event any clause or provision of these Bylaws shall be adjudged to be invalid or void, or determined to be in conflict with any existing laws, rules and regulations of the United States of America, State of Oklahoma, or any governing body having jurisdiction over the Cooperative, then and in that event, such laws, rules and regulations shall take precedence over the particular Bylaw and the fact that any such clause or provision may be invalid or void shall not serve to invalidate the remaining Bylaws, clauses or provisions contained therein.
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By-Laws Attachment ‘A’ PUBLIC SAFETY I.
OBJECTIVE
To establish procedures and conditions which safeguard the Cooperative’s members and the general public from potentially dangerous electrical conditions. II.
POLICY CONTENT
Cooperative members and the general public should never come into contact with electrical power lines. When potentially hazardous conditions are observed, Cooperative members and the general public should alert the Cooperative to the condition. III. PROVISIONS A. The Cooperative, in the construction, operation, and maintenance of its electrical system, will at all times adhere to the provisions outlined in the most current edition of the National Electrical Safety Code (NESC), unless specifically required by other authorities to do otherwise. B. It is the responsibility of each employee, contractor, Cooperative member, and general public member to report to the Cooperative all unsafe conditions which any such person observes on the Cooperative’s electrical system. Any employee, contractor, Co¬operative member, or member of the general public, upon finding a power line in an unsafe condition or a condition not in compliance with NESC clearances should immediately notify the Cooperative’s dispat¬cher concerning the unsafe condition. Cooperative employees and contractors should stand by to guard against hazardous conditions until they are relieved, or until the defect is corrected. Cooperative members and members of the general public are not expected to stand by to guard against hazardous conditions, but should notify, in addition to Cooperative
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personnel, law enforcement and emergency personnel regarding the unsafe condition. C. Members of the Cooperative and the general public should always assume that a downed power line or a low sagging power line is unsafe. The Cooperative and law enforcement authorities should be notified when such a condition is observed. Contact with power lines, whether downed or not, can result in injury or death and must be avoided. D. If any Cooperative member or member of the general public in¬advertently comes into contact with a power line, the incident should be reported immediately to the Cooperative. If there are injuries, emergency med¬ical personnel should be contacted immediately. FURTHER CONTACT WITH THE POWER LINE SHOULD BE STRICTLY AVOIDED, AND THE INCIDENT SHOULD BE REPORTED IMMEDIATELY TO THE COOPERATIVE. IF THE INCIDENT OCCURRED ON A PUBLIC RIGHT OF WAY, LAW ENFORCEMENT OFFICIALS SHOULD ALSO BE NOTIFIED. E. All accidental contacts involving the Cooperative’s electric lines, vehicles, or property shall be properly and promptly investigated, with complete acci¬dent reports prepared, including photographs and sketches to substantiate written reports. IV. RESPONSIBILITY A. The CEO/General Manager will be responsible for the administration of this policy. B. Copies of this policy shall be posted in the Cooperative’s reception area and electronically. EFFECTIVE DATE: 01-01-2016 or most current updated version.
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The wall pictured above is on the Mustang office and the photo below is of the wall at the Anadarko office. On the back cover, a night shot of the sign outside of the Binger Headquarters office is shown at top and a photo of the office in Cordell is shown at the bottom.
A New Cooperative, a New Beginning... A Classy New Name... A Classy New Look.