New Member Handbook
Serving Our Members and Communities
Welcome to East Central Oklahoma Electric Cooperative!
On behalf of the Board of Trustees and all East Central Electric employees, we’re glad you’re here. At East Central Electric, you are more than a customer. You are a member-owner and this is your cooperative.
ECE is a private, not-for-profit utility founded in 1938 to bring electricity to rural homes and farms. Since the beginning, ECE has remained focused on providing safe, reliable, and affordable electric services to our members. Our service territory spans nine counties and provides services to more than 36,000 meters over 6,000 miles of line.
Our co-op is also committed to bridging the digital divide, providing reliable broadband internet service through our fiber subsidiary, ecoLINK.
Please take the time to read your New Member Handbook and learn how to enjoy all the benefits that come along with being a co-op member.
We are pleased to have you as a member and encourage you to have an active role in the cooperative. If you have any suggestions about how we may serve you better, please let us know.
Sincerely,
Dwayne Elam Chief Executive Officer
District 5
Jay Emerson Member
jemerson@ecoec.com
District 6
James Hall Jr. Asst. Secretary/Treasurer jhall@ecoec.com
District 7
Dwight Luther Secretary/Treasurer dluther@ecoec.com
The East Central Electric Cooperative Board of Trustees are memberowners of the cooperative, elected by the membership to establish guidelines and policies to ensure the cooperative remains financially stable.
Each Board Member represents one of seven districts within the East Central Electric Cooperative Service Area. Our service territory includes nine counties, with 6,000 miles of distribution line, serving approximately 36,000 homes and businesses.
You Have A Voice and A Vote
MEMBER-OWNED
As a not-for-profit utility, East Central Electric Cooperative is owned by the members we serve. We strive to operate at cost, so that any profit we might make is passed back to you. Your share of the net profit each year is called “Capital Credit,” and it is allocated to you based on your usage each year. Whenever the ECE Board of Trustees votes to retire capital credits, you will receive a check or bill credit for a portion of your ownership in the co-op. The Board of Trustees has returned over $36 Million to co-op members since 1967.
ANNUAL MEETING
Each year, East Central Electric Cooperative holds an Annual Meeting of members. During the Annual Meeting, all members get an opportunity to vote on Trustee seats up for election and any proposed bylaw changes. But, it’s not all business. Prize drawings and registration gifts are given as well. Each member is notified of the time and place by the mailing of an ‘official notice.’ The Annual Meeting typically takes place on the fourth Thursday in July.
ONE MEMBER, ONE VOTE
All active cooperative members are eligible to vote for trustees and on all proposed bylaw changes. The ability to vote is tied to the individual member, such that the primary account holder in a household is the voting party, and a member with multiple accounts has just one vote representing all their accounts.
BOARD SERVICE
Any active member who has been a co-op member for at least 5 years at their primary residence may be eligible to serve on the cooperative’s board of trustees. The complete list of qualifications for board service are listed in Article IV, Section 3 of the cooperative’s bylaws. Board members serve for 3-year terms. Board members meet monthly to discuss cooperative business and are also required to attend trainings and represent the cooperative at certain events and meetings. Any qualifying member interested in serving on the board should call the cooperative at 918-756-0833 to request additional information.
My Account
Billing Options to Make Life Easier
Standard Residential Billing
At East Central Electric, we charge based on the total amount of electricity used in a month’s time. It is simple and straightforward, but can vary widely from month to month depending on factors like the weather. The due date of your bill can be changed to one of four dates that works best for you. Give us a call for more information.
Average Monthly Billing
Seasonal highs and lows can sometimes be a challenge for the family budget. With East Central’s average monthly billing, you will know what to expect on your electric bill because the amount will stay roughly the same, no matter what’s going on outside.
Prepay Billing
With prepay billing, you purchase electricity before you use it, just as you would with gasoline for your car. You have the freedom to pay when you want, in the amount you want. Your usage is calculated daily and your cost is deducted from the balance you maintain in your account.
Disconnect Policy
If a service is disconnected for non-payment, we will reconnect service once the following payments have been made:
• The balance in full
• A reconnect fee
Depending on the style of meter attached to your service, we may not be able to reconnect service on weekends or holidays. We don’t guarantee same day reconnects. To avoid having service disconnected, please call us as soon as you know you will be unable to make a payment. Our helpful service representatives will work with you to see if arrangements can be made.
SmartHub
Our mobile app gives you power over your power, allowing you to view any pay your bill online and monitor usage 24/7.
Visit Us
The East Central Electric Cooperative Lobby at 2001 S Wood Drive in Okmulgee is open Monday - Friday, 8 a.m. to 4:30 p.m. with the exception of some federal holidays. Our drive-thru window is open until 4:45 p.m.
Pay by Mail
Please include your account number with your payment. Please make checks or money orders payable to:
East Central Electric Cooperative P.O. Box 1178 Okmulgee, OK 74447
Automatic Bank Draft
Never miss a payment by having your electric bill automatically withdrawn from your checking or savings account. You can sign up for automatic bank draft through SmartHub.
Pay by Phone
Pay by phone using VISA, Mastercard or Discover at 844-963-2851. This option is available 24/7, with a third-party convenience fee.
Participating PaySite Kiosks
When you don’t have time to rush to the post office or the co-op office, and you’d rather not pay online, look for a conveniently located pay kiosk. A list of participating locations can be found at ecoec.com/ways-pay
Get SmartHub, our web and mobile app to:
Manage Your Account View and Pay Your Bill
Monitor Usage 24/7 Report Service Issues
QR code to download SmartHub
2-year usage comparison
Monthly billing comparison
Important account notices
Member information area
Service map location
Understand
Service description
Service address
Account number
Rate schedule for calulation
Meter reading dates
Meter number
Meter readings
Usage total for bill
Billing detail
Account
Total
Biiling cycle
Billing cycle
Rates & Fees
ECE is geared to provide all classes of electric service required to meet the demands of its members whether residential or commercial. Whether you’re powering your farm, home, school, church, small business, oil field, or even industrial or large business, we are here to help.
Rates are adopted by the Board of Trustees, with the purpose of providing quality electric service at the lowest possible cost. Our most-used rate classes are listed below. For information about other rate classes, please call 918-756-0833.
Farm & Residential single phase, 60 hertz service
SUMMER
- (May 1 - Sept. 30)
Customer Charge: $25 per month
Plus Energy Charge: All kWh $0.070780 per kWh
WINTER
- (Oct. 1 - April 30)
Customer Charge: $25 per month
Plus Energy Charge: First 2,000 kWh = $0.070780 per kWh
Over 2,000 kWh = $0.05578o per kWh
Electric Vehicle
Same as Above + time-of-use charging discount (verified) Usage from 10 p.m. to 5 a.m. daily: $0.0500
RV Hook-up single phase, 60 hertz service
Customer Charge: $30 per month
Plus Energy Charge: All kWh $0.098296 per kWh
Commercial
Single-Phase Customer Charge: $26 per month
Multi-Phase Customer Charge: $31 per month
Plus Energy Charge: All kWh $0.069928 per kWh
Oil Field
Single-Phase Customer Charge: $26 per month
Multi-Phase Customer Charge: $31 per month
Plus Energy Charge: All kWh $0.083588 per kWh
Other Charges You May See On Your Bill
PCA - The PCA reflects the changes in the cost of producing electric power from our wholesale power suppliers, which is largely caused by changes in the cost of fuel for generation of electricity. The PCA is a pass-through cost that goes directly to our power suppliers to cover fuel costs based on the kWh used by your service in a given month.
CCA - The CCA’s purpose is to minimize the impact of future rate changes on members. This may appear as a charge, as a credit, or as a zero balance. The CCA allows the co-op to collect additional revenue when operational needs exceed income from rates, and return excess revenue to members when operational costs are lower than income.
For co-op members who have residential solar or wind power, we offer Net Metering.
Any electricity your facilities produce can be sold back to the cooperative at a 1 to 1 ratio for each kilowatthour, with excess generation purchased at an avoided cost rate. For a complete list of the requirements and guidelines for net metering, please visit ecoec.com/ renewable-power.
Assistance Programs
The Cooperative spirit is about members helping members when times get hard. If you find yourself struggling to pay your electric bill by the due date, give East Central Electric Cooperative a call for judgmentfree support.
Billing Cycle Change
East Central Electric Cooperative operates on four billing cycles throughout the month. If you are on a billing cycle that is routinely due right before your paycheck comes in, we can quickly and easily change your due date at no cost to you.
One-Time Extension
In order to qualify for a one-time extension on your bill, you must be a member in good standing. Each extension is customized to the needs of the individual member, not to exceed past the next due date.
Deferred Payment Plan
Bills with a large balance that you can’t afford to pay in full can be split up into a deferred payment plan over the course of three months.
Low-Income Home Energy Assistance Program (LIHEAP)
LIHEAP is a federal program that can provide assistance to help families manage energy costs. You can check your eligibility for LIHEAP by contacting the Oklahoma Department of Human Services. OKDHS also has an Energy Crisis Assistance Program for which you may qualify.
Give-A-Watt
During the holiday season, East Central Electric Cooperative hosts the Give-A-Watt program. East Central members who are in a position to lend a hand voluntarily donate to the electric accounts of anonymous members who are going through rough times. If you would like to be considered as a recipient of Give-A-Watt, contact the Cooperative.
Other Assistance Agencies
While Concern for Community is one of our driving principles, many of our members need assistance services we are not equipped to provide. We partner with assistance organizations throughout our nine-county service area to help members get connected to the help they need. For a list of assistance organizations in our service territory, please visit our website.
Medical Necessity Program
What It Is
Our Medical Necessity Program is a registry of residential service locations where people rely on life-sustaining electrical equipment. When planned outages or service interruptions for nonpayment are scheduled, we will attempt advance notice so preparations can be made.
What It Is Not
Our Medical Necessity Program does not guarantee priority electric service restoration, and locations registered in the program are not exempt from planned service interruptions, nor are registered members exempt from their financial responsibilities or from the termination of service in accordance with ECOEC policies.
Who qualifies?
To qualify, the member or someone residing in the household must have life-sustaining equipment prescribed by a licensed physician. Examples of qualifying life-sustaining equipment include:
• Kidney dialysis machine,
• Iron lung,
• Oxygen concentrators and certain other oxygen machines,
• Cardiac monitor,
• Licensed physician prescribed heating and air conditioning equipment.
How do I apply?
Request an application by calling ECOEC Member Services at 918-756-0833 or pick up an application at the ECOEC office in Okmulgee.
My Service
Electrical Safety Saves Lives
The statistics are sobering. Electrical injuries and fatalities are tragic and far too common.
Every year in the United States:
• There are approximately 30,000 non-fatal shock incidents.
• Approximately 20 percent of all electrical injuries occur in children.
• Approximately 1,000 people die as a result of electrical injuries.
Source: The Energy Education Council
In Your Home:
• Do not use cords that are frayed, cracked, damaged, placed under rugs or carpets, resting on furniture or in high traffic areas.
• Extension cords should be used on a temporary basis. They are not a permanent wiring solution.
• Check your electric panel to ensure your breakers are labeled and your fuses and breakers are properly rated for the circuit they are protecting.
• If an appliance repeatedly blows a fuse, trips a circuit breaker, or gives you an electric shock, immediately unplug, repair or replace it.
In Your Car:
• If you are in a car accident with a power pole, do not leave the car until utility professionals tell you it is safe.
• If you must get out of the car because of a fire, jump clear of the vehicle without touching it or the ground, and bunny hop with your feet together as far away as you can.
In Your Back Yard:
• Call 811 at least three days before you dig to mark underground utility lines.
• Do not use electronic devices near your pool.
• Do not climb or trim trees that are touching overhead lines.
In Nature:
• Take notice of posted warning signs and keep clear of electrical equipment.
• Do not shoot at or near power lines or insulators.
• Do not place deer stands or decoys on utility poles or equipment.
Vegetation Management
East Central Electric Cooperative strives to provide safe and reliable service. Tree limbs or other vegetation that grow on utility poles and into power lines can cause fires, power outages, and damage your equipment or property. To increase safety and minimize outages, we routinely trim tree limbs and vines around our poles and lines.
East Central Electric Cooperative operates on a five-year schedule for herbicide and tree-trimming to ensure all 6,000+ miles of our electric line are maintained. If you are experiencing service problems as a result of vegetation, please give us a call at 918-756-0833.
For information about where right-of-way crews are actively working, visit our website at ecoec.com/tree-trimming-and-vegetation-
management
Members should not attempt to trim trees near high-voltage power lines. A tree touching a power line can become energized and can result in serious injury, or even death, for anyone who comes into contact.
Do you trim trees around the line that runs from the pole to my house?
Maintaining clearance around the line that runs from the meter to the home is a property owner’s responsibility. Although the voltage through a service drop is much lower than the voltage through our grid, it is still dangerous. We strongly recommend that you hire a professional tree service to do this trimming. For property owners who prefer to do it themselves, please call the co-op at 918-756-0833 and request a temporary service disconnect while you work to avoid injury.
Can I hire my own arborist to prune the trees away from high-voltage lines?
Only tree trimming companies that have been approved by ECE and have met OSHA qualifications may trim trees away from high voltage power lines. These professionals should comply with all applicable safety regulations and take appropriate precautions. If you have a dead tree or are planning to have work done on a tree closer than 10 feet to the power line, please contact ECE for a safety inspection and approved contractors.
Regulations and Clearances
East Central Electric follows the American National Standards Institute (ANSI) A300 Standard Practices endorsed by the International Society of Arboriculture, the National Arbor Day Foundation, and the National Arborist Association.
• On Primary lines – 15’ minimum clearance from the center of a pole with a cross arm; 10’ minimum clearance from the center of a pole without a cross arm
• Primary overhang – 15’ minimum clearance above all primary wire, including established wood. When possible, it is preferable to reduce or remove all overhanging limbs.
• Fiber Wires and Secondary or Service wires – 5’ clearance laterally, below, and above the line. Only pruning for strain or abrasion on the wire.
• Guy wires – 5’ clearance for ALL guy wires from pole connection to anchor.
Safety and Efficiency Products and Services
Safety and Efficiency Products
East Central Electric Cooperative serves as an at-cost point of sale for several electrical safety and energy efficiency products to improve members’ quality of life. For more information or to inquire about purchasing any of the products listed below, please call the Cooperative at 918-756-0833.
• Marathon Water Heaters
• GenerLink Transfer Switch
• Security Lighting
• Surge Protectors
High-Efficiency Rebates
East Central Electric Cooperative members can take advantage of a high efficiency rebate program for newly installed units or replacement units. All rebates are paid as credits to the member’s electric bill. For qualifying details, please visit ecoec.com/rebates.
• Ground Source Heat Pumps
• Air Source Heat Pumps
• Mini Split Heat Pumps
• Electric Vehicle Charging Stations
• Marathon Electric Water Heaters
• Heat Pump Water Heaters
• Advanced Programmable Thermostats
• Home Energy Audit Weatherization
Energy Efficiency Services
Promoting energy efficiency helps us to lower members’ electric bills and ensure their home stays safe from hidden electrical dangers. We offer each of the following services at no cost to our members.
• Third-Party Energy Audits
• Usage Analysis
• Power Quality Monitoring
• Meter Testing and Exchanges
Community Solar
ECE Community Solar allows members, regardless of income level, geographic location, home design, or home ownership to access clean, solar energy. Members subscribe to a portion of the output generated from our solar facility. This program gives you the opportunity to directly invest in a renewable energy project and receive credit from it on your monthly bill.
Every East Central Electric Cooperative Member has access to ecoLINK fiber internet. If you haven’t signed up yet, now is the time to get connected to one of the fastest and most reliable internet services available today!
Included with any ecoLINK plan at no cost, ecoLINK+ is your personal wi-fi assistant, giving you fingertip control over your network traffic and device usage. Establish priority bandwidth for the devices that matter most, set time limits, and get alerts for internet outages or intrusion detection.
Get comprehensive parental controls and monitoring to manage and protect your children’s online lives through Bark.
My Community
Granted Over $2.7 Million
Every month, co-op members choose to round up the change at the end of their electric bills, and contribute those cents to make a difference in their communities.
Operation Roundup funds support local charitable organizations, civic groups, youth programs, community services, and needy families.
Operation Roundup also includes a $1,000 college and trade school scholarship that high school seniors can apply for each March.
Average Member Contribution 48¢ a month
Staying Connected
Every month the Oklahoma Living Magazine is mailed free of charge to all co-op members in the state of Oklahoma. For East Central Electric Cooperative members, the centerfold of the magazine contains our monthly newsletter with information and updates that are relevant to our membership. In addition to our website, the Country Living Newsletter is our primary means of publicizing important news like rate changes, Annual Meeting information, and details about capital credit retirements. Look for it in your mailbox every month.
Make sure the email address on file for your account is up-to-date in order to receive important notifications for weather advisories, pre-planned outages, and crews working in your area.
Youth Power Programs
Serving our members and communities is a mission we take seriously at East Central Electric Cooperative. One of the ways we live up to our mission is through our Youth Power programming.
Our service territory overlaps with 44 Oklahoma public school districts, where students don’t need to be co-op members to receive the free education and resources we offer. We offer our youth services at no charge to private schools and home school groups as well.
Electrical safety can’t be taught early or often enough.
Schedule a demo for your school by calling 918-756-0833.
Mobile Trailer Demo
Our mobile trailer demo is transported and operated by our linemen. The cables on the trailer run at the same voltage as the overhead lines you see around you. Our linemen and electrical engineers walk viewers through the basics of how their electrical system works, how it is hooked up to the home to power their devices, and how to avoid common safety hazards.
Tabletop Demo
Our tabletop demonstration is transported and operated by trained personnel. The demo depicts a small-town scene and uses familiar toys and characters to show common safety hazards and how to avoid them. Set-up for the demonstration requires a standard wall outlet. This demonstration is perfect for indoor classroom environments.
High School Juniors
Experience Washington D.C.
Youth Tour is an all-expense-paid leadership trip to our nation’s capitol. Students meet elected officials and see sights from history books. Learn more and apply at ecoec.com/youth-tour.
Eighth Graders Experience Energy Camp
Energy Camp is an allexpense-paid sumer camp for 8th graders. Students become energy experts and experience the life of a lineworkers. With leadership development sessions and classic summer camp activities, Energy Camp is four days of fun and learning, sponsored by your local electric cooperative. Learn more about Energy Camp and apply at ecoec. com/energy-camp.
Your Co-op, Your Voice
Together, We Shape the Future
East Central Electric Cooperative was created by political action. We were built by our members, we belong to our members, and we continue to be led by our members. Fighting for our members’ needs is in our organizational DNA.
The East Central Electric Board of Trustees and Employees have been instrumental in non-partisan advocacy to protect safe, reliable, and affordable electricity and to bring high-speed fiber internet to rural Oklahoma. Many co-op members have also made a difference by contributing to our state and national Political Action Committees (PACs).
You can join us in shaping the future for your co-op by adding your voice to our grassroots advocacy efforts.
Ways to Get Involved
Join Voices for Cooperative Power to get policy updates and correspond directly with legislators.
Join Oklahoma’s Electric Cooperatives PAC to support state candidates that support co-ops.
Join America’s Electric Cooperatives PAC to support federal candidates that support co-ops.
Visit vote.coop to learn about upcoming elections, check registration status, and register to vote.
Economic Development
Empowering Businesses and Communities
The Cooperative hosts quarterly economic development workshops to put local businesses and community groups in touch with government resources, grant opportunities, and professional development trainings. To join the economic development group, email Economic Development Representative Lylah Sparks at lsparks@ecoec.com.
Local Ladle
As part of the Cooperative’s focus on empowering communities, we have a semi-monthly YouTube series called “Local Ladle: Watts Stirring in Your Home Town.” Guests with expertise to share related to community growth and economic development join us in preparing a meal and educating communities.
Co-op
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Bylaws
Table of Contents
Article I - Membership
Article II - Rights and Liabilities of Members
Article III - Meeting of Members
Article IV - Trustees
Article V - Meetings of Trustees
Article VI - Officers
Article VII - Non-profit Operation
Article VIII - Disposition of Property
Article IX - Seal
Article X - Financial Transactions
Article XI - Miscellaneous
Article XII - Amendments
ARTICLE I - MEMBERSHIP
SECTION 1. REQUIREMENTS FOR MEM-
BERSHIPS.
Any person, firm, association, corporation, or body politic or sub-division thereof may become a member of EAST CENTRAL OKLAHOMA ELECTRIC COOPERATIVE, INC. (hereinafter called the “Cooperative”) by:
(a) Making a written application for membership therein;
(b) Agreeing to purchase from the Cooperative electric energy as hereinafter specified;
(c) Agreeing to comply with and be bound by the Articles of Incorporation and Bylaws of the Cooperative and any rules and regulations adopted by the Board of Trustees; and
(d) Paying the membership fee herein after specified. No member may hold more than one membership in the Cooperative, and no membership shall be transferable, except as provided in these Bylaws.
(e) Agreeing to furnish necessary easements or permits for the construction and maintenance of easement right-of-way on his/her property or the property to be served.
SECTION 2. JOINT MEMBERSHIP.
Two or more persons may apply for a joint membership and, subject to their
compliance with the requirement set forth in Section I of this Article, may be accepted for such membership. The term “member” as used in these Bylaws shall be deemed to include a two or more persons holding a joint membership, and any provisions relating to the rights and liabilities of membership shall apply equally with respect to the holders of a joint membership. Without limiting the generality of the foregoing, the effect of the hereinafter specified actions by or in respect of the holders of a joint membership shall be as follows:
(a) The presence at a meeting of any or all shall be regarded as the presence of one member and shall constitute a joint waiver of notice of the meeting;
(b) The vote of any or all jointly shall constitute one joint vote;
(c) A waiver of notice signed by any shall constitute a joint waiver;
(d) Notice to any shall constitute notice to all;
(e) Expulsion of any shall terminate the joint membership;
(f) Withdrawal of any shall terminate the joint membership;
(g) Not more than one may be elected or appointed as an officer or trustee, provided that all meet the qualifications for such office.
SECTION 3. CONVERSION OF MEMBERSHIP.
(a) A membership may be converted to a joint or single membership upon the written request of the holder thereof and the agreement by the Persons who wish to become the Members to comply with the Articles of Incorporation, Bylaws, and Rules and Regulations adopted by the Board of Trustees.
(b) Upon the death of any Person who is a party to the joint membership, such membership shall be held solely by the survivor(s). The estate of a deceased member shall not be released from any debts due the Cooperative.
SECTION 4. MEMBERSHIP FEES.
The membership fee shall be Five Dollars ($5.00), upon payment of which a member shall be eligible for one service connection.
SECTION 5. PURCHASE OF ELECTRIC ENERGY.
Each member shall, as soon as electric energy shall be available, purchase from the Cooperative all electric energy used on the premises specified in his application for membership, and shall pay therefore monthly at rates which shall from time to time be fixed by the Board of Trustees; provided, however, that the Board of Trustees may limit the amount of electric energy which the Cooperative shall be required to furnish to any one member. It is expressly understood that amounts paid for electric energy in excess of the cost of service are furnished by members as capital, and each member shall be credited with the capital so furnished as provided in these Bylaws. Each member shall pay to the Cooperative such minimum amount per month regardless of the amount of electric energy consumed, as shall be fixed by the Board of Trustees from time to time. Each member shall also pay all amounts owed by him/her to the Cooperative as and when the same shall become due and payable.
SECTION 6. TERMINATION OF MEMBERSHIP.
(a) 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 fails to comply with any of the provisions of the Articles of Incorporation, Bylaws, or Rules and Regulations adopted by the Board of Trustees, but only if such member shall have been given written notice by the Cooperative that such failure makes him liable to expulsion, and such failure shall have continued for
at least ten (10) days after such notice was given. Any expelled member may be reinstated by a majority vote of the Board of Trustees or by the vote of the members at the annual or special meeting. The membership of a member who for a period of six (6) months after service is available to him, has not purchased electric energy from the Cooperative, or of a member who has ceased to purchase energy from the Cooperative, shall be canceled by resolution of the Board of Trustees.
(b) Upon the withdrawal, death, cessation of existence or expulsion of a member, the membership of such member shall thereupon terminate. Termination of membership in any manner shall not release a member or his estate from any debts due the 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 Bylaws, 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 during the ten (10) years next preceding the date of the filing of the certificate of the dissolution.
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 liable or responsible for any debts or liabilities of the Cooperative.
ARTICLE III - MEETING OF MEMBERS
SECTION 1. ANNUAL MEETING.
The annual meeting of the members shall be held between the dates of February 15th and September 15th, a time to be determined by the Board of Trustees and at such place as shall be designated in the notice of the meeting. Failure to hold the annual meeting at the designated time shall not work a forfeiture or dissolution of the Cooperative.
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, or by the President, or by a petition signed by ten per centum or more of all the members as provided in Article XI, Section 6, and it shall thereupon be the duty of the secretary to cause notice of such meeting to be given as hereinafter provided. Special meetings of the members may be held at any place 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 or an annual meeting at which business requiring special notice 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, either personally
or by mail, by or at the direction of the secretary, or upon a default in 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 his address as it appears on the records of the Cooperative, with postage thereon prepaid. The failure of any member to receive notice of an annual or special meeting of the members shall not invalidate any action which may be taken by the members at any such meeting.
SECTION 4. QUORUM.
Two per centum of the total membership, present in person, or the per centum required by law, whichever shall be the larger, shall constitute a quorum. If less than a quorum is present at any meeting, a majority of those present in person may adjourn the meeting from time to time without further notice. The minutes of each meeting shall contain a list of the members present in person.
SECTION 5. VOTING.
Each member shall be entitled to only one vote upon each matter submitted to a vote at a meeting of the members.
All questions shall be decided by a vote of a majority of the mem bers voting thereon in person, except as otherwise provided by law, the Articles of Incorporation, or these Bylaws.
SECTION 6. PROXY VOTING.
There shall be no voting by proxy.
SECTION
7.
ORDER OF BUSINESS.
The order of business at the annual meeting of members and, so far as possible, at all other meetings of the members, shall be set by the Board of Trustees and sent to members with the Annual Meeting notices.
ARTICLE IV - TRUSTEES
SECTION 1. GENERAL POWERS.
The business and affairs of the Cooperative shall be managed by a Board of seven (7) Trustees, which shall exercise all of the powers of the Cooperative except such as are by law, the Articles of Incorporation, or these Bylaws conferred upon or reserved to the members.
SECTION
2.
ELECTION AND TENURE OF OFFICE.
The term for which the Trustees shall be elected shall be for a period of three (3) years. These terms shall be staggered so that two (2) Trustees shall be elected at the first annual meeting, two (2) Trustees at the second annual meeting, and three (3) Trustees at the third annual meeting from the effective date of this act. The number of Trustees for said Cooperative shall be seven (7).
(A). The territory served or to be served by the Cooperative shall be divided into seven (7) districts. Each district shall be represented by one (1) Trustee. The Board of Trustees shall fix the boundaries of each district to be served by a Trustee. The Board of Trustees shall have authority from time to time to alter the boundaries of said districts as they shall deem it for the best interest of the Cooperative.
SECTION 3. QUALIFICATIONS.
A. No person shall become or remain a Trustee of the Cooperative who:
i.has not been a member continuously for the previous five (5) years; or
ii.ceases to be a member of the Cooperative after election as a Trustee; or
iii.does not receive electric service from the Cooperative at the Trustee’s primary, permanent residence in the Trustee District from which the Trustee is elected or appointed; or
iv.is in any way employed or financially interested in any manner in an enterprise or a business competing with the Cooperative or its subsidiaries or which sells or provides services or supplies to the Cooperative or its subsidiaries; or v.is the incumbent of or becomes a candidate for an elected public office which pays a salary or provides compensation in excess of $1000.00 per year; or
vi.has been convicted of a felony or who has pled guilty, no contest or nolo contendere to a felony, whether such plea results in a conviction or not; or
vii.is or becomes or was an employee of the Cooperative or of a subsidiary of the Cooperative or a labor union which represents or has endeavored to represent an employee of the Cooperative or its subsidiaries withinthe previous five (5) years; or
viii.is or becomes a “close relative” of another Trustee, or of a current employee of the Cooperative, or of a person who was an employ-
ee of the Cooperative within the previous five (5) years A “close relative” is a person who is related to the Trustee, by consanguinity (blood) or affinity (marriage), to the third degree such as a spouse, child, grandchild, great grandchild, parent, grandparent, great grandparent, brother, sister, aunt, uncle, nephew, or niece by blood or marriage and also any person who resides with the Trustee.
B.No person shall be eligible to remain a Trustee of the Cooperative who: i.does not meet or continue to meet the qualifications of Section 3 (A); or ii.does not follow all Cooperative policies acting in good faith to represent the best interests of the Cooperative as a whole.
C. When a Trustee does not comply with the Trustee qualifications of this Section 3, the Board of Trustees shall have the responsibility and authority to remove such non-compliant Trustee by a majority vote of the other Trustees. The Trustee who allegedly does not comply with the Trustee qualifications may participate in the removal meeting but shall not vote on removal.
SECTION 4. NOMINATIONS.
Not less than thirty-five (35) days, nor more than forty-five (45) days before any meeting at which Trustees are to be elected, the Board of Trustees whose terms expire shall call a separate meeting of the members of their district at a suitable place in such district, or at the Cooperative Headquarters or other designated
facilities, for the purpose of selecting a candidate or candidates for Trustee to represent the members located within such district. The notice of such meeting shall be delivered to each member located in such district by written or printed notice, stating the place, day and hour of the meeting. The notice shall state that nominations for Trustee are to be made at the meeting. The meeting shall, however, be open for discussion of any other matters pertaining to the business of the Cooperative, regardless of whether or not such matters were listed in the notice of the meeting, and recommendations with respect thereto may be submitted to the Board of Trustees or the entire membership.
The District Meeting shall be called to order by the Trustee representing the district or by another designated representative of the Board of Trustees, or in his absence, by any member residing within the district, who shall be Chairman. The Chairman shall appoint a Secretary to act for the duration of the meeting.
Members of other districts at the meeting may be heard, but shall have no vote. Nominations for candidates for Trustee shall be made from the floor at the meeting, and any member residing in the district shall have a right to nominate one candidate. The meeting shall remain open for nominations until no further nominations are forthcoming, at which time the Chairman shall declare the nominations closed. Candidates must be members residing in the district and must possess the qualifications for Trustee specified by these Bylaws. In the event there is not
a quorum present, such meeting may be adjourned from time to time, until a quorum has been obtained.
Voting shall be by ballot. Each member may vote for one candidate. The candidate receiving the highest number of votes shall be declared the official candidate of the district. The Minutes of such district meeting shall set forth among other matters; the name of the person nominated at the meeting and the number of votes received and shall name the official candidate of the district. A certified copy of the Minutes, signed by the Secretary and the Chairman of the district meeting, shall be delivered to the Secretary of the Cooperative within ten (10) days after such district meeting. Any fifteen (15) or more members residing in such district acting together may make other nominations by petition not less than thirty (30) days prior to the annual meeting or special meeting of members at which Trustees are to be elected.
SECTION 5.
Not less than ten (10) days before an annual or special meeting of the members at which Trustees are to be elected, the Secretary of the Cooperative shall be responsible for mailing to each member a list of the candidates
selected at all district meetings, and also the nominations made by petition, if any. At the meeting, the Secretary of the Cooperative shall place in nomination the names of the candidates from the districts. Each member of the Cooperative present at the meeting shall be entitled to vote for one candidate from each district. The candidate from each district receiving the highest number of votes at this meeting shall be elected as Trustee at the annual meeting hereafter held. In the event that a quorum is not present and the election, because of such, cannot be held, then and in that event the Trustee holding office from that district shall automatically remain in office for an additional three year term provided he/she otherwise qualifies.
SECTION 6. REMOVAL OF TRUSTEES BY MEMBERS.
Any member may bring charges against a Trustee and, by filing with the Secretary such charges in writing, together with a petition signed by at least ten per centum of the members as provided in Article XI, Section 6, may request the removal of such Trustee by reason thereof. Such Trustee shall be informed in writing of the charges at least 10 days prior to the meeting of the members 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 to the charges; and the person or persons bringing the charges against him shall have the same opportunity. The question of the removal of such Trustee shall be considered and voted upon at the meeting of the members, and
any vacancy created by such removal may be filled by vote of the members at such meeting without compliance with the foregoing provisions with respect to nominations. However, any such vacancy shall be filled by a member who is eligible to serve as Trustee in that Trustee District as required by Article IV, Section 3 for the unexpired portion of the term.
SECTION 7. VACANCIES.
Except for the provisions of these Bylaws 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.
SECTION 8. COMPENSATION.
Trustees, as such, shall not receive any salary for their services, but, by resolution of the Board of Trustees, a fixed sum for each day, or portion thereof, and expenses of attendance, if any, may be allowed for attendance at each meeting of the Board, or for attending any meetings, conferences, training seminars, or any function related to the business of the Cooperative or performing any act on behalf of the Cooperative and authorized by the Board of Trustees.
SECTION 9. COMPENSATION FOR EXPENDITURES FOR BOARD APPROVED TRIPS FOR INDIVIDUALS OR GROUPS.
The Board of Trustees is authorized to pay a fixed sum and the actual expenses of any individual or group
designated by resolution passed by the Board of Trustees to attend any meetings in connection with the business affairs or related thereto of the Cooperative.
SECTION 10. LEGAL DEFENSE AND COST OF CLAIMS OR LAWSUITS AGAINST THE TRUSTEES, OFFICERS AND MANAGER:
(a) The Board of Trustees is hereby authorized and directed to purchase a Trustees, Officers and Manager Liability Insurance Policy in an amount to be determined by resolution of the Board of Trustees, protecting the Trustees, Officers and Manager from any claim or claims made against them, individually or collectively, for which they may become legally obligated to pay. For coverage not provided by the Policy of Insurance, the Cooperative shall furnish and pay for the legal defense and cost of any claim or lawsuit for actual or alleged error, or misstatement, or a misleading statement or action, or admission or negligence, or breach of duty by the Trustees, Officers or Manager, in the discharge of their duties, individually or collectively, or in any matter claimed against them, solely by
reason of their being Trustees, Officers or Manager of the Cooperative.
(b) Loss shall mean any amount which the Trustees, Officers and Manager are legally obligated to pay or for which the insured may not be required to pay as indemnity to the Trustees, Officers and Manager, for a claim or claims made against the Trustees, Officers and Manager for Wrongful Acts and shall include but not limited to damages, judgments, settlements and costs, cost of investigation and defense of legal actions, claims or proceedings and appeals therefrom.
(c) The above Section shall only be applicable to legal actions in which the above coverage is not provided for by the Trustees, Officers and Manager Liability Insurance Policy.
SECTION 11. BENEFITS.
Trustees shall be entitled to receive such benefits as may from time to time be offered Trustees of Rural Electric Cooperatives under programs sponsored by the National Rural Electric Cooperative Association or other sponsoring companies and agencies.
ARTICLE V - MEETINGS OF TRUSTEES
SECTION
1. REGULAR MEETINGS.
A regular meeting of the Board of Trustees shall be held monthly at the time and place determined by the resolution of the Board of Trustees and designated in the notice of the meeting. Such regular monthly meeting may be held without notice other than
such resolution fixing the time and place thereof.
SECTION 2. SPECIAL MEETING.
Special meetings of the Board of Trustees may be called by the President or by any three Trustees. It shall thereupon be the duty of the Secretary to cause notice of such meeting to be given as hereinafter provided. The President or the Trustees calling the meeting shall fix the time and place of the special meeting.
SECTION 3. NOTICE OF THE TRUSTEES’ MEETINGS.
Written notice of the time, place and purpose of any special meeting of the Board of Trustees shall be delivered to each Trustee not less than five days previous thereto, either personally 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. If mailed, such notice shall be deemed to be delivered when deposited in the
ARTICLE VI - OFFICERS
SECTION 1.
NUMBER.
The officers of the Cooperative shall be a President, Vice-President, Secretary, and Treasurer, and such other officers as may be determined by the Board of Trustees from time to time. The offices of Secretary and of Treasurer may be held by the same person.
SECTION 2.
ELECTION AND TERM OF OFFICE.
The officers shall be elected by ballot, annually by and from the Board of
United States mail, addressed to the Trustee at his address as it appears on the records of the Cooperative, with postage thereon prepaid.
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 adjourn the meeting from time to time; and provided further, that the Secretary shall notify any absent Trustees of the time and place of said adjourned meeting. The act of a majority of the Trustees present at a meeting at which a quorum is present, shall be the binding act of the Board of Trustees, except as otherwise provided in these Bylaws.
Trustees at the first 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 his 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 portion of the term.
SECTION 3. REMOVAL OF OFFICERS.
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 member of the Cooperative may bring charges against an officer by filing with the Secretary such charges in writing, together with a petition signed by ten per centum of the members as provided by Article XI, Section 6, requesting the removal of such officer. The officer against whom such charges have been brought shall be informed in writing of the charges at least ten days prior to the board 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 to the charges; and the person or persons bringing the charges against him shall have the same opportunity. During the pendency of such charges, the officer so charged shall not be allowed to vote on the charges in question. In the event the Board does not remove such officer, the question of his removal shall be considered and voted upon at the next meeting of its 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, 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 Bylaws to some other officer or agent of the Cooperative, or shall be required by law to be otherwise signed or executed; 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 his inability or refusal to act, the Vice-President 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 to him by the Board of Trustees.
SECTION 6. SECRETARY.
The Secretary shall be responsible for:
(a) keeping the minutes of the meetings of the members and of the Board of Trustees;
(b) seeing that all notices are duly given in accordance with these Bylaws or as required by law;
(c) the safekeeping of the corporate books and records and the seal of the Cooperative and affixing the seal of the Cooperative 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 Bylaws;
(d) keeping a register of the names and post office addresses of all members;
(e) keeping on file at all times a complete copy of the Articles of Incorporation and Bylaws 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, furnishing a copy of the Bylaws and of all amendments thereto to each member upon request; and
(f) in general performing all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him/her by the Board of Trustees.
SECTION 7. TREASURER.
The Treasurer shall be responsible
for: (a) the custody of all funds and securities of the Cooperative;
(b) the receipt of and the issuance of receipts for all monies due and payable to the Cooperative and for the deposit of all such monies in the name of the Cooperative in such bank or banks as shall be selected in accordance with the provisions of these Bylaws; and
(c) the general performance of all the duties incident to the office of the Treasurer and such other duties as from time to time may be assigned to him by the Board of Trustees.
SECTION 8. MANAGER.
The Board of Trustees may appoint a manager who may be, but 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 him/her. The Manager shall serve at the pleasure of the Board of Trustees. He/She is not an “officer” as that term is used in Article VI, Section 3.
SECTION 9. BONDS OF OFFICERS.
The Treasurer and any other officer or agent of the Cooperative charged with responsibility for the custody of any of its funds or property shall be bonded 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 in such amount and with such surety as it shall determine.
SECTION 10. COMPENSATION.
The powers, duties and compensation of officers, agents and employees shall be fixed by the Board of Trustees, subject to the provisions of these Bylaws with respect to compensation for Trustees.
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. Such reports shall set forth the condition of the Cooperative at the close of such fiscal year.
ARTICLE VII - 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 shall be paid or payable by the Cooperative on any capital furnished by its patrons. Wherever the word patron is used herein shall mean member and non-member.
SECTION 2. PATRONAGE CAPITAL IN CONNECTION WITH FURNISHING ELECTRIC ENERGY.
In the furnishing of electric energy, the Cooperative’s operation is being conducted so 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 of its patrons and to declare a patronage dividend in an amount equal to the Cooperative’s Federal taxable income with respect to the furnishing of electric energy with or for its patrons. All such amounts in excess of operating costs and expens-
es, 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 credit to a capital credit account for each patron, all such amounts in excess of operating costs and other expenses properly chargeable against the furnishing of electric energy. 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 of capital.
In the event of dissolution or liquidation of the Cooperative, after an outstanding indebtedness 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. 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 patrons’ accounts may be retired in full or in part. After August 14, 1975, and thereafter, the Board of Trustees shall determine the method, basis priority and order of retirement, if any, for all amount furnished as capital. In no event, however, may any such capital be retired unless the security provisions of the Deeds of Trust given by the Cooperative to the United States of America dated September 5, 1956 are, satisfied. However, at the discretion of the Board of Trustees, a reasonable cash reserve over and above the minimum requirements of the Government’s Deeds of Trust provisions shall be maintained.
Capital credited to the accounts of each patron shall be assignable only on the books of the Cooperative pursuant to written instructions from the assignor and only to successors in interest or successors in occupancy in all or a part of such patron’s premises served by the Cooperative, unless the Board of Trustees of this Cooperative, acting under policies of general application, shall determine otherwise.
Notwithstanding any other provisions of these Bylaws, 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 his 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 Bylaws to retire capital credited to 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 provided further, however, that the aggregate amounts so retired in any one year shall not exceed five percent (5%) of the Cooperative’s capital; and provided further, however, that, if acting under policies of general application the percentage 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 any succeeding year.
The patrons of the Cooperative, by dealing with the Cooperative, acknowledge that the terms and provisions of the Articles of Incorporation and 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, as fully as though each patron had individually signed a separate instrument containing such terms and provisions. The provisions of this article of the Bylaws shall be called to the attention of each patron of the Cooperative by posting in a conspicuous place in the Cooperative’s office.
The Board of Trustees shall have complete discretion and authority to determine the handling and ultimate disposition of the Cooperative’s patronage sourced losses, as well as the form, priority and manner in which such losses or portions thereof shall be taken into account, retained and ultimately disposed of or recovered. Without limiting the generality of the foregoing, the Board of Trustees may determine to cause any such patronage losses to be retained by the Cooperative and subsequently disposed of by any method of disposition as the Board of Trustees, in its sole discretion, shall determine from time to time to be in the Cooperative’s best interest.
SECTION 3. CAPITAL CREDITS AND PATRONAGE REFUNDS IN CONNECTION WITH FURNISHING OTHER SERVICES.
Capital Credits shall be made only in connection with the consumption of electrical energy, unless the Board of Trustees of this Cooperative shall determine otherwise. Capital Credits and Patronage refunds received from the furnishing of any or all other services or other income may, by Resolution or established policies of the Board of Trustees of the Cooperative, be made to all patrons on an equitable basis after deducting all operating costs and expenses.
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 by a meeting of the members thereof by the affirmative vote of not less than two-thirds of all 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, the Board of Trustees of the Cooperative, upon authorization by a vote of the majority of the members thereof, 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 pledging 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 indebtedness 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 Bylaws, 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 limited to specific instances.
SECTION 2. CHECKS, DRAFTS, ETC.
All checks drafts, or other orders for the payment of money, and all notes, bonds, or other evidences of indebtedness issued in the name of the Cooperative, shall be signed by such officer or officers, agent or agents, employee or employees of the Cooperative, and in such manner as shall from time to time be determined by resolution 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 or banks as the Board of Trustees may select.
SECTION 4. CHANGE IN RATES.
Written notice shall be given to the Administrator of the Rural Utilities Service (RUS) of the United States of America not less than ninety days prior to the date upon which any proposed change in the rates charged by the Cooperative for electric energy becomes effective.
SECTION 5. FISCAL YEAR.
The fiscal year of the Cooperative shall begin on the first day of January of each year and shall end on the thirty-first day of December of the same year.
SECTION 1. MEMBERSHIP IN OTHER ORGANIZATIONS.
The Cooperative shall not become a member of or purchase stock in any other organization without an affirmative vote of the members at a duly held meeting, the notice of which shall specify that action is to be taken upon such proposed membership or stock purchase; provided, however, that the Cooperative may, upon the authorization of the Board of Trustees, purchase stock in or become a member of any corporation or organization organized on a non-profit basis for the purpose of engaging in or furthering the cause of rural electrification, or with the approval of the Administrator of Rural Utilities Service (RUS), of any other corporation for the purpose of acquiring electric facilities.
SECTION 2. WAIVER OF NOTICE.
Any member or Trustee may waive in writing any notice of a meeting required to be given by these Bylaws. 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 on the ground that the meeting has not been lawfully called or convened.
SECTION 3. POLICIES, RULES AND REGULATIONS.
The Board of Trustees shall have power
to make and adopt such Policies, Rules and Regulations, not inconsistent with law, the Articles of Incorporation, or these Bylaws, as it may deem advisable for the management of the business and affairs of the Cooperative.
SECTION 4. ACCOUNTING SYSTEM AND REPORTS.
The Board of Trustees shall cause to be established and maintained a complete accounting system which, among other things, and subject to applicable laws and rules and regulations of any regulatory body, shall conform to such accounting system as may from time to time be designated by the Administrator of the Rural Utilities Service (RUS) of the United States of America. The Board of Trustees shall also, after the close of each fiscal year, cause to be made by a Certified Public Accountant, a full and complete audit of the accounts, books and financial condition of the Cooperative as of the end of such fiscal year. A report of such audit shall be submitted to the members at the next following annual meeting.
SECTION 5. COUNTRY LIVING PUBLICATION.
Each member shall be charged an annual subscription fee for the Cooperative’s monthly publication of the Country Living Newsletter. The subscription fee will be determined annually based on the cost to produce and deliver the newsletter. The subscription price shall be deducted from the amounts accrued to the members as capital credits.
When in these Bylaws, it is provided that an action can be initiated by ten per centum or more of all the members, such actions of the members shall be instituted through the following procedures:
(a) if the purpose is to initiate a petition for a special meeting to be called pursuant to Article III, Section 2; or
(b) if the purpose is to initiate a petition requesting removal of a Trustee or Trustees pursuant to Article IV, Section 6; or
(c) if the purpose is to file a petition to bring charges requesting removal of an officer of the Cooperative pursuant to Article VI, Section 3, the Member(s) desiring to initiate such a petition shall present to the Secretary of the Board of Trustees the proposed petition clearly stating in adequate detail the basis and reason(s) for the petition. As soon as possible after being presented with the proposed petition, the Secretary shall consult with the member(s) desiring to present the petition to insure that the basis and reasons for the requested petition are clearly and adequately stated. Upon approval of the final language of the petition by the Secretary it can then be circulated for signature by the member(s). Each copy of the proposed petition shall contain the approved language stating the basis and reasons so that any member can read the petition prior to signing. There shall be no separate signature page. However, there can be any number of copies of the petition to be signed. Each copy of the petition
shall be signed only on the front page by any number of members. Each member shall sign the petition; print his or her name and current address and the date on which he or she signed the petition. The member(s) initiating the petition shall file the signed copies of the petition with the adequate number of signatures with the Secretary within ninety (90) days after the date the circulation could be started. The Secretary shall then examine the returned, signed petitions to verify that the petitions have been signed as required by only members in good standing and that there are the signatures of at least ten percent (10%) of the members of the Cooperative. This examination shall be completed within fifteen (15) business days after the filing of the signed petitions. If the petition is properly signed by a sufficient number of members, the Secretary shall give not less than 45 days or more than 60 days notice of the meeting of members (for petitions under Article III, Section 2 and Article IV, Section 6) or of the meeting of the Board of Trustees (for petitions under Article VI, Section 3). If the petition is not sufficient, the Secretary shall so notify the member(s) who initiated the petition.
ARTICLE XII - AMENDMENTS
These Bylaws may be altered, amended, or repealed by the members at any regular or special meeting, provided the notice of such meeting shall have contained a copy of the proposed alteration, amendment, or repeal.
