ARTICLE I MEMBERSHIP
SECTION 1. REQUIREMENTS FOR MEMBERSHIP.
Any individual or legal entity with the capacity to enter legally binding contracts and who consumes, receives, purchases, or otherwise uses:
1.Electric power or energy generated, transmitted, distributed, sold, supplied, furnished, or otherwise provided by the Cooperative;
2.As determined by the Cooperative, any other goods or services provided by the Cooperative and reasonably related to the person using electric power or energy provided by the Cooperative, the income from which may be exempt from federal income taxation;
3.Who prior to receiving service:
(a) Files a written application for membership therein;
(b) Agrees to purchase from the Cooperative electric energy as hereinafter specified;
(c) Agrees to comply with and bound by the Articles of Incorporation and Bylaws of the Cooperative and any rules and regulations adopted by the Board of Trustees; and
(d) Pays the membership fee hereinafter specified. No member may hold more than one (1) membership in the Cooperative, and no membership in the Cooperative shall be transferable, except as provided in these Bylaws.
4.A person is not eligible to become a member if the person resides at, engages in a business at, owns, controls, or otherwise occupies for approximately two (2) or more months each calendar year, a residence, office, building, premise, structure, facility or other location occupied by another person who is a member or if said first named person owes the Cooperative any amount.
5.No person, either individually or through an entity not considered to be legally separate from its members, owners, or participants, may hold more than one (1) Cooperative membership.
SECTION 2. MEMBERSHIP CERTIFICATES.
Membership in the Cooperative shall be evidenced by a membership certificate which shall be in such form and shall contain such provisions as shall be determined by the Board of Trustees. Such certificate shall be signed by the President and by the Secretary of the Cooperative and the Corporate Seal shall be affixed thereto. No membership certificate shall be issued for less than a membership fee fixed in these Bylaws, nor until such membership fee has been fully paid in cash.
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BYLAWS OF RURAL ELECTRIC COOPERATIVE, INC.
In case of a lost, destroyed, or mutilated certificate, a new certificate may be issued therefore upon such uniform terms and indemnity to the Cooperative as the Board of Trustees may prescribe.
SECTION 3. JOINT MEMBERSHIP.
A husband and wife may apply for a joint membership and, subject to their compliance with the requirements set forth in Section 1 of this Article, may be accepted for such membership. The term “member” as used in the Bylaws shall be deemed to include a husband and wife 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 to the holders of a joint membership shall be as follows:
1.The presence at a meeting of either or both shall be regarded as the presence of one (1) member and shall constitute a joint waiver of notice at the meeting;
2.The vote of either separately or both jointly shall constitute one vote;
3.A waiver of notice signed by either or both shall constitute a joint waver;
4.Notice to either shall constitute notice to both;
5.Expulsion of either shall terminate the joint membership;
6.Withdrawal of either shall terminate the joint membership;
7.Either but not both may be elected or appointed as an officer or trustee, provided that both meet the qualifications for such office.
SECTION 4. CONVERSION OF MEMBERSHIP.
1.A membership may be converted to a joint membership upon the written request of the holder thereof and the agreement by such holder and his or her spouse to comply with the Articles of Incorporation, Bylaws and rules and regulations adopted by the Board of Trustees. The outstanding membership certificate shall be surrendered, and shall be reissued by the Cooperative in such manner as shall indicate the changed membership status.
2.Upon the death of either spouse who is a party to the joint membership, such membership shall be held solely by the survivor. The outstanding membership certificate shall be surrendered, and shall be reissued in such manner as shall indicate the changed membership status; provided, however; that the estate of the deceased shall not be released from any debts due the Cooperative.
3.Upon the legal separation or divorce of the holders of a joint membership, such membership shall continue to be held solely by the one who continues directly to occupy or use the premises covered by such membership, in the same manner and to the same effect as though such membership had never been joint; provided that the other spouse shall not be released from any debts due the Cooperative.
4.Upon the dissolution for any reason of a partnership, or upon the death, withdrawal or addition of any individual partner, such membership shall continue
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to be held by such remaining and/or new partner or partners as continue to own, or to lease as lessor or lessee, or directly to occupy or use the premises being furnished service pursuant to such membership in the same manner and to the same effect as though such membership has never been held by different partners; BUT PROVIDED FURTHER, neither a withdrawing partner nor his estate shall be released from any debts then due the Cooperative. Upon cessation of a partnership, the partnership certificate shall be surrendered.
SECTION 5. MEMBERSHIP AND SERVICE CONNECTION FEE.
1.Membership Fee; Service Connection Fee or Deposit; Service Security and Facilities Extension Deposits; Contributions in Aid of Construction. The membership fee shall be as fixed from time to time by the Board. The membership fee, together with other payments, if any, shall entitle the member to one or more service connections. A service connection fee or deposit, in such amount as shall be prescribed by the Cooperative together with other payments, if any, shall be paid by the member for each service connection requested by him.
2.Application for Membership; Renewal of Prior Application. Application for membership-whereby the applicant shall agree to purchase electric power and energy from the Cooperative and to be bound by and to comply with all of the other provisions of the Cooperative’s Articles of Incorporation and Bylaws, and all rules, regulations, rate classifications and rate schedules established pursuant thereto, as all the same they exist or may thereafter be duly adopted, repealed or amended (the obligation embraced by such agreement being hereinafter called (“membership obligations”)-shall be made in writing on a form provided by the Cooperative. With respect to any particular classification of service for which the Board of Trustees (“Board”) shall require it, such application shall be accompanied by a supplement contract, executed by the applicant on a form provided by the Cooperative. The membership application shall be accompanied by the membership fee provided for in Article I Section 5 (1), together with any service security deposit, service connection deposit fee, facilities extension deposit, or contribution in aid of construction or execution supplemental contract that may be required by the Cooperative (hereinafter called “other payments, if any”), which fee and other payments, if any, shall be refunded in the event the application is denied. Any former member of the Cooperative may, by the sole act of paying a new membership fee and any outstanding account plus accrued interest thereon at a reasonable rate as from time to time established by the Board and in effect when such account first became overdue, compounded annually, together with other payments, if any, renew and reactivate any preapplication for membership to the same effect as though the application had been newly made on the date of said payment.
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SECTION 6. PURCHASE OF ELECTRIC POWER AND ENERGY; POWER PRODUCTION BY MEMBER; APPLICATION OF PAYMENTS TO ALL ACCOUNTS.
The Cooperative shall use reasonable diligence to furnish its members with adequate and dependable electric service, although it cannot and therefore does not guarantee a continuous and uninterrupted supply thereof; and each member, for so long as such premises are owned or directly occupied or used by him shall purchase from the Cooperative all central station electric power and energy purchased for use on all premises to which electric service has been furnished by the Cooperative pursuant to his membership, unless and except to the extent that the Board of Trustees may in writing waive such requirement, and shall pay therefore at the times and in accordance with the rules, regulations, and rate schedules (including any monthly minimum amount that may be charged without regard to the amount of electric power and energy actually used) established by the Board of Trustees and, if in effect, in accordance with the provisions of any supplemental contract that may have been entered into as provided for in these Bylaws.
Production or use of electric energy on such premises, regardless of the source thereof, by means of facilities which shall be interconnected with Cooperative facilities, shall be subject to appropriate regulations as shall be fixed from time to time by the Cooperative and/or any regulatory body having jurisdiction over such matters.
Each member shall also pay all other amounts owed by him to the Cooperative as and when they become due and payable. When the member has more than one service connection from the Cooperative, any payment for service to him by the Cooperative shall be deemed to be allocated and credited on a pro rata basis to his outstanding accounts for all such service connections, notwithstanding that the Cooperative’s actual accounting procedures do not reflect such allocation and proration.
SECTION 7. MEMBER SUSPENSION AND MEMBER TERMINATION.
The Cooperative may suspend members as provided in these Bylaws and allowed by law.
1.Suspension Reasons. The Cooperative may suspend a member for the following reasons: a.As otherwise provided in the Articles or these Bylaws; b.As required or permitted by law; c.For good cause determined by the Board; or d.If the member: i. Fails to timely pay any amounts due the Cooperative; ii. Fails to timely complete the Membership Procedure; iii. Fails to timely comply with the Governing Documents; iv. Who for a period of six months after service is available to the member, has not purchased electric or other service from the Cooperative; v. Dies, legally dissolves, or legally ceases to exist;
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vi. Tampers with, alters, interferes with, damages, or impairs any Cooperative equipment; or
vii. Voluntarily requests suspension.
2.Notice and Comment. Unless otherwise determined by the Board, a member is suspended upon:
a.The member’s voluntary request for suspension; or
b.Unless otherwise provided in these Bylaws, and following the occurrence of a suspension reason other than a member’s voluntary request for suspension, the Cooperative:
i. Provides the member at least fifteen (15) days prior written notice of the member’s possible suspension and the underlying suspension reason; and
ii. Notifies the member that the member has, and allows the member, at least five (5) days after the effective date of the notice to comment upon the suspension reason, either orally or in writing.
Any written suspension notice provided by mail must be mailed to the member’s most current address shown on the Membership List. Unless otherwise determined by the Board, a partnership-member continuing to use a Cooperative service is not automatically suspended upon the death of any partner, or following any other alteration in the partnership. A partner leaving a partnership-member remains liable to the Cooperative for any amounts owed to the Cooperative by the partnershipmember at the time of the partner’s departure.
3.Effect of Member Suspension Upon Cooperative. Upon a member’s suspension, and other than the Cooperative’s:
a.Obligation to retire and refund capital credits and affiliated capital credits; and
b.Obligations regarding the Cooperative’s dissolution, then:
i. The Cooperative’s duties, obligations, and liabilities imposed by these Bylaws for the member cease; and
ii. The Cooperative may cease providing any cooperative service to the member.
4.Effect of Member Suspension Upon Member. Other than the right to receive retired and refunded capital credits and affiliated capital credits, and other than rights upon the Cooperative’s dissolution, a suspended member forfeits and relinquishes all rights provided in the governing documents. In particular, a suspended member forfeits and relinquishes any voting rights provided by Law, the Articles, or these Bylaws. A suspended member, however, remains subject to all obligations imposed by the governing documents.
5.Lifting of Suspension. Unless otherwise determined by the Board, a member’s suspension is automatically lifted upon the member rectifying, to the Cooperative’s reasonable satisfaction, the underlying suspension reason within ten (10) days of the suspension. The Board may lift any member suspension for good cause as
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determined by the Board.
6.Automatic Suspension. A member shall be automatically suspended if said member having been disconnected for non-payment of a monthly billing, does not prior to the billing date following disconnect, pay the Cooperative all amounts owed and required for reconnect.
7.Member Termination. Upon approval by the Board, and as allowed by law, a suspended member is terminated. Termination of a member does not release the member from any debts, liabilities, or obligations owed the Cooperative. Upon a member’s termination from the Cooperative, and after deducting any amounts owed the Cooperative, the Cooperative shall return to the member any amounts authorized by the Board and generally returned to terminated members (any membership fee or deposit paid by the member).
SECTION 8. WIRING OF PREMISES; RESPONSIBILITY FOR METER TAMPERING OR BYPASSING AND FOR DAMAGE TO COOPERATIVE PROPERTIES; EXTENT OF COOPERATIVE RESPONSIBILITY; INDEMNIFICATION.
Each member shall cause all premises receiving electric service pursuant to his membership to become and to remain wired in accordance with the specifications of the National Electric Code, any applicable state code or local government ordinances, and of the Cooperative. If the foregoing specifications are variant, the more exacting standards shall prevail. Each member shall be responsible for - and shall indemnify the Cooperative and its employees, agents and independent contractors against death, injury, loss or damage resulting from any defect in or improper use or maintenance of - such premises and all wiring apparatus connected thereto or used thereon. Each member shall make available to the Cooperative a suitable site, as determined by the Cooperative, whereon to place the Cooperative’s physical facilities for the furnishing and metering of electric service and shall permit the Cooperative’s authorized employees, agents and independent contractors to have access thereto safely and without interference from any source for meter reading, bill collecting and for inspection, maintenance, replacement, relocation, repair or disconnection of such facilities at all reasonable times.
As part of the consideration for such service, each member shall be the Cooperative’s bailee of such facilities and shall accordingly desist from interfering with, impairing the operation of, or causing damage to such facilities, and shall use his best efforts to prevent others from so doing.
Each member shall also provide such protective devices to his premises, apparatuses, or meter base as the Cooperative shall from time to time require in order to protect the Cooperative’s physical facilities and their operation and to prevent any interference with or damage to such facilities.
In the event such facilities are interfered with, impaired in their operation, or
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damaged by the member, or by any other person when the member’s reasonable care and surveillance should have prevented such, the member shall indemnify the Cooperative and its employees, agents and independent contractors against death, injury, loss or damage resulting therefrom, including but not limited to the Cooperative’s cost of repairing, replacing or relocating any such facilities and its loss, if any, of revenues resulting from the failure or defective functioning of its metering equipment. The Cooperative shall, however, in accordance with its applicable service rules and regulations, indemnify the member for any overcharges for service that may result from a malfunctioning of its metering equipment or any error occurring in the Cooperative’s billing procedures.
SECTION 9. Membership List, Records and Information.
1.Membership List. The Cooperative, or the Cooperative’s agent, shall maintain a record of current members in a form permitting the Cooperative to:
a. Alphabetically list the names and addresses of all members and the federal tax identification numbers of all entity members; and
b. Indicate the number of votes each member is entitled to cast.
Unless otherwise determined by the Board or otherwise provided in these Bylaws, a member may inspect, copy, or receive a copy of the Membership List or any similar list of members upon five (5) business days’ prior written notice or request and:
a. At a reasonable time and location specified by the Cooperative, a member may inspect and copy the names and addresses included in the Membership List; or
b. If reasonable, as determined by the Cooperative, and upon a member paying the Cooperative a reasonable charge determined by the Cooperative covering the Cooperative’s labor and material cost of preparing and copying the Membership List, the Cooperative shall provide to the member a copy of the names and addresses included in the Membership List, If, and to the extent that:
a.The member’s demand is made in good faith and for a proper purpose;
b.The member describes with reasonable particularity the member’s purpose for inspecting or copying the Membership List; and
c.The Membership List is directly connected with the member’s purpose.
Without the Board’s consent, a member may not inspect, copy, or receive a copy of, the names and addresses included in the Membership List for any purpose unrelated to the member’s interest as a member. Without the Board’s consent, the names and addresses included in the Membership List may not be:
a.Used to solicit money or property unless the money or property is used solely to solicit member votes;
b.Used for any commercial purpose; or
c.Sold to, or purchased by, any person.
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2.Records and Information
Rural Electric Cooperative, Inc., its Board of Trustees, its employees, agents, or other representatives, shall not by oral, written or electronic means, release to any person or entity, except under proper means, release to any person or entity, except under proper order of a court, commission or state or federal agency, any information, records in part or whole, without the prior written consent of the member, his, her or its legal guardian, attorney or personal representative, executed in the form and manner required by the Cooperative, and on file with 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 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 of the Cooperative.
SECTION 3. EASEMENT FURNISHED BY MEMBER
Members Grant Easement in Load Management Programs. Each member shall, upon being requested so to do by the Cooperative, execute and deliver to the Cooperative grants of easement or right of way over, across, under and/or on such lands owned, or leased by or to, or mortgaged to, the member, and in accordance with such reasonable terms and conditions, as the Cooperative shall require for the furnishing of service to him or other members, or for the construction, operation, maintenance or relocation of the Cooperative’s electric facilities. Each member shall participate in any required program that may be established by the Cooperative to enhance load management or more efficiently to utilize or to conserve electric energy, or to conduct load research, and shall comply with all related rates and service rules and regulations.
Members grant to the Cooperative the right to enter into agreements for the shared use of the poles and other equipment located on the easements granted by members to the Cooperative and authorizes the Cooperative to make such charges and other considerations it deems appropriate for such joint or shared use.
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SECTION 1. ANNUAL MEETING.
The Annual Meeting of the Members shall be held during the month of October or November, on such date, and at such place, in the area serviced by the Cooperative, as may be determined by the Board of Trustees and designated in the notice of the meeting, for the purpose of passing upon reports for the previous fiscal year, election of Trustees and transacting such other business as may come before 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 OF MEMBERSHIP.
Special meetings of the members can be called by any of the following methods:
1.By the President;
2.By Resolution of the Board of Trustees;
3.Written request of at least three (3) Trustees;
4.Written request signed by ten percent (10%) or more of all the then current members.
SECTION 3. NOTICE OF MEMBERS’ MEETINGS.
Written or printed notice stating the day, place and hour of the meeting and, in case of a special meeting or an Annual Meeting, at which business other than that listed on Section 7 of this article is to be transacted, the purpose or purposes for the meeting is called, shall be given not less than ten (10) days nor more than twentyfive (25) days before the date of the meeting, either personally or by mail, by or at the direction of the Secretary, by the persons calling the meeting, to each member. Any such notice may be included with member service billings or as an integral part of the Cooperative’s monthly newspaper. If mailed, such notice shall be deemed to be given when deposited in the United States mail, addressed to the member at address as it appears on the records of the Cooperative, with postage prepaid thereon. In case of joint membership, notice given to either husband or wife shall be deemed notice to both. 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.
1.Except as otherwise provided in this Section 4 (2), business may be transacted at any meeting of the members if there are present in person at least five (5) percent of the then-total members of the Cooperative.
2.The members may not vote on a question of removing a Trustee from office or to fill any vacancy that may thereby be created, unless there are present in
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person at least ten (10%) percent of the then-total members of the Cooperative.
3.If less than the required quorum is present at any meeting, a majority of those present in person may adjourn the meeting to another time and date.
4.At all meetings of the members, whether a quorum be present or not, the Secretary shall annex to the meeting minutes, or incorporate therein by reference, a list of those members who were registered as present in person. Such records, together with all written ballots cast on any matter at the meeting, shall be impounded and retained by the Cooperative for a reasonable time, not less than six (6) months, after the adjournment of the meeting.
5.For purposes of determining a quorum of the then membership, it shall be based upon membership of record of the Cooperative as of 12:01 a.m. on the date of the meeting for which the quorum is required.
6.For purposes of determining quorum, members who have registered at or prior to a meeting of members, shall be considered as present at such meeting for all purposes.
SECTION 5. VOTING.
1.Each member shall be entitled to one vote only. Any legal entity, not a natural person, having membership in the Cooperative shall designate in writing a natural person to cast the vote of such entity. Such written authority shall be filed with the Secretary of the Cooperative at least ten (10) days prior to any meeting at which it may cast its vote. All questions shall be decided by a vote of a majority of the members voting thereon in person, except as otherwise provided by Law, the Articles of Incorporation or the Bylaws. Voting by mail or proxy shall not be permitted.
2.In the event that persons sharing a joint membership are unable to determine how the vote shall be voted, then each person may cast one-half vote each.
3.Voting by member 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 representing the same to vote.
4.In the event that a natural person member is not present where such member has a right to vote, but the absent member’s spouse is present, the spouse present may vote the membership provided that only one vote per member shall be allowed, except in case of the joint membership as above provided.
5.Voting for Trustee shall be by printed ballot marked by the member voting at the time of registration at the Annual Meeting of Members, unless changed by action of the Credentials and Elections Committee and published in the notice of the meeting, and all other voting shall be by show of hands, unless the person conducting the voting shall rule that the vote be by voice or ballot or unless by action of the Credentials and Elections Committee or the attending members prior to such voting, some other means of voting may be used. Proxy
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voting shall not be used to vote on any matter voted on by the members. Where there are two or more candidates for office of the Cooperative, the candidate receiving the highest number of votes shall be the winner. If necessary, drawing by lot shall be used to resolve any tie vote.
6.Any matter to be presented to the members for their vote must be presented in writing to the Secretary of the Cooperative at least 120 days prior to the meeting at which the vote thereon is to be held.
7.By two-thirds vote of the Board of Trustees, the Board may authorize a vote by mail by the members on any matter which the Bylaws require or authorize or which is not prohibited by the Bylaws:
a.Ballots for mail vote shall be printed and contain the matter to be voted upon, the response required and the time by which the ballot must be returned. b.The ballot with instructions shall be mailed to all members of record on the day the ballots are mailed.
c.Envelopes for returning the ballot shall be furnished the member with the ballot. The return envelope must exhibit the name and address of the member. d.The ballot shall be returned in an unmarked envelope which shall be enclosed in the addressed envelope of the member.
e.The ballots are to be secret and the unmarked envelopes are to be left unopened until delivered to the Credentials and Elections Committee. The Credentials and Elections Committee shall count the ballots and certify the results in writing to the Secretary of the Cooperative.
f.The majority of votes received shall determine the results of the vote.
8.Voting by mail shall not be allowed for the purpose of disposition of property as set out in Article VII of these Bylaws or for the sale, merger, consolidation or conversion of the Cooperative to another legal entity.
9.The Board of Trustees shall, at least ten (10) days before any meeting of the members, appoint a Credentials and Elections Committee consisting of an uneven number of members, not less than five (5) nor more than fifteen (15) who are not, and who are not close relatives or members of the same household of, existing Cooperative employees, agents, officers, Trustees or known candidates for Trustees to be elected at such meeting. In appointing the Committee, the Board shall have regard for equitable representation of the several areas served by the Cooperative. The Committee shall elect its own chairperson and secretary prior to the member meeting. It shall be the responsibility of the Committee to establish or approve the manner of conducting member registration and any ballot voting, to pass upon all questions that may arise with respect to the registration of members in person, to count all ballots cast in any election or in any other ballot vote taken, to rule upon the effect of any ballots irregularly or indecisively marked, and to pass upon any protest or objection filed with respect to any election or to conduct affecting the results of any election. In the event of a tie vote, except for elections of Trustees, the
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Committee shall cause the matter in which the tie vote was made, to be resubmitted to the membership for their vote until the tie be broken. In the event a protest or objection is filed concerning any election, such protest or objection must be filed within three (3) business days following the adjournment of the meeting in which the election was conducted. The Committee shall thereupon be reconvened, upon notice from its chairperson, not less than seven (7) days after such protest or objection is filed. The Committee shall hear such evidence as is presented by the protestor(s) or objector(s) who may be heard in person, by counsel, or both; and the Committee, by a vote of a majority of those present and voting, shall, within a reasonable time but not later than thirty (30) days after such hearing, render its decision, which may be either to affirm or change the results of the election or to set aside such election. The Committee’s decision (as reflected by a majority of those actually present and voting) on all such matters shall be final.
10.The Committee shall have no responsibility or authority with respect to any balloting, the conduct, supervision, counting and announcement of the results of which have by the Board been delegated to any other person(s).
11.The Credentials and Elections Committee shall serve and retain its rights, duties and authority until a successor Committee shall be established by the Board of Trustees.
SECTION 6. DISTRICTS AND OFFICES.
The territory served or to be served by the Cooperative shall be divided into three districts each of which shall contain as nearly as practicable the same number of members. Each district shall be represented by three (3) Trustees each of whom shall be a member of the Cooperative and shall reside in the district represented.
Not less than ten (10) days nor more than sixty (60) days before any meeting of the members at which Trustees are to be elected, the Board of Trustees shall review the composition of the several districts and if it should be found that inequalities in representation have developed which can be corrected by a re-delineation of districts, the Board of Trustees shall reconstitute the districts so that each shall contain as nearly as possible the same number of members.
Each of the three (3) districts shall have three (3) Trustees, the purpose of which is to stagger the terms of the members of the Board of Trustees and to elect them for concurrent three-year terms.
SECTION 7. NOMINATION AND ELECTION OF TRUSTEES.
1.Nominating Committee: Each year following the Annual Meeting of the Members, the Board of Trustees shall appoint a Nominating Committee, consisting of nine (9) members, three (3) from each district, who shall be members of the Cooperative and reside in the district they represent. A minimum of one representative from each of the three districts must be present in order to conduct a Nominating
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Committee meeting. No member of the Board of Trustees, Cooperative employee or officer, known candidate for trustee, or close relative or household member of any of such persons, shall serve on such committee.
2.The Nominating Committee shall meet not more than one hundred twenty (120) days nor less than ninety (90) days prior to the next annual meeting, for the purpose of determining the eligibility of all members nominated and to nominate candidates for the Board of Trustee offices to be filled at the next Annual Meeting of the Members. The committee shall nominate at least one candidate for each office to be filled. The Committee may, but is not required to nominate more than one candidate.
a.In the event that an incumbent trustee desires to continue in office for another three year term, said incumbent must file with the Secretary of the Cooperative in writing his intention, not later than 120 days prior to the date of the meeting of the members at which the office for which the incumbent seeks would be voted upon. If the Nominating Committee nominates the incumbent or if there are no other nominations from the Nominating Committee or by petition for the office for which the incumbent has notified of his intentions, the name of the incumbent shall be placed upon the ballot for the office for which he/she filed. In the event that only one person appears on the ballot, the ballot shall provide for the voter to indicate yes or no for the named person to be elected trustee for the office indicated on the ballot. If the person named fails to receive a majority of yes votes, the office for which the election was held, shall be considered vacant to be filled by the Board of Trustees as provided by these Bylaws and Board Policies.
b.Any fifty (50) or more members of the Cooperative, acting together, may make additional nomination(s) in writing over their signatures, listing their nominee(s) in like manner and filing the same with the Cooperative at least 120 days prior to the next Annual Meeting of the Members.
c.The Nominating Committee shall review and rule upon the eligibility of all members nominated by the Nominating Committee and/or by petition and certify said members as candidates at least ninety (90) days prior to the next Annual Meeting of the Members at which said candidates will be voted upon by the members.
d.At least ninety (90) days prior to the Annual Meeting of the Members, the list of candidates nominated by the Nominating Committee and by petition, if any, shall be filed in the office of the Cooperative and posted at the main entrance of the Cooperative headquarters building. The Cooperative Secretary shall mail or cause to be mailed, with the Notice of the Annual Meeting, or separately, at least ten (10) days prior to the date of the Annual Meeting, a statement of the number of Trustees to be elected and the names and addresses of the candidates nominated, specifying separately the
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nominations made by the Nominating Committee and also the nominations made by petition, if any.
e.No nominations shall be made from the floor of the Annual Meeting of the Members.
SECTION 8. ELECTION OF TRUSTEES.
Election of Trustees shall be by ballot marked by voting member at time of registration of that member at the annual membership meeting at which vote is taken.
Each member of the Cooperative present, in person, shall be entitled to vote for a candidate in each district. The candidate from each district receiving the highest number of votes shall be considered as the duly elected Trustee.
Tenure of Office of Trustees - The persons elected as Trustees from each of the three districts at the Annual Meeting of Members, to be held at the regular scheduled meeting in October or November, shall be divided into three (3) offices, each office shall be three (3) in number with the term of office of the Trustees of each office to be a period of three (3) years. At each Annual Meeting, three Trustees, one from each district whose term expires at the time of such meeting, shall be elected to hold office until the third succeeding Annual Meeting of the Members.
In the event that a quorum is not present and the election, because of such, cannot be held, then and 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. For the purpose of determining a quorum, the registration book shall be closed at the beginning of the meeting, and only those persons then registered or who may be present and available for registration may vote on the matters coming before the members at such meeting, including the election of the Trustee of said district.
In the event that only one person is to be voted upon for the office of Trustee, the ballot shall contain the following: Shall (Trustee’s Name) ______be elected Trustee for a term of three years for the office indicated? Yes_____ No_____
SECTION 9. ORDER OF BUSINESS.
The order of Business at the Annual Meeting of the Members, and, insofar as practicable or desirable, at all other meetings of the members shall be essentially as follows:
1.Registration and casting of ballots for the election of Trustees;
2.Report on the number of members registered in person in order to determine the existence of a quorum;
3.Reading of the notice of the meeting and proof of the due giving thereof, or of the waiver or waivers of notice of the meeting, as the case may be;
4.Reading of unapproved minutes of previous meetings of the members and the taking of any appropriate action thereon. By approved motion prior to the reading of the minutes and vote thereon, reading of the minutes may be waived;
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5.Presentation and consideration of reports of officers, Trustees and committees;
6.Unfinished business;
7.New business; and
8.Adjournment.
Notwithstanding the foregoing, the Board may for any such meeting, establish a different order of business for the purpose of assuring the earlier consideration of an action upon any item of business the transaction of which is necessary or desirable in advance of any other item of business; PROVIDED, no business other than adjournment of the meeting to another time and place may be transacted until and unless the existence of a quorum is first established.
ARTICLE IV
TRUSTEES
SECTION 1. GENERAL POWERS.
The business and affairs of the Cooperative shall be managed by the Board of nine (9) 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. TRUSTEE QUALIFICATIONS.
1.To become or remain a Trustee, a person must comply with or meet the following qualifications:
a.Be an individual.
b.Have the capacity to enter into legally binding contracts.
c.Be a member of the Cooperative.
d.Be currently receiving service from the Cooperative at his primary residential abode in the District from which that Trustee was or will be elected or chosen.
e.Is not in any way employed by or financially interested in a business dealing in or selling electrical energy, natural gas, propane, or any other form of commercial energy or a business substantially engaged in selling electrical or plumbing appliances, fixtures or supplies primary to the members of the Cooperative.
f.Has not plead guilty or no contest to, or has been finally convicted of a felony.
g.Is not a close relative of an incumbent Trustee or of an employee of the Cooperative.
h.Has not been an employee of the Cooperative for at least five years.
2.To continue in office as Trustee, a Trustee must comply with and meet the following:
a.Within three (3) years of becoming a Trustee, and unless excused by the Board for good cause, receive a Credentialed Cooperative Trustee
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designation, Director’s Certificate or similar certification from the National Rural Electric Cooperative Association. (b)Unless excused for good cause by the Board of Trustees or members, attends at least 85% of all regular and special board meetings during a calendar year. (c)Must not be declared incompetent by a proper judicial proceedings; have a guardian appointed over such Trustee; be committed or enter voluntarily an institution or resident care facility with the prognosis that the person would be there for six months or more.
3.Upon establishment of the fact that a nominee for Trustee lacks eligibility under this Section or as may be provided elsewhere in these Bylaws, it shall be the duty of the chairman presiding at the meeting at which such nominee would otherwise be voted upon to disqualify such nominee. Upon the establishment of the fact that any person being considered for, or already holding, a Trusteeship or other position of trust in the Cooperative lacks eligibility under this Section, it shall be the duty of the Board of Trustees to withhold such position from such person, or to cause him to be removed therefrom, as the case may be. Nothing contained in this Section shall, or shall be construed to, affect in any manner whatsoever the validity of any action taken at any meeting of the Board of Trustees, unless such action is taken with respect to a matter which is affected by the provisions of this Section and in which one or more of the Trustees have an interest adverse to that of the Cooperative.
SECTION 3. REMOVAL OF TRUSTEE BY MEMBERS.
The procedure for the removal from office of a Trustee shall be as follows:
1.If it should come to the knowledge of an officer or other Trustee that an individual serving as Trustee is no longer qualified to remain in office as such Trustee, the officer or Trustee having such knowledge shall notify the Secretary in writing of the grounds and circumstances which lead to the reason for such knowledge.
2.Any member may bring allegations against a Trustee by filing such allegations in writing with the Secretary, together with a petition signed by at least ten percent (10%) of the members and request the removal of such Trustee by reason thereof.
3.Upon receipt of written notification as set out in paragraphs 1 and 2 above, the Secretary shall provide such information to the Credentials and Elections Committee within seven (7) days after receipt of such written information by the Secretary.
4.The Credentials and Elections Committee shall set a hearing of the alleged reasons for removal of the Trustee, not less than twenty (20) days nor more than thirty (30) days after mailing of said notice to the Trustee. Notice shall be given the Trustee in writing, mailed to the address of said Trustee on the records of the Cooperative.
5.The Trustee against whom such allegations have been brought shall be informed
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in writing of the allegations at least twenty (20) days prior to the meeting at which the allegations 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 allegations, and the person or persons bringing the allegations against him shall have the same opportunity.
6.If after the hearing, the Credentials and Elections Committee determines that there is cause for the removal of said Trustee, the decision of the Committee shall be provided to the Secretary in writing and the Secretary shall cause said matter to be placed before the next meeting of the membership for their vote.
7.If a Trustee shall be removed from office, the office from which said Trustee has been removed, shall be deemed vacant and shall be filled by the Board of Trustees as provided in these Bylaws and Board of Trustee policies.
8.A two-thirds vote in favor of the motion to remove shall be required of the members present and voting, to pass and effect removal of the Trustee subject to that motion.
SECTION 4. VACANCIES.
Subject to the provisions of the Bylaws with respect to the filling of vacancies caused by the death, resignation, or removal of Trustee, by the members or the Board of Trustees, a vacancy occurring on 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 Trustee in respect of whom the vacancy occurs. The member elected as Trustee by the Board of Trustees to fill the vacancy must reside in the same district as the Trustee to whose office he succeeds and otherwise meet the qualifications of Trustee as set out in Article IV, Section 2 hereof.
SECTION 5. 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 in behalf of the Cooperative, and authorized by the Board of Trustees. No Trustee shall receive compensation for serving the Cooperative in any other capacity, provided, however, that Trustees shall be entitled to receive such benefits as may from time to time be offered Trustees of all Rural Electric Cooperatives under programs sponsored by the National Rural Electric Cooperative Association. No close relative of a Trustee shall receive compensation for serving the Cooperative, unless the payment of the 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 as an emergency measure.
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SECTION 6. ECONOMIC DEVELOPMENT.
The Board is empowered to promote economic development of the general areas in or near to which the Cooperative serves. Such promotion may include, but shall not be limited to, (a) membership in or ownership of securities issued by other organizations engaged in such promotion, (b) expending, investment, lending or underwriting reasonable amounts of funds, and (c) acquisition, through purchase, lease, option or otherwise, of land and other properties for resale, lease or sublease to institutional, commercial and industrial enterprises or other entities.
ARTICLE V MEETING OF TRUSTEES
SECTION 1. REGULAR MEETINGS.
A regular meeting of the Board of Trustees shall be held monthly, at such time and place, as the Board of Trustees may provide by resolution. Such regular monthly meetings may be held without notice other than such resolution fixing the time and place thereof. The President may change the date, time, or place of a regular monthly meeting of the Trustees for good cause and upon at least three (3) days notice thereof to all Trustees.
Attendance at Board meetings by telephone or other telecommunications devices may be used if no other Trustee objects. A Trustee may attend and participate in a Board meeting by being continuously connected thereto by telephone or other telecommunications device in such a manner that he may speak to and be heard by such meeting and all other Trustees there present may hear and speak to him.
SECTION 2. SPECIAL MEETINGS.
Special meetings of the Board of Trustees may be called by the President or by any three (3) Trustees, and 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 for the holding of the meeting. Special meetings, upon proper notice as otherwise provided in Section 2 may also be held via telephone conference call, without regard to the actual location of the Trustees at the time of such a telephone conference meeting, if all the Trustees consent thereto.
SECTION 3. NOTICE OF TRUSTEES’ MEETINGS.
Written notice of the time, place and purpose of any special meeting of the Board of Trustees shall be delivered not less than three (3) 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, to each Trustee. If mailed, 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. By prior action of the
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Board, notice may be given to Trustees by electronic means such as fax and e-mail, or similar typed communication in common use at the time.
Any 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 because the meeting shall not have been lawfully called or convened.
A waiver of notice may be executed prior to or after that meeting for which the notice applies and the effect is that the person executing the waiver received adequate and timely notice as required by the Bylaws and applicable statutes. A waiver may be executed in any form and manner by which notice may be given for the meeting for which the waiver is given.
SECTION 4. QUORUM.
A majority of the Board of Trustees shall constitute a quorum, provided, that less than such majority of the Trustees 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 such adjourned 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.
ARTICLE VI OFFICERS
SECTION 1. NUMBER OF OFFICES.
The officers of the Cooperative shall be President, Vice-President, Secretary and Treasurer. The offices of Secretary and Treasurer may be held by the same person.
SECTION 2. ELECTION AND TERM OF OFFICE.
The officers shall be elected, annually, by and from the Board of Trustees at the first meeting of the Board of Trustees, 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 convenient. 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 qualified. A vacancy in any office shall be filled by the Board of Trustees for the unexpired portion of the term. The officers named in Section 1, Article VI, shall be elected by secret ballot, annually and without prior nomination. Any other officers may be elected by the Board of Trustees with such title, tenure, responsibilities and authorities as the Board may from time to time deem advisable.
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SECTION 3. REMOVAL OF OFFICERS AND AGENTS BY TRUSTEES.
1.Any officer or agent elected or appointed by the Board of Trustees may be removed by the Board of Trustees whenever in its judgement, the best interests of the Cooperative will be served thereby.
2.In addition, any member of the Cooperative may bring allegations against an officer by filing such allegations in writing with the Secretary, together with a petition signed by ten percent (10%) of the members and request the removal of the particular officer by reason thereof.
3.Within ten (10) days after allegations against an officer have been filed, those allegations shall be delivered to the Credentials and Elections Committee for consideration and action.
4.The officer against whom such allegations have been brought shall be informed in writing of the allegations at least twenty (20) days prior to the meeting at which the allegations 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 allegations; and the person or persons bringing the allegations against him 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.
5.A two-thirds vote in favor of the motion to remove shall be required of the members present voting, to pass and effect removal of the Trustee subject to that motion.
SECTION 4. PRESIDENT.
The President shall:
1.Be the principal executive office 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. The President may designate some person to preside at any meeting over which the President has authority and duty to preside;
2.Sign, with the Secretary, certificates of membership, the issuance of which shall have been authorized by the Board of Trustees or the members, and shall 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 the Bylaws to some other officer or agent of the Cooperative, or shall be required by law to be otherwise signed or executed; and
3.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
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have all the powers of and be subject to all the restrictions upon the President. The Vice-President shall also perform such other duties from time to time, as may be assigned to him by the Board of Trustees.
SECTION 6. SECRETARY.
The Secretary shall:
1.Keep the minutes of the meetings of the members and of the Board of Trustees in one or more books provided for that purpose;
2.See that all notices are duly given in accordance with the Bylaws or as required by law;
3.Be custodian of the Corporate Records, and of the seal of the Cooperative and affix said seal of the Cooperative to all certificates of membership prior to the issuance thereof and all documents, the execution of which on behalf of the Cooperative under its seal is duly authorized or required in accordance with the provisions of the Bylaws;
4.Keep a register of the names and post office addresses of all members;
5.Sign, with the President, certificates of membership, prior to the issuance thereof which shall have been authorized by the Board of Trustees or the members;
6.Have general charge of the books of the Cooperative in which a record of the members is kept;
7.Keep 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 at all times be open to the inspection of any member, and at the expense of the Cooperative, forward a copy of the Bylaws and of all amendments thereto to each member; and
8.In general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to the Secretary by the Board of Trustees and as provided in these Bylaws.
SECTION 7. TREASURER.
The Treasurer shall:
1.Have charge and custody of and be responsible for all funds and security of the Cooperative;
2.Be responsible for the receipt of 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 the Bylaws; and
3.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 by the Board of Trustees.
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SECTION 8. CHIEF EXECUTIVE OFFICER (CEO)/EXECUTIVE VICEPRESIDENT.
The Board shall appoint a CEO, who may be, but shall not be required to be a member of the Cooperative, and who also may be designated Executive VicePresident. Such officer shall perform such duties as the Board may from time to time require and shall have such authority as the Board may from time to time vest in him; and the Board shall set forth and maintain, and shall from time to time review and as appropriate revise, a written description of such duties and authorities.
SECTION 9. BONDS OF OFFICERS.
The Treasurer and any other officer or agent of the Cooperative charged with responsibility of the custody of any of its funds or property shall give bond in such sum and with such surety as the Board of Trustees shall determine. The Board of Trustees at its discretion may also require any other officer, agent, or employee of the Cooperative to give bond in such amount and with such surety as it shall determine. The cost of such bonds will be paid by the Cooperative.
SECTION 10. COMPENSATION.
The powers, duties, and compensation of any officers, agents, and employees shall be fixed by the Board of Trustees, subject to the provisions of the Bylaws with respect to compensation for Trustees and close relatives of 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.
SECTION 12. DELEGATION OF SECRETARY’S AND TREASURER’S RESPONSIBILITIES.
Notwithstanding the duties, responsibilities and authorities of the Secretary and of the Treasurer herein before provided, the Board of Trustees by resolution may, except as otherwise limited by law, delegate, wholly or in part, the duty and authority for, and the regular routine administration of, one or more of each such officer’s such duties to one or more agents, other officers or employees of the Cooperative who are not Trustees. To the extent that the Board does so delegate with respect to either such officer, that officer as such shall be released from such duties.
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INTEREST
SECTION 1. INTEREST OR DIVIDENDS ON CAPITAL PROHIBITED.
The Cooperative shall at all times be operated on a Cooperative nonprofit 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. The term “patron” as used herein shall mean only a person, firm or entity with whom the Cooperative does business, either as a member with provisions of these Bylaws or as a non-member by authorized contractual authority. (Deposits are not to be construed as capital furnished for purposes of this Section.)
SECTION 2. PATRONAGE CAPITAL IN CONNECTION WITH FURNISHING PATRONAGE BUSINESS.
In the furnishing of services of all kinds, including furnishing of electric power and energy, 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, 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 Cooperative in computing its current taxable income). All such amounts at the moment of receipt by the Cooperative, are received with the understanding that they are furnished by the patrons, members and non-members alike, 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; PROVIDED, that individual notices of such amounts furnished by each patron shall not be required if the Cooperative notifies all patrons of the aggregate amount of such excess and provides a clear explanation of how each patron may compute and determine for himself the specific amount of capital so credited to him.
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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AND PATRONAGE CAPITAL
All other amounts received by the Cooperative from its operation in excess of costs and expenses shall, insofar as permitted by law, be:
1.used to offset any losses incurred during the current or any prior fiscal year and;
2.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 part of the capital credited to the accounts of patrons, as herein provided.
3.In the event of dissolution or liquidation of the Cooperative, after all 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 shall determine that the financial condition of the Cooperative will not be impaired thereby, the capital credited to patrons’ accounts may be retired in full or in part.
Notwithstanding any other provisions of these Bylaws, the Board of Trustees shall determine the method of allocation, basis, priority, order and time of retirements of capital credits. PROVIDED, however, that the Board of Trustees shall have the power to adopt rules providing for the separate retirement of that portion (“power supply or other service or supply portion”) of capital credited to the accounts of members which corresponds to capital credited to the account of the Cooperative by an organization furnishing electric service or any other service or supply to the Cooperative. Such rules shall:
1.Establish a method for determining the portion of such capital credited to each member for each applicable fiscal year,
2.Provide for separate identification on the Cooperative’s books of such portions of capital credited to the Cooperative’s members,
3.Provide for appropriate notifications to members with respect to such portions of capital credited to their accounts, and
4.Preclude a general retirement of such portions of capital credited to members for any fiscal year prior to the general retirement of other capital credited to members for any prior fiscal year.
Capital credited to the account of each member 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 member’s premises served by the Cooperative, unless the Board of Trustees, acting under policies of general application, shall determine otherwise.
Notwithstanding any other provisions of these Bylaws, the Board of Trustees shall, at its discretion, have the power at any time upon the death of any member, who was a natural person, if the legal representatives of his estate shall request in writing that the capital credited to such member be retired prior to the time such capital would otherwise be retired under the provisions of the Bylaws, to retire such capital immediately upon such terms and conditions as the Board of Trustees, acting under
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policies of general application to situations of like kind, and such legal representatives, shall agree upon; PROVIDED, however, that the financial condition of the Cooperative will not be impaired thereby.
To secure payment of any amounts owed by a member to the Cooperative, including any reasonable compounded interest and late payment fee determined by the Board, the Cooperative has a security interest in the capital credits and affiliated capital credits of every member or former member.
Before retiring and refunding any capital credits or affiliated capital credits, the Cooperative may deduct from the capital credits or affiliated capital credits any amounts owed to the Cooperative by the member or former member including any reasonable compounded interest and late payment fee determined by the Board.
If the Cooperative takes reasonable measures to notify any member or former member of retired or refunded capital credits or affiliated capital credits, and if the member or former member fails to claim the retired or refunded capital credits or affiliated capital credits within seven (7) years, then the member or former member contributes the unclaimed amounts to the Cooperative, and the Cooperative accepts the unclaimed amounts from the member or former member, as permanent, nonallocated capital.
The members 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 member, and both the Cooperative and the members are bound by such contract, as fully as though each member had individually signed a separate instrument containing such terms and provisions.
SECTION 3. MEMBER/PATRONAGE REFUNDS IN CONNECTION WITH FURNISHING OTHER SERVICES.
In the event that the Cooperative should engage in the business of furnishing goods or services other than electric energy, all amounts received and receivable therefrom which are in excess of costs and expenses properly chargeable against the furnishing of such goods or services may by Resolution of the Board of Trustees, or under policies of the Board of Trustees, be considered Capital Credits and Patronage Refunds and be made to all patrons..
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 meeting of the members thereof by the affirmative vote of not less than two-thirds (2/3) 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;
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PROVIDED, however, that notwithstanding anything herein contained, 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 twothirds (2/3) of the Board of Trustees to authorize the execution and delivery of a lease and 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 transactions shall apply only to the physical assets of a 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 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 Cooperative.
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 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 confined to specific instances.
SECTION 2. CHECKS, DRAFTS, ETC.
Except as otherwise provided by law or in these Bylaws 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, officers, agent, or agents of the Cooperative and in such manner as shall from time to time be determined by resolution of the Board of Trustees.
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SECTION 3. DEPOSITS AND INVESTMENTS.
All funds of the Cooperative shall be deposited or invested from time to time to the credit of the Cooperative in such bank or banks or in such financial securities or institutions as the Board of Trustees may select.
SECTION 4. FISCAL YEAR.
The fiscal year of the Cooperative shall begin on the first day of September and end on the 31st day of August, provided that the fiscal year may be changed by the Board of Trustees from time to time as the Board deems appropriate.
ARTICLE XI
MISCELLANEOUS
SECTION 1. WAIVER OF NOTICE.
1.Any member 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 because the meeting shall not have been lawfully called or convened.
2.A waiver of notice may be executed prior to or after the meeting for which the waiver applies and the effect is that the person executing the waiver received adequate and timely notice as required by the Bylaws and applicable statutes.
3.A waiver may be executed in any way or means that notice can be given.
4.For purpose of determining members of the Cooperative, record date shall be 12:01 of the day that notice to the members is required to be given or that a meeting of membership is held or at any other date that the names and/or number of members is required to be established.
SECTION 2. POLICIES, RULES AND REGULATIONS.
The Board of Trustees shall have the power to make, adopt, amend, abolish and promulgate such policies, rules, regulations, rate classifications, rate schedules, contracts, security deposits and any other types of deposits, payments or charges, including contributions in aid of construction, not inconsistent with law or the Cooperative’s Articles of Incorporation or Bylaws, as it may deem advisable for the management, administration and regulation of the business and affairs of the Cooperative.
SECTION 3. ACCOUNTING SYSTEM AND REPORTS.
The Board of Trustees shall cause to be established and maintained a complete accounting system of the Cooperative’s financial operations and condition, and shall, after the close of each fiscal year, cause to be made a full, complete and independent
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audit of the Cooperative’s accounts, books and records reflecting financial operations during, and financial condition as of the end of, such year. The Board may authorize special audits, complete or partial, at any time and for any specified period of time.
SECTION 4. CLOSE RELATIVE DEFINED.
1.As used in these Bylaws, “close relative” means a person who, by blood or inlaw, including half, foster, step and adoptive kin is either a spouse, child, grandchild, parent, grandparent, brother, sister, aunt, uncle, nephew or niece of the principle.
2.Any person not defined above but who co-habitates in the home of the principle shall be considered a close relative for purposes of these Bylaws.
3.Notwithstanding any of the foregoing provisions of this Section treating with close relative relationships, no incumbent Trustee shall lose eligibility to remain a Trustee or to be re-elected as a Trustee if, during his incumbency as a Trustee he becomes a close relative of another incumbent Trustee or of a Cooperative employee because of a marriage to which he was not a party.
SECTION 5. PUBLICATIONS.
For the purpose of disseminating information devoted to the economical, effective and conservative use of electric energy, the Board shall be empowered, on behalf of and for circulation to the members periodically, to subscribe to “OKLAHOMA LIVING”, or any successor publication, including, if the Board so elects, a cooperative “newsletter” now named “Co-op Comments” or a successor like publication, covering local activities, operations and interests of the Cooperative and/or its members and be one means of giving notice to members when required by the Bylaws or law or other regulations. The subscription or publication and distribution costs of such publications shall be a general expense of the Cooperative.
SECTION 6. MEMBERSHIP IN OTHER COOPERATIVES OR CORPORATIONS.
The Cooperative, through action by two-thirds of the Board of Trustees, may become a member in one or more cooperatives or corporations, whether stock or non-stock, profit or non-profit, be an incorporator, promoter or manager of any such cooperative or corporation, participate with others in any such cooperative or corporation, or in any transaction, undertaking or arrangement including, but not limited to: the lending or borrowing of funds, the participation in public or private grants programs; all of which are not otherwise prohibited by state or federal law and which the Cooperative would have the power to conduct by itself, whether or not such participation involves sharing or delegation of control to others.
SECTION 7. ELECTRONIC DOCUMENTS.
If a member owns, controls, or has reasonable access to the hardware and software
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specified by the Cooperative, then, regardless of any contrary Bylaw:
1.The member agrees to:
a.Use, accept, send, and receive electronic signatures, contracts, records, notices, communications, and other documents (collectively, “Electronic Documents”) regarding any transaction with, for, or involving the Cooperative;
b.Conduct any action or transaction with, for, or involving the Cooperative by electronic means; and
c.Give this consent electronically, or confirm this consent electronically; and
2.As determined by the Board:
a.Any electronic document to or from the member satisfies any requirement imposed by Law, the Articles, or these Bylaws that the underlying signature, contract, record, notice, communication, or other document be in writing;
b.Electronically sending or receiving any electronic document to or from the member satisfies any requirement imposed by Law, the Articles, or these Bylaws that the underlying signature, contract, record, notice, communication, or other document be sent or received personally or by mail; and
c.The member electronically taking any action provided in these Bylaws satisfies any requirement imposed by Law, the Articles, or these Bylaws regarding the form or manner of taking the action.
3.Any electronic document sent electronically to a member or former member at the member or former member’s last known electronic address is considered sent and received on the date sent. Any electronic document sent electronically to the Cooperative from a member or former member is considered sent and received on the date received by the Cooperative.
4.Financial Transactions. By agreement with the Cooperative, a member may make or authorize payments of obligations to the Cooperative by electronic means.
SECTION 8. ELECTRONIC TRANSACTIONS.
The Board of Trustees may authorize the use of electronic means for carrying out the activities of the Cooperative. Such activities shall include but not be limited to the following:
1.Correspondence.
2.Transfer and/or receipt of funds, or equivalent.
3.Contracts, agreements, leases, notes, mortgages and other legal instruments.
4.Transfer and receipt of data.
5.Internal and external communications.
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6.Notices.
7.Tax form filings and information.
8.Reports governing bodies.
9.Internet activities by web site, e-mail, etc.
10.Telephone transactions by individual, conference call, fax and similar methods.
11.Cell phone and other wireless communications.
12.Acquiring, storing and using data from any electronic means in obtaining and distributing energy.
13.Any other activities which may be developed through electronic means.
ARTICLE XII AMENDMENTS
SECTION 1. POWER TO AMEND.
The Cooperative’s Bylaws may be adopted, amended or repealed (“changed”) by the members; PROVIDED, either the Board or the members may declare the repeal of any bylaw provision if, as established by law, such is illegal or has become a legal nullity.
SECTION 2. PROCEDURE FOR AMENDING.
A Bylaw may be changed only if the change or an accurate summary explanation thereof is noticed to the members and is sponsored by the Board or by at least ten (10%) percent of the membership, who over their signatures, at least ninety (90) days prior to the date of the member meeting at which such change will be acted upon, file with the Cooperative a petition proposing such change and setting forth with particularity the wording thereof and the time that the change is to become effective; PROVIDED, if the Cooperative is presented with such a petition over the signatures of less than ten (10%) percent of the membership, and if the request sets forth with particularity the wording of the proposed change and the time that the change is to become effective, the Board may, but shall not be obligated to, waive the foregoing petition requirement and cause such proposed change to be noticed and acted upon; PROVIDED FURTHER, the Board shall not cause any proposed bylaw change to be noticed or acted upon, or permit any amendment to a proposed bylaw change to be acted upon, if it determines that such, if adopted, would be illegal or a legal nullity. No proposed bylaw change may be amended from the floor of the member meeting at which it is being considered.
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