Fannin County
Electric Cooperative, Inc.
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Fannin County
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Any natural person, firm, association, corporation, partnership, sole proprietorship, federal agency, state or political subdivision thereof, or body politic ("person") may become a member of the Fannin County 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 By-Laws of the Cooperative and any rules and regulations adopted by the Board of Directors, and
(d) Paying the membership fee hereinafter specified; provided, however, that no person shall become a member unless and until he or she has been accepted for membership in the Cooperative by the Board of Directors or the members as provided in these By-Laws.
At each meeting of the members, all applications received more than ninety days prior to such meeting which have not been accepted by the Board of Directors shall be submitted by the Secretary to such meeting and, subject to compliance by the applicant with the requirements hereinabove set forth, any such application me by accepted by vote of the members. The Secretary shall give each such applicant at least ten days' written notice of the date of the members' meeting to which his application will be submitted and such applicant shall be entitled to be present and heard at the meeting. No natural person, firm, association, corporation, partnership, sole proprietorship, federal agency, state or political subdivision thereof, or any body politic may own more than one membership in the corporation.
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 these by-laws shall be deemed to include a husband and wife holding a joint membership and any provisions relating to the rights or 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 either or both shall be regarded as the presence of one member and shall constitute a joint waiver of notice of the meeting.
(b) The vote of either separately or both jointly shall constitute one joint vote.
(c) A waiver of notice signed by either or both shall constitute a joint waiver;
(d) Notice to either shall constitute notice to both;
(e) Expulsion of either shall terminate the joint membership;
(f) Withdrawal of either shall terminate the joint membership;
(g) Either but not both concurrently may be elected or appointed as an officer or Director provided that both meet the qualifications for such office.
(h) Divorce between spouses who are joint members shall terminate the joint membership; provided, however, neither former spouse shall be released from any debts or other obligations due to the Cooperative.
(a) 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, By-Laws of the Cooperative and any amendments made thereof, and rules and regulations adopted by the Board of Directors. The outstanding membership shall be surrendered, and shall be reissued by the Cooperative in such a manner as shall indicate the changed membership status.
The membership fee shall be specified in the Tariff of the Cooperative, as approved by the Board of Directors. Upon payment of such membership fee, as well as other fees, contribution in aid of construction, and deposits required by the Tariff of the Cooperative, as well as acceptance of the membership as provided above, the member shall be eligible for service connection.
Each member shall, as soon as electric energy shall be available, purchase from the Cooperative all electric energy for use 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 Directors. Production or use of electric energy on such premises, regardless of the source thereof, by means of facilities which shall be interconnected with the Cooperative's facilities shall be subject to the appropriate regulation as shall be fixed from time to time by the Cooperative. 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 by-laws. 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 Directors from time to time. Each member shall also pay all amounts owed by him to the Cooperative as and when the same shall become due and payable. When the member has more than one (1) service connection from the Cooperative, any payment by him for service from the Cooperative shall be deemed allocated and credited on a pro rata basis to his outstanding account for all service connections, notwithstanding that the Cooperative's actual accounting procedures do not reflect such allocation and proration.
(a) Upon failure to pay any amount owed for electric service received from the Cooperative after the expiration of the time specified a member's utility service may be disconnected and after notice to the member to pay any amounts due the Cooperative or to cease any other non-compliance of his membership obligations, a member's membership shall automatically be suspended. During such suspension the member shall not be entitled to receive electric service from the Cooperative or to cast a vote at any meeting of the members. Payment of all amounts due the Cooperative, including any additional charges required for such reinstatement and/or cessation of any non-compliance of his membership obligations shall automatically reinstate the membership.
(b) Any member may withdraw from membership upon compliance with such uniform terms and conditions as the Board of Directors may prescribe. The Board of Directors of the Cooperative may, by the affirmative vote of not less then two-thirds of all the Directors, expel any member who fails to comply with any of the provisions of the Articles of Incorporation, By-Laws, or rules or regulations adopted by the Board of Directors, but only if such member shall have been given written notice by the Secretary of the Cooperative that such failure shall have continued for at least ten days after such notice was given. Any expelled member shall be reinstated by vote of the Board of Directors, or by vote of the members at any 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 Directors.
(c) Membership in the Cooperative and the Certificates representing the same shall not be transferable and upon the withdrawal, death, cessation of existence or expulsion of a member, the membership of such member shall thereupon terminate, and the membership certificate of such member shall be surrendered forthwith to the Cooperative. Termination of membership in any manner shall not release a member or his estate from any debts due to the Cooperative.
(d) In case of withdrawal or termination of membership in any manner, the Cooperative shall repay to the member the amount of the membership fee paid by him, provided, however, that the Cooperative shall deduct from the amount of the membership fee the amount of any debts or obligations owing from the member to the Cooperative.
(e) Upon discovery that the Cooperative has been furnishing electric service to any person other than a member, it shall cease furnishing such service unless such consumer applies for, and the Board of Directors approve membership retroactively to the date on which such person first began receiving such service, in which event the Cooperative, to the extent practical, shall correct its membership and all related records accordingly.
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 except as provided by law.
The Annual Meeting of members shall be held at such time and place as shall be designated by the Board of Directors and described in the notice of the meeting, for the purpose of electing Directors, passing upon reports covering the previous fiscal year and transacting such other business as may come before the meeting. It shall be the responsibility of the Board of Directors to make adequate plans and preparations for the Annual Meeting. Failure to hold the Annual Meeting at the designated time shall not work a forfeiture or dissolution of the Cooperative.
Special meetings of the members may be called by the President, by at least three (3) Directors or upon a written request signed by at least ten per centum (10%) of all the members, 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 shall be held at such places as designated by the Board of Directors as specified in the Notice of the Special Meeting.
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 (10) days nor more than thirty (30) 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 of the Secretary, 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 incidental and non-intended failure of any member to receive notice deposited in the mail addressed to the member at his address as shown on the Cooperative's books 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, and the attendance in person of a member at any meeting of members shall constitute a Waiver of Notice of such meeting unless such attendance shall be for the express purpose of objecting to the transaction of business or one (1) or more items of business on the grounds that the meeting shall not have been lawfully called or convened. Any member attending any meeting for the purpose of making such objections shall notify the Secretary prior to or at the beginning of the meeting of his objection.
Except as otherwise provided in the Articles of Incorporation, as long as the total number of members does not exceed one thousand (1000), at least fifteen per centum (15%) of the total members, present and in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the members, provided at least five per centum (5%) of the total number of members are present in person. In case the total number of members shall exceed one thousand (1000) then one hundred fifty (150) of the members present in person or represented by proxy shall constitute a quorum for the transaction of business at all meetings of the members. If less than a quorum is present at any meeting, a majority of those present in person may adjourn the meeting from time to time without further notice.
Each member who is not in a status of suspension as provided in Article I, Section 6, shall be entitled to only one (1) vote and no more upon each matter submitted to a vote at any meeting of the members. At all meetings of the members all questions shall be decided by a majority of the members voting thereon except as otherwise provided by the law, or by the Cooperative's Articles of Incorporation or these By-Laws. If a husband and wife hold a joint membership, they shall jointly be entitled to one (1) vote on each matter submitted to a vote at a meeting of the members. In conjunction with a Member Meeting, members may vote by mail as provided in these By-Laws.
a. Describe or summarize each proposed action or matter upon which a Member is asked to vote.
b. Contain a statement that the complete text of any proposed resolution, amendment to the Articles of Incorporation, motion, action, or any other matter being determined by the Member Mail Ballot shall be available for examination at the Cooperative's office during regular office hours.
c. State the date of any Member Meeting at which Members are scheduled to vote on the matters contained in the Member Mail Ballot.
d. Provide an opportunity to vote for or against, or to abstain from voting, on each proposed action.
e. Instruct the Member how to complete and return the completed Member Mail Ballot.
f. State the time and date by which the Cooperative must receive the completed Member Mail Ballot.
Unless otherwise provided by the Board, a Member may not revoke a completed Ballot received by the Cooperative. A Member's failure to receive a Member Mail Ballot does not affect any action taken in connection with the Member Mail Ballot.
The order of business at the Annual Meeting of the members and, so far as possible at all other meetings of the members, shall be essentially as follows, except as otherwise determined by the members at such meeting:
The business and affairs of the Cooperative shall be under the direction of a Board of seven (7) Directors. The Board shall exercise all of the powers of the Cooperative except such as are by law, the Articles of Incorporation or these By-Laws conferred upon or reserved to the members.
Directors shall be so nominated and elected that one (1) Director from each districts numbered 3, 5, and 7 shall be elected for three (3) year terms at the 1998 annual member meeting; one (1) Director from each districts numbered 2 and 4 shall be elected for three (3) year term at the next succeeding annual member meeting; and one (1) Director from each districts numbered 1 and 6 shall be elected for three (3) year terms at the next succeeding annual member meeting, and continuing in order thereafter. Upon their election, Directors shall, subject to the provisions of the By-Laws with respect to the removal of Directors, serve until the annual meeting of the members of the year in which their terms expire or until their successor shall have been elected and shall have qualified. If for any reason an election of Directors shall not be held at an Annual Meeting of the members duly fixed and called pursuant to these By-Laws, such election may be held at an adjournment of such meeting or at a subsequently held special meeting or the next Annual Meeting of the members. Failure of an election for a given year shall allow the incumbents whose directorships would have been voted on to hold over only until the next member meeting at which a quorum is present.
Any Director absent for three (3) consecutive regular meetings of the Board of Directors without legitimate excuse acceptable by the majority of the remaining Directors, shall be automatically suspended from serving on the Board of Directors, subject to reinstatement by unanimous consent of the remaining Directors, provided, however, such reinstatement is effective before a new Director shall have been appointed or elected.
No person shall be eligible to become or remain a Director of the Cooperative who: (a) is a close relative of an incumbent Director if the incumbent Director is to continue to serve as a Director after the election of the close relative, or is a close relative of an employee of the Cooperative, or is not a natural person member in good standing of the Cooperative and receiving service therefrom at his residence in the district from which he is nominated; or (b) is in any way employed by or financially interested in a competing enterprise or business selling electric energy or supplies to the Cooperative, or a business primarily engaged in selling electrical or plumbing appliances, fixtures or supplies to the members of the Cooperative, and no person shall take or hold office as a Director who is the incumbent of, or candidate for an elective public office in connection with which a salary is paid. When a membership is held jointly by husband and wife, either one, but not both, may be elected as a Director, provided, however, that neither one shall be eligible to become or remain a Director or to hold a position of trust in the Cooperative unless both shall meet the qualifications hereinabove set forth. Upon establishment of the fact that a nominee for Director lacks eligibility under this Section or as may be provided elsewhere in these By-Laws, 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 directorship in the Cooperative lacks eligibility under these By-Laws, it shall be the duty of the Board of Directors 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 affect in any manner whatsoever the validity of any action taken at any meeting of the Board of Directors, 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 Directors have an adverse interest to that of the Cooperative.
The territories served or to be served by the Cooperative shall be divided into seven (7) districts, for the purpose of nominating and electing Directors. The seven (7) districts shall be shown on the district map in the Cooperative office.
It shall be the duty of the Board of Directors to appoint not less than thirty (30) days nor more then seventy (70) days before the membership meeting at which Directors are to be elected, a committee on nominations, consisting of at least one member to be selected from each of the districts for which a Director is to be elected. No officer or member of the Board of Directors shall be appointed to be a member of such a committee. The committee shall meet at a time convenient to the members thereof not more than forty (40) days from the date of their appointment and shall select from their number a chairman who shall preside at their meetings and a secretary who shall keep the minutes of their meetings. The committee shall then proceed to nominate not less then two qualified persons for Director of the Cooperative from each of the districts of the Cooperative, for which Directors' terms are expiring. The secretary shall deliver to the Secretary of the Cooperative a copy of the minutes of said committee meeting signed and certified to by him as secretary of such committee, and shall also prepare and post in the principal office of the Cooperative at least ten (10) days before the meeting of the members, a list of nominations for Directors. The Secretary shall mail with the Notice of the meeting at which Directors are to be elected a statement of the number of Directors to be elected and the nominations made by the Nominations Committee. Nothing contained herein shall, however, prevent additional nominations to be made from the floor of the meeting of the members. Nominations from the floor may be made only by members of the district for which the nomination is made. Such nominees must possess all qualifications for Directors specified in Article III, Section 3 of these By-Laws.
The Board of Directors shall have power to make and adopt such rules and regulations not inconsistent with the law, the Articles of Incorporation of the Cooperative or these By-Laws, as it may deem advisable for the management, administration and regulation of the business and affairs of the Cooperative.
Not less than ten (10) days before the Annual Meeting of the members, or at any other meeting of the members at which Directors are to be elected, the Secretary of the Cooperative shall mail to each member a list of the candidates selected for each of the districts for which a Director is to be elected. At the meeting at which Directors are to be elected, the Secretary of the Cooperative shall place in nomination the names of the candidates of each district for which a Director is to be elected. Additional nominations for Directors for any district for which a Director is to be elected may be made from the floor. At such meeting of the members, at which Directors are to be elected, the list of Directors nominated by the Nominating Committee are to be arranged by districts. A candidate nominated from the floor of the meeting may be voted for by writing the name of such candidate beneath the names of the candidates of the particular district. In the meeting of the members at which Directors are to be elected, each member of the Cooperative present at the meeting shall be entitled to vote for only one candidate from his or her district for which a Director is to be elected. The candidate from each district receiving the highest number of votes at this meeting, shall be considered elected as a Director. In the event of a tie vote after a second ballot, drawing by lot shall resolve any tie votes.
Any member may bring one (1) or more charge(s) for cause against any one (1) or more Director(s) and may request the removal of such Director(s) by reason thereof by filing with the Secretary such charge(s) in writing together with a petition signed within sixty (60) days of the date of the petition by not less than two hundred (200) members or ten per centum (10%) of all members, whichever shall be the greater, which petition calls for a special member meeting, the stated purpose of which shall be to hear and act on such charge(s). "Cause" for removal shall mean that the Director is alleged to have committed an act or omission adversely affecting the business and affairs of the Cooperative and amounting to gross negligence, fraud or criminal conduct. Notwithstanding anything contained in these By-Laws, no more than three (3) Directors may be considered for removal within any twelve (12) month period.
Each page of the petition shall, in the forepart thereof, state the name(s) and the address(es) of the member(s) filing such charge(s), a verbatim statement of such charge(s) and the name(s) of the Director(s) against whom such charge(s) is (are) being made. If more than one (1) Director is sought to be removed, individual charges for removal shall be specific for each Director. The petition shall be signed by each member in the same name as he/she/it is billed by the Cooperative, and shall state the signatory's address as the same appears on such billings and shall state the date the member signed the petition.
If the Board of Directors determines that the petition complies with the requirement of these by-laws and only if the Secretary certifies the authenticity and required number of signatures of the members, the charge(s) against the Director(s) shall be heard and considered by a panel of five (5) members appointed by the Board. The panel of members shall investigate such charge(s) and determine if such charge(s), if true, would constitute cause for removal, then the notice of the meeting of members at which such charges are to be considered shall be given. In the event a majority of the panel should fail to determine that the charge(s) constitute cause for removal, but at least two (2) members determine and so indicate by written ballot that such charge(s), if true, constitute cause for removal, then, upon the written request of the member(s) making the charge(s), such charge(s) shall be reconsidered by another panel of five (5) members appointed by the board of directors. If a majority of the members of the second panel finds the charge(s), if true, constitute cause for removal then the notice of the meeting of the members at which such charge(s) are to be considered shall be given. If a majority of the second panel fails to find that the charge(s), if true, constitute cause for removal, the charge(s) shall be dismissed.
If charge(s) against Directors are determined by a panel to constitute cause for removal, if true, a meeting of members to consider such charge(s) shall be called not less than sixty (60) days nor more than ninety (90) days following such panel's determination. At such meeting of the members, Director(s) so charged shall have the opportunity to be heard in person, by witnesses, by counsel, or any combination of such, and to present evidence in respect of the charge(s). The person(s) bringing the charge(s) shall have the same opportunities, and must be heard first.
Notice of such charge(s) verbatim, of the Director(s) against whom charge(s) have been made, of the member(s) filing the charge(s) and the purpose of the meeting shall be contained in the Notice of the meeting to the members not less than ten (10) days nor more than thirty (30) days prior to the member meeting at which the charge(s) shall be considered; provided, that the Notice shall set forth only ten (10) of the names (in alphabetical order) of the member(s) filing one (1) or more charges, if ten (10) or more members file the same charge(s) against the same Director(s). Such Director(s) shall be informed in writing of the charge(s) after they have been determined to have been validly filed and at least thirty (30) days prior to the meeting of members at which the charge(s) are to be considered.
The question of removal of such Director(s) shall, separately for each if more than one (1) has been charged, be considered and voted upon at such meeting, PROVIDED, however, that the question of the removal of a Director shall not be voted upon at all unless some evidence in support of the charge(s) against him shall have been presented during the meeting through oral presentation, documents, or otherwise. Any vacancy created by removal of such Director(s) shall be filled at the next regular or special Board meeting as set forth in Article III, Section 9.
In the event after removal of Director(s) at such meeting a quorum of Directors fails to remain, any vacancy will then be filled by election by members at a special member meeting to be called not less then sixty (60) days nor more than seventy-five (75) days after such removal, with nominations being made pursuant to the procedures for nominations set forth in Section 5 of Article III of these By-Laws.
Nothing contained herein, however, shall affect in any manner whatsoever the validity of any action taken at any meeting of the Board of Directors.
Notwithstanding to the provisions of Article III, Section 7 and subject to the provisions of Article III, Section 8, of these By-Laws, a vacancy occurring in the Board of Directors caused by death, resignation, ineligibility or removal shall be filled by the affirmative vote of a majority of the remaining Board members for the unexpired portion of the term. The Director so elected by the Board must be a member of the Cooperative in the same district from which the former Director was elected and must possess the qualifications for Directors specified in Article III, Section 3 of these By-Laws.
Directors shall not receive any salary for their services as such, except that the Board of Directors may, by resolution, authorize Director's insurance coverage and a fixed sum for each day, or a portion thereof, spent on Cooperative business such as attendance at Director's meeting, authorized conferences, training programs or performing committee assignments when authorized by the Board. If authorized by the Board, Directors may also be reimbursed for expenses actually and necessarily incurred in attending to such Cooperative business. No Director shall receive compensation for serving the Cooperative in any other capacity, nor shall any close relative of a Director receive compensation for serving the Cooperative, unless the payment and amount of compensation shall be specifically authorized by a vote of the members or the service by the Director or his close relative shall have been certified by the Board as an emergency measure.
As used in these By-Laws, "close relative" means a person who, by blood or in law, including half, foster, step and adoptive kin, is either a spouse, child, grandchild, parent, grandparent, brother, or sister of the principal.
A Director of the Cooperative may resign his seat at any time, effective immediately, or at such time as he may designate, upon notice of such resignation being given in writing and delivered to the Cooperative office or in open meeting of the Directors.
A regular meeting of the Board of Directors shall be held without notice other than this By-Law, immediately after, and at the same place, as the Annual Meeting of the members. A regular meeting of the Board of Directors shall also be held monthly at such time and place as the Board of Directors may provide by resolution. Such regular monthly meetings may be held without notice other than such resolution fixing the time and place thereof, except when business to be transacted thereat shall require special notice; provided, that if a policy therefore is established buy the Board, the President may change the date, time or place of a regular monthly meeting for good cause and upon not less than five (5) days' notice to all Directors.
Special meetings of the Board of Directors may be called by the President, Board resolution or any three (3) Directors. The person or persons authorized to call special meetings of the Board of Directors may fix the time and place for the holding of any special meeting of the Board of Directors called by them. It shall be the duty of the Secretary to cause Notice of such meeting to be given. Special Meetings, upon proper Notice as otherwise provided in Article IV, Section 3 of these By-Laws may also be held via telephone conference call, or video conference without regard to the actual location of the Directors at the time of such conference meeting, if all the Directors consent thereto.
Notice of the time, place and purpose of any special meeting of the Board of Directors shall be given at least five (5) days previous thereto, by written notice, delivered personally or mailed, to each Director at his last known address. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except in case a Director 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 majority of the Board of Diorecto4rs shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, provided that if less than a majority of the Directors are present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.
The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors except as otherwise provided by law, the Articles of Incorporation, or these By-Laws, all as may be amended.
The officers of the Cooperative shall be a President, Vice-President, Secretary and Treasurer, and such other officers as may from time to time be determined by the Board of Directors. The offices of the Secretary and of Treasurer may be held by the same person.
The officers shall be elected by ballot, annually by and from the Board of Directors at the first meeting of the Board after each 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 Directors following the next succeeding Annual Meeting of the members, or until his successor shall have been duly elected and shall have qualified, subject to the provisions of these By-Laws with respect to the removal of officers by the Board of Directors and the removal of Directors by the members.
Any officer, agent or employee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgement the best interest of the Cooperative will be served thereby.
Except as otherwise provided in these By-Laws, a vacancy in any office may be filled by the Board of Directors for the unexpired portion of the term.
The President shall:
(a) be the principal executive officer of the Cooperative and shall preside at all meetings and of the Board of Directors, and unless determined otherwise by the Board of Directors, at all meetings of the members;
(b) sign, with the Secretary certificates of membership, the issue of which shall have been authorized by resolution of the Board of Directors, and may sign any deeds, mortgages, deeds of trust, notes, bonds, contracts or other instruments authorized by the Board of Directors to be executed, except in cases in which the signing and execution thereof shall be expressly delegated by the Board of Directors or by these By-Laws to some other officer, agent or employee of the Cooperative, or shall be required by law to be otherwise signed or executed; and
(c) in general shall perform all duties incident to the office of President, and such other duties as may be prescribed by the Board of Directors from time to time.
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 and be subject to all the restrictions upon the President and shall perform such other duties as from time to time may be assigned to him by the Board of Directors.
The Secretary shall:
(a) keep, or cause to be kept, the minutes of meetings of the members and the Board of Directors in one or more books provided for that purpose;
(b) see that all notices are duly given in accordance with these By-Laws as required by law;
(c) be custodian of the corporate records and of Seal of the Cooperative, and see that the Seal of the Cooperative is affixed to all certificates of membership prior to the issue thereof and to make certain all documents, the execution of which on behalf of the Cooperative under its seal, are duly authorized in accordance with the provisions of these By-Laws;
(d) sign with the President, approval of membership, the issue of which shall have been authorized by resolution of the Board of Directors;
(e) have general charge of the books of the Cooperative in which a record of the members is kept;
(f) keep on file at all times a complete copy of the Articles of Incorporation and By-Laws of the Cooperative containing all amendments thereto, which copy shall always be open to the inspection of any member, and at the request of any member and at the expense of the Cooperative forward a copy of the By-Laws and all amendments thereto to such member;
(g) keep, or cause to be kept, a register of the name and mailing address of each member, which address shall be furnished to the Cooperative by such member; and
(h) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board of Directors.
The Treasurer shall:
(a) have charge and custody of and be responsible for all funds and securities of the Cooperative;
(b) receive and give receipts for monies due and payable to the Cooperative from any source whatsoever and deposit all such monies in the name of the Cooperative in such bank or banks or in such financial institution or securities as shall be selected in accordance with the provisions of these By-Laws; and
(c) in general perform all the duties incident to the office of the Treasurer and such other duties as from time to time may be assigned to him by the Board of Directors.
Notwithstanding the duties, responsibilities and authorities of the Secretary and Treasurer herein provided, the board of Directors by resolution may, except when otherwise limited by law, delegate, wholly or in part, the responsibility and authority for, and the regular and routine administration of , one or more of each such officer's duties to one or more agents, other officers or employees of the Cooperative who are not Directors. To the extent that the Board does so delegate with respect to such officer, that officer shall be released from such duties, responsibilities and authorities.
The Board of Directors 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 as the Board of Directors may from time to time require of him, and shall have such authority as the Board of Directors may from time to time vest in him.
The Board of Directors shall require the Treasurer or any other officer, agent or employee of the Cooperative charged with responsibility for the custody of any of its funds or property, to give bond in such sum and with such surety as the Board of Directors shall determine. The Board of Directors in 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 compensation of officers, agents and employees shall be fixed, or a plan therefore, approved by the Board of Directors. The Cooperative shall indemnify present and former Directors, officers, agents and employees against liability to the extent that their acts or omissions constituting the grounds for alleged liability where performed in their official capacity and, if actionable at all, were based upon good faith business judgements in the belief that the acts or omissions were in the best interest of the Cooperative or were not against the best interest of the Cooperative. The Cooperative may purchase insurance to cover such indemnification.
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 and showing the condition of the Cooperative at the close of such fiscal year.
Except as otherwise provided in these by-laws, the Board of Directors 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.
All checks, drafts 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 Directors.
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 Directors may select.
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.
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 for all amounts received and receivable in excess of operating costs and expenses. All such amounts in excess of operating costs and expenses at the moment of receipt by the Cooperative are received with the understanding that they be furnished to the patrons as capital. The Cooperative is obligated to pay by credits to a capital account for each patron all such amounts in excess of operating costs and expenses. The books and records of the Cooperative shall be set up and kept in such a manner that at the end of each fiscal year the amount of capital, if any,m so furnished by each patron is clearly reflected and credited in an appropriate record to the capital account of each patron, and the Cooperative shall within a reasonable time after the close of the fiscal year, notify each patron of the amount of capital so credited to his account. All such amounts credited to the capital account of any patron shall have the same status as though they had been paid to the patron in cash in pursuance of a legal obligation to do so and the patron had then furnished the Cooperative corresponding amounts for capital.
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 of Directors shall determine that the financial condition of the Cooperative will not be impaired thereby, then subject only to such rules, regulations, or restrictions as may be imposed upon the Cooperative by the Internal Revenue Service or by the National Rural Utilities Cooperative Finance Corporation (CFC), or any other lending institution or mortgage holder, the capital then credited to patrons' accounts may be retired in full or in part. Through 1998, any such retirements of capital shall be made in order of priority according to the year in which the capital was furnished and credited, the capital first received by the Cooperative being first retired. However, after January 1, 1999, the Board of Directors shall determine the method, basis, priority and order of retirement, if any, for all amounts heretofore and hereafter furnished as capital. Provided however, that the Board of Directors shall have 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 patrons which corresponds to capital credited to the account of the Cooperative by an organization furnishing power supply or any other service or supply to the Cooperative. Such rules shall (a) establish a method for determining the portion of such capital credited to each patron for each applicable calendar year, (b) provide for separate identification on the Cooperative's books of such portions of capital credited to the Cooperative's patrons, (c) provide for appropriate notifications to patrons with respect to such portions of capital credited to their account and (d) preclude a general retirement of such portions of capital credited to patrons for any calendar year prior to the general retirement of other capital credited to patrons for the same year or of any capital credited to patrons for any prior calendar year.
Capital credited to the account of each patron shall be assignable only on the books of the Cooperative pursuant to written instruction from the assignor and only to successors in interest or successors in occupancy in all or a part of such patron's premises served by the Cooperative unless the Board of Directors, acting under policies of general application, shall determine otherwise.
Notwithstanding any other provision of these by-laws, the Board of Directors at its discretion, shall have the power at any time upon the death of any natural person patron, if the legal representatives of his estate shall request in writing that the capital credited to any such patron be retired under the provisions of these by-laws to retire capital credited to any such patron immediately upon such terms and conditions as the Board of Directors, acting under policies of general application, and the legal representatives of such patron's estate, shall agree upon; provided, however, that the financial condition of the Cooperative will not be impaired thereby.
The patrons of the Cooperative, by dealing with the Cooperative, acknowledge that the terms and provisions of the Articles of Incorporation and by-laws, as amended, shall constitute and be a contract between the Cooperative and each patron, and both the Cooperative and the patrons are bound by such contract, as fully as though each patron had individually signed a separate instrument containing such terms and provisions. The provisions of this article of the by-laws shall be called to the attention of each patron of the Cooperative by posting in a conspicuous place in the Cooperative's office.
The Cooperative, before retiring any capital credited to any patron's account, shall deduct therefrom any amount owing by such patron to the Cooperative, together with interest thereon at the Texas legal rate on judgements in effect when such amounts become overdue.
The Cooperative may not sell, lease or otherwise dispose of or encumber any of its property other than:
(a) property which in the judgement of the Board of Directors neither is, nor will be necessary or useful in operating and maintaining the Cooperative's system and facilities; provided, however, that all sales of such property shall not in any one (1) fiscal year exceed in value ten per centum (10%) of the value of all of the property of the Cooperative;
(b) services of all kinds, including electric energy; and
(c) personal property acquired for resale, unless such sale, mortgage, lease, lease-sale or other disposition or encumbrance is authorized at a meeting of the members at which the notice of such proposed transaction shall have been contained in the notice of the meeting and is approved by the affirmative vote of at least two-thirds (2/3rds) of the total members of the Cooperative, PROVIDED HOWEVER, that notwithstanding anything herein contained, the Board of Directors, without further authorization by the members, shall have full power and authority to borrow money for the purpose of financing its members' programs, projects and undertakings in accordance with the purposes for which the Cooperative was organized, and in connection with such borrowing to authorize the making and issuance of bonds, notes or other evidences of indebtedness and to secure the payment thereof, 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 Corporation, wherever situated and whether acquired or to be acquired, all upon such terms and conditions as the Board of Directors shall determine.
If such a sale, mortgage, lease as lessor, lease-sale or other disposition or encumbrance is solely to one or more other electric cooperatives organized and operating under the Texas Electric Cooperative Corporation Act of Texas, or if the proposal is to consolidate the Corporation with one or more other electric cooperatives pursuant to Section 161.201 of the Texas Utilities Code, under circumstances deemed by the Board of Directors as favorable and not adverse or hostile, the number or percentage of the Cooperative's members who must affirmatively vote for the transaction in order to authorize it shall be as provided in the Corporation's By-Laws or in that Act.
In addition to the provisions contained in (a), (b), and (c) above, no sale, lease, lease-sale, exchange or other disposition of all or a substantial portion of the Cooperative's assets to any other entity shall be authorized except in conformity with the following:
(1) If the Board of Directors looks with favor upon any proposal for such sale, lease, lease-sale, exchange or other disposition, if shall first cause three (3) independent appraisers, expert in such matters, to render their individual opinions as to the value of the sale, exchange or other disposition and as to any other terms and conditions which should be considered. The three (3) such appraisers shall be designated by a District Court Judge for the Judicial District in Texas which the Cooperative's headquarters are located. If such Judge refuses to make such designation, they shall be made by the Board of Directors.
(2) If the Board of Directors, after receiving such appraisals (and other terms and conditions which are recommended, if any) determine that the proposal should be submitted for consideration by the members, is shall first give every other electric cooperative corporation sited and operating in the State of Texas (which has not made such an offer for such sale, lease, lease-sale, exchange or other disposition) an opportunity to submit competing proposals. Such an opportunity shall be in the form of a written notice to such electric cooperatives, which notice shall be attached to a copy of the proposal which the Cooperative has already received and a copy of the reports of the three (3) appraisers. Such electric cooperative corporations shall be given not less than thirty (30) days to submit competing proposals, and the actual minimum period within which proposals are to be submitted shall be stated in the written notice given to them.
(3) If the Board then determines that favorable consideration should be given to the initial or any subsequent proposal which has been submitted to it, it shall notify the members, expressing in detail each of any such proposals, and shall call a special meeting of the members for consideration thereof, which meeting shall not be held sooner than ninety (90) days after the giving of such notice to the members; provided, that the consideration thereof by the members may be given at the next annual member meeting if the Board so determines and if such annual member meeting is not held sooner than ninety (90) days after the giving of such notice.
(4) Any fifty (50) or more members, by so petitioning the Board not less than thirty (30) days prior to the date of such special or Annual Meeting, may cause the Cooperative, with the cost to be borne by the Cooperative, to mail to all members any opposing or alternative positions which they may have to the recommendations that the Board has made. The foregoing provisions shall not apply to a sale, lease, lease-sale, exchange or other disposition to one (1) or more other electric cooperative corporations if the substantive effect thereof is to merge or consolidate with such other one (1) or more electric cooperative corporations.
The fiscal year of the Cooperative shall begin on the first day of January of each year and end on the thirty-first day of December of the same year.
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, Texas."
The Cooperative shall not become a member of or purchase stock in any other organization without the affirmative vote of a majority of the Board of Directors present 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, 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 any other corporation for the purpose of acquiring electric facilities.
Any member or Director may waive in writing any notice of a meeting required to be given by these By-Laws. The attendance of a member or Director at any meeting shall constitute a waiver of notice of such meeting by such member or Director, except in case a member or Director 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.
The Board 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 electric utility generally accepted accounting principals. The Board 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 account, 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.
The Board shall make diligent effort to see that electric service is extended to all unserved persons within the Cooperative service area who (a) desire such service and (b) meet all reasonable requirements established by the Cooperative as a condition of such service.
Parliamentary procedure at all meetings of the members, of the Board of Directors, or any committee provided for in these By-Laws, and of any other committee of the members or Board of Directors which may from time to time be duly established, shall be governed by the most recent edition of Robert's Rules of Order, except to the extent such procedure is otherwise determined by law or by the Cooperative's Articles of Incorporation or By-Laws.
These By-Laws may be altered, amended or repealed by the affirmative vote of not less than two-thirds (2/3rds) of all the Board of Directors at any regular or special meeting, provided the Notice of such meeting shall have contained a copy of the proposed alteration, amendment or repeal.
