It shall be the aim of
Cavalier Rural Electric Cooperative, Inc. to make electric energy available to its
members at the lowest cost consistent with sound economy and good management.
BY LAWS
of
CAVALIER RURAL ELECTRIC COOPERATIVE, INC.
Langdon, ND 58249 ARTICLE I
MEMBERSHIP
SECTION 1. Requirements for Membership.
(a) Any person or entity, may become a member of Cavalier Rural Electric Cooperative, Inc. (hereinafter called the “Cooperative”) if such person or entity:
i. Is a person or entity capable of contracting;
ii. Makes a written application for membership thereof;
iii. Is formally accepted for membership by the Board of Directors; and
iv. Agrees to acquire from the Cooperative, all of the person’s requirements for electrical power or energy generated, transmitted, distributed, sold, supplied, furnished, or otherwise provided by the Cooperative at the location to be served, unless expressly authorized to the contrary by the Cooperative.
The Board of Directors may waive the requirement of subsection (ii) and impose such other conditions as it determines necessary or desirable if such person or entity refuses, is unable to or neglects to file a written application for membership but otherwise consumes, receives, purchases, uses any electric energy or utility service provided by the Cooperative as herein specified;
(b) Any such person or entity by becoming a member agrees to comply with and be bound by the Articles of Incorporation, Bylaws of the Cooperative and any rules and regulations, or policies adopted by the Board of Directors (collectively, the “Governing Documents”).
(c) No member may hold more than one membership in the Cooperative.
(d) No membership in the Cooperative shall be transferable, except as provided in these Bylaws.
(e) Each member shall acute and deliver to the Cooperative grants of easement of right-of-way on or over such lands owned by members, in accordance with such reasonable terms and conditions as the Cooperative shall require for the furnishing of services to such member or other members or for the construction, operation and maintenance of the Cooperative’s facilities. The granting by a member of such easements and rights to the Cooperative shall be effective upon the member’s admission to membership in the Cooperative, and the granting of such easements and rights shall be effective and enforceable even in the absence of a separate written easement agreement executed by the member. The member shall, nevertheless, execute a separate written easement agreement for recording purposes if requested by the Cooperative to do so.
SECTION 2. Joint Membership. Any two or more potential qualified members who are residents of the same household and are in a legally recognized relationship may apply for a joint membership.. The term "member" as used in these Bylaws shall be deemed to include any two natural persons holding a joint membership and provisions relating to the rights and liabilities of membership, and except as modified below or by policy of general application, shall apply equally with respect to the holder of a joint membership.
The effect of a joint membership shall be as follows:
(a) The presence at a meeting of one or more joint members constitutes the presence of one member at the meeting and shall constitute a joint waiver of notice of the meeting;
(b) The vote of any of those holding a joint membership, separately or all, jointly shall constitute one joint vote;
(c) A waiver of notice of a meeting signed by one joint member constitutes waiver of notice for all joint members;
(d) Notice to one joint member constitutes notice to all joint members;
(e) Withdrawal, termination, or expulsion of the membership of a joint member shall terminate the joint
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membership;Any but not all may be elected to the Board of Directors or other committees of the Board of Directors at any one time provided that both meet the qualifications for such position.
SECTION 3. Conversion to Membership. A membership may be converted to a joint membership upon the written application by the current member for joint membership in compliance with the requirements set forth in Section 1 of this Article, the agreement of the prospective joint member(s), and the fulfillment of such other terms and conditions as may be determined by the Board of Directors.
SECTION 4. Termination of Joint Membership. A joint member shall promptly notify the Cooperative in writing of a cessation of the legally recognized relationship and/or their failure to occupy the same residence for which the Cooperative provides or will provide a service. Upon the death of a joint member such membership shall be held solely by the survivor(s) and when the death of a joint member results in one remaining member, the joint membership shall terminate provided, however, that the estate of the deceased shall not be released from any debts due the Cooperative.
SECTION 5. Membership and Service Connection Fees. The Board of Directors may require a deposit or service connection fee for each connection, extension, or other available service, pursuant to reasonable rules, regulations, and policies adopted by the Board of Directors.
SECTION 6. Purchase of Electric Energy. Each member shall, as soon as electric energy or other utility service used shall be available, purchase from the Cooperative all electric energy or other utility service used on or delivered to the premises specified in the member’s application for membership and shall therefore pay for electrical energy or other utility service used on or delivered to the premises at rates, times, and conditions 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 Cooperative facilities, shall be subject to appropriate regulations 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 the members as capital and each member shall be credited with the capital so furnished as provided in these Bylaws. Each member shall pay to the Cooperative such minimum amount per month regardless of the amount of electric energy consumed, as shall be fixed by the board of directors from time to time. Each member shall also pay all amounts owed by the member to the Cooperative as and when the same shall become due and payable.
SECTION 7. Termination of Membership.
(a) Any member may withdraw from membership upon compliance with such uniform terms and conditions as the Board of Directors may prescribe.
(b) The Board of Directors of the Cooperative may, after giving written notice, expel any member, by the affirmative vote of not less than two-thirds of all of the Directors, who fails to abide by the following and such failure continues for ten days after such notice was given:
i. Comply with any of the provisions of the Governing Documents including, but not limited to, any such established for production of energy interconnected with the Cooperative’s facilities; use of electrical energy or other utility service on the premises; minimum charges for service; and the assessment and use of deposits, dues, membership fees, contributions or other charges,
(c) Any expelled member may be reinstated by vote of the Board of Directors at any annual meeting or special meeting. The membership of a member who for a period of six (6) months after service is available to such member, has not purchased electric energy from the Cooperative, or of a member who has ceased to purchase energy from the Cooperative, shall be cancelled by resolution of the Board of Directors.
(d) Upon the withdrawal, death, cessation of existence or expulsion of a member, the membership of such member shall thereupon terminate. Termination of membership in any manner shall not release a member or such member’s estate from any debt to the Cooperative.
ARTICLE II
DISTRIBUTION TO MEMBERS AND MEMBER LIABILITY
SECTION 1. Property Interest of Members. Upon dissolution, after (a) all debts and liabilities of the Cooperative shall have been paid, and (b) all capital furnished through patronage shall have been retired as provided in these bylaws, the remaining property and assets of the Cooperative shall be distributed among the members and former members in the proportion which the aggregate patronage of each bears to the total patronage of all members during the seven years next preceding the date of the filing of the certificate of dissolution, or, if the Cooperative shall not have been in existence for such period, during the period of its existence.
SECTION 2. Non-liabilities for debts of the Cooperative. No member shall be obligated to pay, nor be liable upon, any debts or liabilities of the Cooperative.
ARTICLE III
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MEETING OF MEMBERS
SECTION 1. Annual Meeting. The annual meeting of the members shall be held at such time to be selected by the Board of Directors and management, at such place in the county of Cavalier, state of North Dakota, as shall be designated in the notice of meeting, for the purpose of electing directors, passing upon reports for the 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. In the event of a national emergency or occurrence of a catastrophic event, the annual meeting of the members may be
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postponed or cancelled the President of the Board. Notice of the cancelled or postponed meeting shall be given by the President and published in each county newspaper within the Cooperative’s service territory.
SECTION 2. Special Meeting. A special meeting of the members may be called by:
a) resolution of the Board of Directors; or
b) upon the written request signed by any three Directors;
c) by the President; or
d) by twenty percent or more of all the members.
It shall thereupon be the duty of the Secretary to cause notice of such meeting to be given as hereinafter provided. Special meetings of the members may be held at any place within the county of Cavalier, state of North Dakota, specified in the notice of the special meeting.
SECTION 3. Notice of Members Meetings. Notice stating the place, day and hour of all meetings authorized by this Article and information pertaining to voting by mail or electronic means and, in case of a special meeting or an annual meeting at which business requiring special notice is to be transacted, the purpose or purposes for which the meeting is called, shall be delivered not less than ten days nor more than thirty days before the date of the meeting by or at the direction of the Secretary, or upon a default in duty by the Secretary, by the persons calling the meeting, to each member. Notice may be provided to a member via electronic means. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the member at their address as it appears on the records of the Cooperative with postage thereon prepaid. The failure of any member to receive notice of an annual or special meeting of the members shall not invalidate any action which may be taken by the members at any such meeting.
SECTION 4. Quorum. A quorum of all member meetings of the Cooperative shall never be more than fifty (50) members or a majority of all members, whichever is smaller. In determining a quorum at a meeting, on a question submitted to a vote by mail or electronic means, members present in person and represented by vote by mail or electronic means shall be counted. 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, provided that the Secretary shall notify any absent members of the time and place of such adjourned meeting.
SECTION 5. Voting. Each member shall be entitled to only one vote and no more upon each matter submitted to a vote at the meeting of the members. All questions shall be decided by a vote of a majority of the members voting thereon in person, by mail, or remote electronic means, except as otherwise provided by law, the Article of Incorporation or these Bylaws.
SECTION 6. Proxies, Credentialing, Attendance, and Voting by Mail or Remote Electronic Means.
a) Voting by proxy shall not be permitted.
b) To be eligible to vote at any meeting of the members, a member must be present at such meeting in person, except as otherwise permitted herein.
c) The Board of Directors may permit voting by mail or remote electronic means, provided all members are given notice in the manner contemplated by Section 3 of this Article delivered at least fifteen days prior to the date the ballot is to be tallied of the exact motion or resolution upon which such vote is to be taken. The failure of any member to receive the notice shall not invalidate any action that may be taken as a result of the vote. Such vote shall be conducted in accordance with the rules governing the conditions, manner, and form of such vote and resolution of disputes pertaining thereto as may be prescribed by law and/or determined by the Board of Directors.
d) The Board of Directors may determine the manner of conducting member registration, balloting, vote counting, and to pass on questions that may arise with respect to the establishment of a quorum, and voting at any meeting of members.
SECTION 7. Order of Business. The order of business at the annual meeting of the members and, so far as possible, at all other meetings of the members, shall be determined by the Board of Directors. The order of business at an annual meeting of the members may be amended by motion and majority vote of the members at such meeting.
ARTICLE IV
DIRECTORS
SECTION 1. General Powers. The business and affairs of the Cooperative shall be managed by a board of seven
(7) directors which shall exercise all the powers of the Cooperative, except those powers which are by law, by the Cooperative’s Articles of Incorporation, or by these Bylaws conferred upon or reserved to the members.
SECTION 2. Election and Tenure of Office. The service area of the Cooperative shall be divided into seven (7) areas to secure fair geographical representation on the Board of Directors. One director shall be elected from each area. This director shall maintain an active account in the represented area.
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The Service areas shall be as follows:
Northwest District – Cypress, Byron, Linden, Glenila, Grey, Bruce and Huron townships.
Northcentral District - Dresden, Mt. Carmel, Minto, South Dresden, Langdon, Moscow and Waterloo townships.
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Central District – Loma, Perry, Billings, Nekoma, Osnabrock, Osford and Highland Center townships.
Midwest District – Trier, Henderson, Gordon, Sievert, Banner, Storlie and Klingstrup townships.
South District – Royal, Northfield, Prospect, Hammer, Sullivan, Overland, Fancher and Newland townships.
Northeast District – West Hope, Hope, Harvey, Loam, Elgin, Manilla and Easby townships.
East District – Fremont, North Olga, Hay, South Olga, Alma, East Alma and Montrose townships.
Each Director shall be elected to a three (3) year term. At the annual meeting to be held in 2004, Directors from areas 4 and 5 shall be elected, followed by Directors from areas 6 and 7 at the 2005 annual meeting, and Directors from areas 1, 2 and 3 at the 2006 annual meeting and to continue thereafter in the same rotation.
Directors may be elected by plurality of the members present and voting at the meeting of the members.
If no special meeting of the members for the election of directors can be held within a reasonable time after the cancellation or postponement of the annual meeting, the affected director position shall be elected at the same time as and in addition to, the regular elections of the next annual meeting. The incumbent director(s) shall continue to serve until their successors are elected. The term of office for the affected director position shall be two (2) years.
SECTION 3. Qualifications. Persons eligible to become or remain a director or to hold any position of trust in the Cooperative shall;
(a) Be member in good standing and receive electrical service at the member’s primary residence in the district from which the director is to be seated
For purposes of these Bylaws, “primary residence” shall mean the residence that is the chief or main residence of the member and where the member actually lives for the most substantial portion of the year;
(b) Have voting rights within the district from which the director is to be seated;
(c) Not in any way employed by or financially interested in a competing enterprise or a business selling electric energy or supplies to the Cooperative, or a business primarily engaged in selling electrical appliances, fixtures, or supplies to the members of the Cooperative.
(d) Not be a present employee of or employee who has retired from or been terminated by the Cooperative within a three year period from when the director seat is to be elected.
(e) Not be a close relative of an employee. A “close relative” shall mean any individual who is either by blood, law, or marriage, including half, step, foster, and adoptive relations, a spouse, aunt, uncle, child, grandchild, parent, grandparent, or sibling.
Upon establishment of the fact that a director is holding office in violation of any of the foregoing provisions, the Board of Directors shall remove such director from office.
Nothing contained in this section shall affect in any manner whatsoever the validity of any action taken at any meeting of the board of directors.
SECTION 4. Nomination of Directors. Nomination of candidates for the office of director of the Cooperative shall be made by petition. All nominating petitions must be signed by at least 15 members of the Cooperative and filed at the principal office of the Cooperative at least forty-five (45) days before the meeting at which the election shall take place. At least twenty (20) days before the meeting a list of all qualified candidates shall be posted in the principal office of the Cooperative. The Secretary shall mail the notice of meeting, or separately but at least ten (10) days before the date of the meeting a statement of the number of directors to be elected and names and addresses of the candidates. No member shall sign more than one nominating petition. Nominations may also be made from the floor of the meeting. If the members in any district shall have failed to nominate a nominee(s) in writing as provided above, then a Nominating Committee of this Cooperative shall nominate one (1) or more members who reside in said district for said director position(s). Said Nominating Committee shall be appointed by the Board of Directors on an annual basis, said appointment to be made not less than ninety (90) days before each annual meeting. Said Nominating Committee shall be selected from the resident Members of the districts of the Cooperative, so that each such district shall have one (1) Member on said Nominating Committee.
A Nominating Committee Member may not be a Director of the Cooperative; or a Close Relative of an existing Cooperative director, officer, employee, representative, or agent; or a known Director candidate.
Further, a Nominating Committee Member should recognize that he or she functions as a person occupying a place of trust and should not accept an appointment to the Nominating Committee if he or she has a conflict of interest, or can reasonably foresee any conflict of interest, with any duty the Nominating Committee Member owes to the Cooperative. In the event that a Nominating Committee Member is appointed and subsequently becomes aware of a conflict of interest, or a potential conflict of interest, then that Nominating Committee Member has a continuing obligation to disclose the same to the Chair of the Nominating Committee or to legal counsel for the Nominating Committee for a determination by the latter as to whether such conflict of interest, or potential conflict of interest, should necessitate the
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resignation of the Nominating Committee Member from the Nominating Committee, or abstention from voting on a particular issue or such other appropriate action(s) as is necessary to protect the best interests of the Cooperative.
It shall be the duty of the Nominating Committee to nominate one or more nominees for each district that is scheduled for an election but for which no candidates have been nominated by the petition process thirty (30) days prior to said annual meeting.
The Nominating Committee shall submit their nomination or nominations to the Secretary, in writing and signed by at least two (2) members of said Committee, and the nomination(s) shall be listed in the notice of annual meeting and their names shall be printed on the election ballot.
No Member may be elected to a Director position unless nominated in the manner provided by this Section 3. No write-in ballots shall be accepted, nor nominations from the floor.
SECTION 5. Removal of Directors by Members. Any member may bring charges against a director and, by filing with the Secretary such charges in writing together with a petition signed by at least twenty percent of the members, may request the removal of such director by reason thereof. Such director shall be informed in writing of the charges at least ten days prior to the meeting of the members at which the charges are to be considered and shall have the opportunity at the meeting to be heard in person or by counsel and present evidence in respect of the charges; and the person or persons bringing the charges against him shall have the same opportunity. The question of the removal of such director shall be considered and voted upon at the meeting of the members and any vacancy created by such removal may be filled by the vote of the members at such meeting without compliance with the foregoing provisions with respect to nominations.
SECTION 6. Vacancies. Subject to the provisions of these Bylaws with respect to the filling of vacancies caused by the removal of directors by the members, a vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors for the unexpired portions of the term.
SECTION 7. Compensation. Directors shall not receive any salary for their services as directors, except that by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, for each day or portion thereof spent in Cooperative’s business, such as attendance at meetings, conferences, and training programs or performing committee assignments.. No directors 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
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payment and amount of compensation shall be specifically authorized by a vote of the members or the service by such director or close relative shall have been certified by the board of directors as an emergency measure.
SECTION 8. Director's Liability. A Director is not liable to the Cooperative, any member, or any other individual or entity for action taken, or not taken, as a Director that either:
a) Satisfies the requirements of the Cooperative’s Bylaws; or
b) Satisfies the standard set forth in NDCC Section 10-15-31, or a comparable provision of future law.
ARTICLE V
MEETING OF DIRECTORS
SECTION 1. Regular Meetings. A reorganizational meeting of the Board of Directors shall be held without notice, immediately after the annual meeting of the members. Regular meetings of the Board of Directors shall also be held monthly at such time and place in the city of Langdon, Cavalier County, North Dakota, as the Board of Directors may provide by resolution. Such regular monthly meetings may be held without notice other than such resolution or designation by the Board of Directors fixing the time and place thereof.
SECTION 2. Special Meetings. Special meetings of the Board of Directors may be called by the President or by any three directors, 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 directors calling the meeting shall fix the time and place (which shall be in Cavalier County, North Dakota), for the holding of the meeting.
SECTION 3. Notice of Directors' Meetings. Written notice of the time, place and purpose of any special meeting of the Board of Directors shall be delivered to each director not less than five days previous thereto, either personally or by mail, by or at the direction of the Secretary, or upon a default in duty by the Secretary, by the President or the directors calling the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the director at his address as it appears on the records of the Cooperative, with postage thereon prepaid.
SECTION 4. Quorum. A majority of the Board of Directors shall constitute a quorum, provided, that if less than such majority of the directors is present at said meeting, a majority of the directors present may adjourn the meeting from time to time; and provided further, that the Secretary shall notify any absent director of the time and place or such adjourned meeting. 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.
ARTICLE VI
OFFICERS
SECTION 1. Number. The officers of the Cooperative shall be a President, Vice President, Secretary, Treasurer, and such other officers as may be determined by the Board of Directors from time to time. The offices of the Secretary and of the Treasurer may be held by the same person.
SECTION 2. Election and Term of Office. The officers shall be elected by ballot, annually by and from the Board of Directors at the meeting of the Board of Directors held immediately after the annual meeting of the members. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until the first meeting of the members or until his successors shall have been elected and shall have qualified. A vacancy in any office shall be filled by the board of directors for the unexpired portion of the term.
SECTION 3. Removal of Officers and Agents by Directors. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgement the best interests of the Cooperative will be served thereby. In addition, any member of the Cooperative may bring charges against an officer, and by filing with the Secretary such charges in writing together with a petition signed by twenty percent of the members, may request the removal of such officer. The officer against whom such charges have been brought shall be informed in writing of the charges at least ten days prior to the board meeting at which the charges are to be considered and shall have the opportunity at the meeting to be heard in person or by counsel and to present evidence in respect of the charges; and the person or persons bringing the charges against him shall have the same opportunity. In the event the Board does not remove such officer, the question of his removal shall be considered and voted upon at the next meeting of the members.
SECTION 4. President. The President shall:
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(a) be the principal executive officer of the Cooperative and, unless otherwise determined by the members or the Board of Directors, shall preside at all meetings of the members and the Board of directors.
(b) sign, with the Secretary, certificates of membership, the issue of which shall have been authorized by the Board of Directors or the members 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 Bylaws to some other officer or agent of the Cooperative, or shall be required by law to be otherwise signed or executed; and
(c) in general, perform all duties incumbent to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
SECTION 5. Vice-President. In the absence of the President, or in the event of his inability or refusal to act, the Vice-President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice-President shall also perform such other duties as from time to time may be assigned to him by the Board of Directors.
SECTION 6. Secretary. The Secretary shall:
(a) keep the minutes of the meetings of the members and of 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 Bylaws or as required by law;
(c) be custodian of the corporate records and of the seal of the Cooperative and affix the seal of the Cooperative to all certificates of membership prior to the issue thereof and to all documents, the execution of which on behalf of the Cooperative under its seal is duly authorized in accordance with the provisions of these Bylaws;
(d) keep a register of the names and post office addresses of all members;
(e) sign, with the President, certificates of membership, the issue of which shall have been authorized by the Board of Directors of the members;
(f) have general charge of the books of the Cooperative;
(g) 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 always 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
(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.
SECTION 7. Treasurer. The Treasurer shall:
(a) have charge and custody of and be responsible for all funds and securities of the Cooperative; be responsible for the receipt of and the issuance of receipts for all moneys due and payable to the Cooperative and for the deposit of all such money in the name of the Cooperative in such bank or banks as shall be selected in accordance with the provisions of these Bylaws; and
(b) 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 the treasurer by the Board of Directors.
SECTION 8. General Manager. The Board of Directors shall hire a general manager who may be, but who shall not be required to be, a member of the Cooperative. The general manager shall perform such duties and shall exercise such authority as the Board of Directors may from time-to-time vest in the general manager.
SECTION 9. Bonds of Office. Any director, officer, employee, or agent of the Cooperative charged with responsibility for the custody of any of its funds or property may give bond, at the Cooperative’s expense, in such sum and with such surety as the Board of Directors shall determine.
SECTION 10. Compensation. The powers, duties and compensation of officers, agents and employees shall be fixed by the Board of Directors.
SECTION 11. Reports. The officers of the Cooperative shall submit at each annual meeting of the members reports covering the business of the Cooperative for the previous fiscal year. Such reports shall set forth the condition of the Cooperative at the close of such fiscal year.
ARTICLE VII
NON-PROFIT OPERATION
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SECTION 1. Cooperative Operation. The Cooperative shall at all times be operated on a cooperative non-profit basis for the mutual benefit of its members. The Cooperative’s rates, fees, rents, and other charges for electrical energy and for any other facilities, supplies, equipment, or services by the Cooperative shall be sufficient at all times to pay all of the operating and maintenance expenses necessary or desirable for the prudent conduct of its business, and the principal and interest on the obligations issued or assumed by the Cooperative in the performance of the purpose for which it was organized and for the creation of reserves.
SECTION 2. Patronage Capital. The revenues of the Cooperative shall be devoted first to the payment of operating and maintenance expenses and the principal and interest on outstanding obligations, and thereafter, to such reserves for improvements, new construction, depreciation, and contingencies as the Board of Directors, from time to time, may prescribe. Revenues not required for the purposes set forth in this section shall be returned, from time to time, to the members of the Cooperative, in cash, in abatement of current charges for electrical energy, or otherwise as the Board of Directors may determine on a pro-rata basis according to the amount of business done with each member.
All such amounts in excess of operating and maintenance expenses, principal and interest on outstanding obligations and reserves and contingencies prescribed by the Board of Directors shall be received by the Cooperative with the understanding that these amounts are furnished by the members as capital. The Cooperative is obligated to pay by credits to a capital account for each member all such amounts in excess of, the expenses set forth herein, except that interest income and amounts received by the Cooperative’s subsidiaries and not from the Cooperative’s operations shall be credited to a general unallocated fund and shall be charged against the fund which is available for distribution by credits to the capital accounts of the members. 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 member is clearly reflected and credited in appropriate record to the capital account of each member and the Cooperative shall, within a reasonable time after the close of the fiscal year, notify each member of the amount of capital so credited to his or her account. All such amounts credited to the capital account of any member shall have the same status as though they had been paid to the member in cash in pursuance of a legal obligation to do so and the member had then furnished the Cooperative corresponding amounts of 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, the capital then credited to members’ accounts may be retired in full or in part. 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.
Provided further, however, that the Board of Directors shall have the power to adopt rules providing for the separate retirement of the 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 to the Cooperative. Such rules shall (a) establish a method for determining the power supply portion of capital credited to each member for each applicable fiscal year, (b) provide for separate identification on the Cooperative’s books of the power supply portion of capital credited to the Cooperative’s members, (c) provide for appropriate notification to members with respect to the power supply portion of capital credited to their accounts and (d) preclude a general retirement of the power supply portion of capital credited to members for any fiscal year prior to the general retirement of other capital credited to members for the same year or of any capital credited to members for any prior fiscal year. The Board of Directors may elect to retire all or a portion of the capital credited to a member who has failed to pay when due any obligation owed to the Cooperative.
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 part of such member’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 Bylaws, the Board of Directors, at its discretion, shall have the power at any time upon the death of any member who is a natural person, if the legal representatives of his or her estate shall request in writing that the capital credited to any such person be retired prior to the time such capital would otherwise be retired under the provisions of these Bylaws, to retire capital credited to any such member immediately upon such terms and conditions as the Board of Directors, acting under policies of general application, and the legal representatives of such member’s estate shall agree, provided, however, that the financial condition of the Cooperative will not be impaired thereby. Except upon the death of a natural person, there shall be no other retirements out of order of priority provided for in these bylaws. Insolvency or bankruptcy, whether individual or corporate, shall not be grounds for early or accelerated retirement.
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The members of the Cooperative, by dealing with the Cooperative, acknowledge that the terms 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. The provisions of this article of the Bylaws shall be called to the attention of each member of the Cooperative by posting it in a conspicuous place in the Cooperative’s office.
The Cooperative shall not allocate credits under the provisions of this section to patrons of the Cooperative who are not otherwise members.
The Cooperative shall allocate and retire capital credits in a manner that: (1) is consistent with state and federal law;
(2) is consistent with operating on a cooperative basis under federal tax law; (3) is fair and reasonable to the Cooperative’s members and non-member patrons; (4) provides the Cooperative with sufficient equity and capital to operate effectively and efficiently; and (5) protects the Cooperative’s financial condition. Subject to law, the Cooperative’s Articles of Incorporation, and the Cooperative’s Bylaws, the allocation and retirement of capital credits are at the sole discretion of the Cooperative’s Board of Directors.
ARTICLE VIII
DISPOSITION OF PROPERTY
The Cooperative may not sell, transfer, convey of, within the period of any single calendar year, the physical plant in excess of five percent in value of such Cooperative, based upon the most recent audit of the books, unless such sale, transfer, conveyance or other disposition is authorized by the affirmative vote of not less than two-thirds of all of the members of the Cooperative cast at any regular or special meeting called for that purpose and unless the notice of such proposed sale, transfer, conveyance or other disposition shall have been contained in the notice of the meeting not less than twenty nor more than thirty days prior to the date of such meeting; provided, however that notwithstanding anything herein contained, the Board of Directors of the Cooperative, without authorization by the members thereof, shall have full power and authority to authorize the execution and delivery of a mortgage or mortgages or a deed or deeds of trust upon, or the pledging or encumbering of, any or all of the property, assets, rights, privileges, licenses, franchises, and permits of the Cooperative, whether acquired or to be acquired, and wherever situated, as well as the revenues and income therefrom, all upon such terms and conditions as the Board of Directors shall determine, to secure any indebtedness of the Cooperative (incurred through loan funds secured for the purpose of improving existing electric facilities, constructing new lines and installation of related equipment or to provide emergency funds for rehabilitation of plant in event of storm damage); nothing in this Article shall prohibit the sale, transfer, conveyance, or exchange of the Cooperative’s assets to another cooperative, agency of the state of North Dakota or of the government of the United States, nor in exchange for physical plant of equal monetary value to any person or organization, public or private.
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ARTICLE IX
SEAL
The Corporate seal of the Cooperative shall be in the form of a circle and shall have inscribed thereon the name of the Cooperative and the words, “Corporate Seal, North Dakota.”
ARTICLE X
FINANCIAL TRANSACTIONS
SECTION 1. Contracts. Except as otherwise provided in these Bylaws, 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.
SECTION 2. Checks, Drafts, etc. All checks, drafts, or other orders for the payment of money, and all notes, bonds or other evidence of indebtedness issued in the name of the Cooperative shall be signed by such officer of 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.
SECTION 3. Deposits. All funds of the Cooperative shall be deposited from time to time to the credit of the Cooperative in such bank or banks as the Board of Directors may select.
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SECTION 4. Change in Rates. Written notice shall be given to the Administrator of the Rural Electrification Administration of the United States of America not less than ninety days prior to the date upon which any proposed change in the rates charged by the Cooperative for electric energy becomes effective.
SECTION 5. Fiscal Year. The fiscal year of the Cooperative shall begin on the first day of January of each year and shall end on the thirty-first day of December of that same year.
ARTICLE XI
MISCELLANEOUS
SECTION 1. Interest in Other Entities. Provided that the same are reasonably related to the purposes for which the Cooperative was formed, the Board of Directors may authorize the Cooperative to invest in or enter into limited or general partnerships, joint ventures, cooperative organizations, business or non-profit corporations, sole proprietorships, unincorporated associations, limited liability companies, or trusts or securities issued by the same. The Cooperative shall not become a member of or purchase stock in any other organization without an affirmative vote of the members at a duly held meeting, the notice of which shall specify that action is to be taken upon such proposed membership or stock purchase, provided, however, that the Cooperative may upon the authorization of the Board of Directors, purchase stock in or become a member of any corporation organized on a non-profit basis for the purpose of engaging in or furthering the cause of rural electrification, or with the approval of the Administrator of REA, of any other corporation for the purpose of acquiring electric facilities.
SECTION 2. Waiver of Notice. Any member or director may waive in writing any notice of a meeting required to be given by these Bylaws. The attendance of a member or Director at any meeting shall constitute a waiver or 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.
SECTION 3. Rules and Regulations. The Board of Directors shall have power to make and adopt such rules and regulations, not inconsistent with law, the Articles of Incorporation or these Bylaws, as it may deem advisable for the management of the business and affairs of the Cooperative.
SECTION 4. Accounting System and Reports. The Board of Directors shall cause to be established and maintained a complete accounting system which, among other things, and subject to applicable laws and rules and regulations of any regulatory body, shall conform to such accounting system as may from time to time be designated by the Administrator of the Rural Electrification Administration of the United States of America. The books of the Cooperative shall be examined be a committee of the Board of Directors which shall render reports to the Board of Directors at least four times a year at regular meetings of the Board of Directors. The Board of Directors shall also after the close of each fiscal year, cause to be made a full and complete audit of the accounts, books and financial condition of the Cooperative as of the end of such fiscal year. Such audit reports shall be submitted to the members at the next following annual meeting.
SECTION 5. Indemnification of Directors and/or Management Personnel. The Cooperative shall indemnify, to the fullest extent authorized by law at the time the first act giving rise to the duty to indemnify occurred, any present or former Director or General Manager against judgments, penalties, fines (including, without limitation, excise taxes assessed against such person with respect to an employee benefit plan), settlements, and reasonable expenses (including, without limitation, attorneys’ fees and disbursements) incurred by such person while such person is or was serving as a Director, or General Manager of the Cooperative or is or was serving at the request of the Cooperative in another capacity. The Board of Directors is hereby authorized to enact a policy or policies requiring the Cooperative to indemnify any other person to the same or lesser extent that the indemnity granted present and former Directors or General Managers.
ARTICLE XII
AMENDMENTS
Section 1.Except as inconsistent with the laws of North Dakota and/or these Bylaws, these Bylaws may be altered, amended, or repealed by the members by majority vote at any regular Annual Meeting or Special Meeting of the members, provided the notice of such meeting shall have contained a copy of the proposed alteration, amendment or repeal. Proposed Bylaw alterations, amendments, or repeals may be presented to the membership by 1) the Board of Directors; or 2) through member request as provided below in Section 2.
Section 2. Membership Request Without Petition. Any member in good standing may present to the Board of Directors a request to change one or more of these Bylaws. To be considered for a membership vote at the next Annual Meeting of the members, the member request must be presented to the Board of Directors at a regular board meeting at least two hundred and ten (210) days before the next Annual Meeting of the members. If presented thereafter, the member request shall be considered for the following Annual Meeting of the members. Regardless of whether the request is
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made prior to or after the deadline, the Board of Directors shall vote by the next two regular board meetings of the request being made whether to place the member request before the membership for a vote at the regular Annual Meeting. The vote by the Board of Directors shall include a statement to the member whether the Board of Directors approved or declined the request, and if approved, shall also include the date, time, and place for the member vote. The member or members who made the request shall be informed, by mail, or electronic mail, of the decision of the Board of Directors within then (10) days of the Board of Directors’ vote on the request.
Member Request with Petition. At any time, a petition may be presented to the Board of Directors at a regular meeting of the Board of Directors requesting to change one or more of these Bylaws To be considered for vote by the membership, the petition must meet the following conditions:
1) The petition must be presented to the Board of Directors at a regular meeting of the Board of Directors;
2) The petition must contain the exact language of the requested change;
3) The requested change is consistent with the laws of North Dakota and not inconsistent with with the other provisions of these Bylaws, as determined by the Cooperative staff, in-house counsel, and other general counsel or consultants of the Cooperative; and
4) The petition must be signed by at least 2% of the members from each of the seven voting districts of the Cooperative and include his or her full name, address, and phone number. The Cooperative will provide the number of members that comprise 2% of each voting district upon request.
If all the foregoing conditions are met, the requested change shall be placed on the ballot at a regular Annual Meeting of the members. To be placed on the next regular meeting of the members, the petition must be presented to the Board of Directors as prescribed at least one hundred thirty-five (135) days before the next Annual Meeting of the members. If presented to the Board of Directors thereafter, the petition will be considered for vote by the membership at the following Annual Meeting of the members. If one or more of the conditions are not met, the Board of Directors shall notify the member or members presenting the petition, by mail, or electronic means, of such failure within ten (10) business days following the Board of Directors’ vote or determination on the petition.
This institution is an equal opportunity provider and employer.
Cavalier Rural Electric Cooperative, Inc. to make electric energy available to its
members at the lowest cost consistent with sound economy and good management.
BY LAWS
of
CAVALIER RURAL ELECTRIC COOPERATIVE, INC.
Langdon, ND 58249 ARTICLE I
MEMBERSHIP
SECTION 1. Requirements for Membership.
(a) Any person or entity, may become a member of Cavalier Rural Electric Cooperative, Inc. (hereinafter called the “Cooperative”) if such person or entity:
i. Is a person or entity capable of contracting;
ii. Makes a written application for membership thereof;
iii. Is formally accepted for membership by the Board of Directors; and
iv. Agrees to acquire from the Cooperative, all of the person’s requirements for electrical power or energy generated, transmitted, distributed, sold, supplied, furnished, or otherwise provided by the Cooperative at the location to be served, unless expressly authorized to the contrary by the Cooperative.
The Board of Directors may waive the requirement of subsection (ii) and impose such other conditions as it determines necessary or desirable if such person or entity refuses, is unable to or neglects to file a written application for membership but otherwise consumes, receives, purchases, uses any electric energy or utility service provided by the Cooperative as herein specified;
(b) Any such person or entity by becoming a member agrees to comply with and be bound by the Articles of Incorporation, Bylaws of the Cooperative and any rules and regulations, or policies adopted by the Board of Directors (collectively, the “Governing Documents”).
(c) No member may hold more than one membership in the Cooperative.
(d) No membership in the Cooperative shall be transferable, except as provided in these Bylaws.
(e) Each member shall acute and deliver to the Cooperative grants of easement of right-of-way on or over such lands owned by members, in accordance with such reasonable terms and conditions as the Cooperative shall require for the furnishing of services to such member or other members or for the construction, operation and maintenance of the Cooperative’s facilities. The granting by a member of such easements and rights to the Cooperative shall be effective upon the member’s admission to membership in the Cooperative, and the granting of such easements and rights shall be effective and enforceable even in the absence of a separate written easement agreement executed by the member. The member shall, nevertheless, execute a separate written easement agreement for recording purposes if requested by the Cooperative to do so.
SECTION 2. Joint Membership. Any two or more potential qualified members who are residents of the same household and are in a legally recognized relationship may apply for a joint membership.. The term "member" as used in these Bylaws shall be deemed to include any two natural persons holding a joint membership and provisions relating to the rights and liabilities of membership, and except as modified below or by policy of general application, shall apply equally with respect to the holder of a joint membership.
The effect of a joint membership shall be as follows:
(a) The presence at a meeting of one or more joint members constitutes the presence of one member at the meeting and shall constitute a joint waiver of notice of the meeting;
(b) The vote of any of those holding a joint membership, separately or all, jointly shall constitute one joint vote;
(c) A waiver of notice of a meeting signed by one joint member constitutes waiver of notice for all joint members;
(d) Notice to one joint member constitutes notice to all joint members;
(e) Withdrawal, termination, or expulsion of the membership of a joint member shall terminate the joint
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membership;Any but not all may be elected to the Board of Directors or other committees of the Board of Directors at any one time provided that both meet the qualifications for such position.
SECTION 3. Conversion to Membership. A membership may be converted to a joint membership upon the written application by the current member for joint membership in compliance with the requirements set forth in Section 1 of this Article, the agreement of the prospective joint member(s), and the fulfillment of such other terms and conditions as may be determined by the Board of Directors.
SECTION 4. Termination of Joint Membership. A joint member shall promptly notify the Cooperative in writing of a cessation of the legally recognized relationship and/or their failure to occupy the same residence for which the Cooperative provides or will provide a service. Upon the death of a joint member such membership shall be held solely by the survivor(s) and when the death of a joint member results in one remaining member, the joint membership shall terminate provided, however, that the estate of the deceased shall not be released from any debts due the Cooperative.
SECTION 5. Membership and Service Connection Fees. The Board of Directors may require a deposit or service connection fee for each connection, extension, or other available service, pursuant to reasonable rules, regulations, and policies adopted by the Board of Directors.
SECTION 6. Purchase of Electric Energy. Each member shall, as soon as electric energy or other utility service used shall be available, purchase from the Cooperative all electric energy or other utility service used on or delivered to the premises specified in the member’s application for membership and shall therefore pay for electrical energy or other utility service used on or delivered to the premises at rates, times, and conditions 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 Cooperative facilities, shall be subject to appropriate regulations 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 the members as capital and each member shall be credited with the capital so furnished as provided in these Bylaws. Each member shall pay to the Cooperative such minimum amount per month regardless of the amount of electric energy consumed, as shall be fixed by the board of directors from time to time. Each member shall also pay all amounts owed by the member to the Cooperative as and when the same shall become due and payable.
SECTION 7. Termination of Membership.
(a) Any member may withdraw from membership upon compliance with such uniform terms and conditions as the Board of Directors may prescribe.
(b) The Board of Directors of the Cooperative may, after giving written notice, expel any member, by the affirmative vote of not less than two-thirds of all of the Directors, who fails to abide by the following and such failure continues for ten days after such notice was given:
i. Comply with any of the provisions of the Governing Documents including, but not limited to, any such established for production of energy interconnected with the Cooperative’s facilities; use of electrical energy or other utility service on the premises; minimum charges for service; and the assessment and use of deposits, dues, membership fees, contributions or other charges,
(c) Any expelled member may be reinstated by vote of the Board of Directors at any annual meeting or special meeting. The membership of a member who for a period of six (6) months after service is available to such member, has not purchased electric energy from the Cooperative, or of a member who has ceased to purchase energy from the Cooperative, shall be cancelled by resolution of the Board of Directors.
(d) Upon the withdrawal, death, cessation of existence or expulsion of a member, the membership of such member shall thereupon terminate. Termination of membership in any manner shall not release a member or such member’s estate from any debt to the Cooperative.
ARTICLE II
DISTRIBUTION TO MEMBERS AND MEMBER LIABILITY
SECTION 1. Property Interest of Members. Upon dissolution, after (a) all debts and liabilities of the Cooperative shall have been paid, and (b) all capital furnished through patronage shall have been retired as provided in these bylaws, the remaining property and assets of the Cooperative shall be distributed among the members and former members in the proportion which the aggregate patronage of each bears to the total patronage of all members during the seven years next preceding the date of the filing of the certificate of dissolution, or, if the Cooperative shall not have been in existence for such period, during the period of its existence.
SECTION 2. Non-liabilities for debts of the Cooperative. No member shall be obligated to pay, nor be liable upon, any debts or liabilities of the Cooperative.
ARTICLE III
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MEETING OF MEMBERS
SECTION 1. Annual Meeting. The annual meeting of the members shall be held at such time to be selected by the Board of Directors and management, at such place in the county of Cavalier, state of North Dakota, as shall be designated in the notice of meeting, for the purpose of electing directors, passing upon reports for the 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. In the event of a national emergency or occurrence of a catastrophic event, the annual meeting of the members may be
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postponed or cancelled the President of the Board. Notice of the cancelled or postponed meeting shall be given by the President and published in each county newspaper within the Cooperative’s service territory.
SECTION 2. Special Meeting. A special meeting of the members may be called by:
a) resolution of the Board of Directors; or
b) upon the written request signed by any three Directors;
c) by the President; or
d) by twenty percent or more of all the members.
It shall thereupon be the duty of the Secretary to cause notice of such meeting to be given as hereinafter provided. Special meetings of the members may be held at any place within the county of Cavalier, state of North Dakota, specified in the notice of the special meeting.
SECTION 3. Notice of Members Meetings. Notice stating the place, day and hour of all meetings authorized by this Article and information pertaining to voting by mail or electronic means and, in case of a special meeting or an annual meeting at which business requiring special notice is to be transacted, the purpose or purposes for which the meeting is called, shall be delivered not less than ten days nor more than thirty days before the date of the meeting by or at the direction of the Secretary, or upon a default in duty by the Secretary, by the persons calling the meeting, to each member. Notice may be provided to a member via electronic means. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the member at their address as it appears on the records of the Cooperative with postage thereon prepaid. The failure of any member to receive notice of an annual or special meeting of the members shall not invalidate any action which may be taken by the members at any such meeting.
SECTION 4. Quorum. A quorum of all member meetings of the Cooperative shall never be more than fifty (50) members or a majority of all members, whichever is smaller. In determining a quorum at a meeting, on a question submitted to a vote by mail or electronic means, members present in person and represented by vote by mail or electronic means shall be counted. 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, provided that the Secretary shall notify any absent members of the time and place of such adjourned meeting.
SECTION 5. Voting. Each member shall be entitled to only one vote and no more upon each matter submitted to a vote at the meeting of the members. All questions shall be decided by a vote of a majority of the members voting thereon in person, by mail, or remote electronic means, except as otherwise provided by law, the Article of Incorporation or these Bylaws.
SECTION 6. Proxies, Credentialing, Attendance, and Voting by Mail or Remote Electronic Means.
a) Voting by proxy shall not be permitted.
b) To be eligible to vote at any meeting of the members, a member must be present at such meeting in person, except as otherwise permitted herein.
c) The Board of Directors may permit voting by mail or remote electronic means, provided all members are given notice in the manner contemplated by Section 3 of this Article delivered at least fifteen days prior to the date the ballot is to be tallied of the exact motion or resolution upon which such vote is to be taken. The failure of any member to receive the notice shall not invalidate any action that may be taken as a result of the vote. Such vote shall be conducted in accordance with the rules governing the conditions, manner, and form of such vote and resolution of disputes pertaining thereto as may be prescribed by law and/or determined by the Board of Directors.
d) The Board of Directors may determine the manner of conducting member registration, balloting, vote counting, and to pass on questions that may arise with respect to the establishment of a quorum, and voting at any meeting of members.
SECTION 7. Order of Business. The order of business at the annual meeting of the members and, so far as possible, at all other meetings of the members, shall be determined by the Board of Directors. The order of business at an annual meeting of the members may be amended by motion and majority vote of the members at such meeting.
ARTICLE IV
DIRECTORS
SECTION 1. General Powers. The business and affairs of the Cooperative shall be managed by a board of seven
(7) directors which shall exercise all the powers of the Cooperative, except those powers which are by law, by the Cooperative’s Articles of Incorporation, or by these Bylaws conferred upon or reserved to the members.
SECTION 2. Election and Tenure of Office. The service area of the Cooperative shall be divided into seven (7) areas to secure fair geographical representation on the Board of Directors. One director shall be elected from each area. This director shall maintain an active account in the represented area.
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The Service areas shall be as follows:
Northwest District – Cypress, Byron, Linden, Glenila, Grey, Bruce and Huron townships.
Northcentral District - Dresden, Mt. Carmel, Minto, South Dresden, Langdon, Moscow and Waterloo townships.
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Central District – Loma, Perry, Billings, Nekoma, Osnabrock, Osford and Highland Center townships.
Midwest District – Trier, Henderson, Gordon, Sievert, Banner, Storlie and Klingstrup townships.
South District – Royal, Northfield, Prospect, Hammer, Sullivan, Overland, Fancher and Newland townships.
Northeast District – West Hope, Hope, Harvey, Loam, Elgin, Manilla and Easby townships.
East District – Fremont, North Olga, Hay, South Olga, Alma, East Alma and Montrose townships.
Each Director shall be elected to a three (3) year term. At the annual meeting to be held in 2004, Directors from areas 4 and 5 shall be elected, followed by Directors from areas 6 and 7 at the 2005 annual meeting, and Directors from areas 1, 2 and 3 at the 2006 annual meeting and to continue thereafter in the same rotation.
Directors may be elected by plurality of the members present and voting at the meeting of the members.
If no special meeting of the members for the election of directors can be held within a reasonable time after the cancellation or postponement of the annual meeting, the affected director position shall be elected at the same time as and in addition to, the regular elections of the next annual meeting. The incumbent director(s) shall continue to serve until their successors are elected. The term of office for the affected director position shall be two (2) years.
SECTION 3. Qualifications. Persons eligible to become or remain a director or to hold any position of trust in the Cooperative shall;
(a) Be member in good standing and receive electrical service at the member’s primary residence in the district from which the director is to be seated
For purposes of these Bylaws, “primary residence” shall mean the residence that is the chief or main residence of the member and where the member actually lives for the most substantial portion of the year;
(b) Have voting rights within the district from which the director is to be seated;
(c) Not in any way employed by or financially interested in a competing enterprise or a business selling electric energy or supplies to the Cooperative, or a business primarily engaged in selling electrical appliances, fixtures, or supplies to the members of the Cooperative.
(d) Not be a present employee of or employee who has retired from or been terminated by the Cooperative within a three year period from when the director seat is to be elected.
(e) Not be a close relative of an employee. A “close relative” shall mean any individual who is either by blood, law, or marriage, including half, step, foster, and adoptive relations, a spouse, aunt, uncle, child, grandchild, parent, grandparent, or sibling.
Upon establishment of the fact that a director is holding office in violation of any of the foregoing provisions, the Board of Directors shall remove such director from office.
Nothing contained in this section shall affect in any manner whatsoever the validity of any action taken at any meeting of the board of directors.
SECTION 4. Nomination of Directors. Nomination of candidates for the office of director of the Cooperative shall be made by petition. All nominating petitions must be signed by at least 15 members of the Cooperative and filed at the principal office of the Cooperative at least forty-five (45) days before the meeting at which the election shall take place. At least twenty (20) days before the meeting a list of all qualified candidates shall be posted in the principal office of the Cooperative. The Secretary shall mail the notice of meeting, or separately but at least ten (10) days before the date of the meeting a statement of the number of directors to be elected and names and addresses of the candidates. No member shall sign more than one nominating petition. Nominations may also be made from the floor of the meeting. If the members in any district shall have failed to nominate a nominee(s) in writing as provided above, then a Nominating Committee of this Cooperative shall nominate one (1) or more members who reside in said district for said director position(s). Said Nominating Committee shall be appointed by the Board of Directors on an annual basis, said appointment to be made not less than ninety (90) days before each annual meeting. Said Nominating Committee shall be selected from the resident Members of the districts of the Cooperative, so that each such district shall have one (1) Member on said Nominating Committee.
A Nominating Committee Member may not be a Director of the Cooperative; or a Close Relative of an existing Cooperative director, officer, employee, representative, or agent; or a known Director candidate.
Further, a Nominating Committee Member should recognize that he or she functions as a person occupying a place of trust and should not accept an appointment to the Nominating Committee if he or she has a conflict of interest, or can reasonably foresee any conflict of interest, with any duty the Nominating Committee Member owes to the Cooperative. In the event that a Nominating Committee Member is appointed and subsequently becomes aware of a conflict of interest, or a potential conflict of interest, then that Nominating Committee Member has a continuing obligation to disclose the same to the Chair of the Nominating Committee or to legal counsel for the Nominating Committee for a determination by the latter as to whether such conflict of interest, or potential conflict of interest, should necessitate the
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resignation of the Nominating Committee Member from the Nominating Committee, or abstention from voting on a particular issue or such other appropriate action(s) as is necessary to protect the best interests of the Cooperative.
It shall be the duty of the Nominating Committee to nominate one or more nominees for each district that is scheduled for an election but for which no candidates have been nominated by the petition process thirty (30) days prior to said annual meeting.
The Nominating Committee shall submit their nomination or nominations to the Secretary, in writing and signed by at least two (2) members of said Committee, and the nomination(s) shall be listed in the notice of annual meeting and their names shall be printed on the election ballot.
No Member may be elected to a Director position unless nominated in the manner provided by this Section 3. No write-in ballots shall be accepted, nor nominations from the floor.
SECTION 5. Removal of Directors by Members. Any member may bring charges against a director and, by filing with the Secretary such charges in writing together with a petition signed by at least twenty percent of the members, may request the removal of such director by reason thereof. Such director shall be informed in writing of the charges at least ten days prior to the meeting of the members at which the charges are to be considered and shall have the opportunity at the meeting to be heard in person or by counsel and present evidence in respect of the charges; and the person or persons bringing the charges against him shall have the same opportunity. The question of the removal of such director shall be considered and voted upon at the meeting of the members and any vacancy created by such removal may be filled by the vote of the members at such meeting without compliance with the foregoing provisions with respect to nominations.
SECTION 6. Vacancies. Subject to the provisions of these Bylaws with respect to the filling of vacancies caused by the removal of directors by the members, a vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors for the unexpired portions of the term.
SECTION 7. Compensation. Directors shall not receive any salary for their services as directors, except that by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, for each day or portion thereof spent in Cooperative’s business, such as attendance at meetings, conferences, and training programs or performing committee assignments.. No directors 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
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payment and amount of compensation shall be specifically authorized by a vote of the members or the service by such director or close relative shall have been certified by the board of directors as an emergency measure.
SECTION 8. Director's Liability. A Director is not liable to the Cooperative, any member, or any other individual or entity for action taken, or not taken, as a Director that either:
a) Satisfies the requirements of the Cooperative’s Bylaws; or
b) Satisfies the standard set forth in NDCC Section 10-15-31, or a comparable provision of future law.
ARTICLE V
MEETING OF DIRECTORS
SECTION 1. Regular Meetings. A reorganizational meeting of the Board of Directors shall be held without notice, immediately after the annual meeting of the members. Regular meetings of the Board of Directors shall also be held monthly at such time and place in the city of Langdon, Cavalier County, North Dakota, as the Board of Directors may provide by resolution. Such regular monthly meetings may be held without notice other than such resolution or designation by the Board of Directors fixing the time and place thereof.
SECTION 2. Special Meetings. Special meetings of the Board of Directors may be called by the President or by any three directors, 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 directors calling the meeting shall fix the time and place (which shall be in Cavalier County, North Dakota), for the holding of the meeting.
SECTION 3. Notice of Directors' Meetings. Written notice of the time, place and purpose of any special meeting of the Board of Directors shall be delivered to each director not less than five days previous thereto, either personally or by mail, by or at the direction of the Secretary, or upon a default in duty by the Secretary, by the President or the directors calling the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the director at his address as it appears on the records of the Cooperative, with postage thereon prepaid.
SECTION 4. Quorum. A majority of the Board of Directors shall constitute a quorum, provided, that if less than such majority of the directors is present at said meeting, a majority of the directors present may adjourn the meeting from time to time; and provided further, that the Secretary shall notify any absent director of the time and place or such adjourned meeting. 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.
ARTICLE VI
OFFICERS
SECTION 1. Number. The officers of the Cooperative shall be a President, Vice President, Secretary, Treasurer, and such other officers as may be determined by the Board of Directors from time to time. The offices of the Secretary and of the Treasurer may be held by the same person.
SECTION 2. Election and Term of Office. The officers shall be elected by ballot, annually by and from the Board of Directors at the meeting of the Board of Directors held immediately after the annual meeting of the members. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until the first meeting of the members or until his successors shall have been elected and shall have qualified. A vacancy in any office shall be filled by the board of directors for the unexpired portion of the term.
SECTION 3. Removal of Officers and Agents by Directors. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgement the best interests of the Cooperative will be served thereby. In addition, any member of the Cooperative may bring charges against an officer, and by filing with the Secretary such charges in writing together with a petition signed by twenty percent of the members, may request the removal of such officer. The officer against whom such charges have been brought shall be informed in writing of the charges at least ten days prior to the board meeting at which the charges are to be considered and shall have the opportunity at the meeting to be heard in person or by counsel and to present evidence in respect of the charges; and the person or persons bringing the charges against him shall have the same opportunity. In the event the Board does not remove such officer, the question of his removal shall be considered and voted upon at the next meeting of the members.
SECTION 4. President. The President shall:
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(a) be the principal executive officer of the Cooperative and, unless otherwise determined by the members or the Board of Directors, shall preside at all meetings of the members and the Board of directors.
(b) sign, with the Secretary, certificates of membership, the issue of which shall have been authorized by the Board of Directors or the members 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 Bylaws to some other officer or agent of the Cooperative, or shall be required by law to be otherwise signed or executed; and
(c) in general, perform all duties incumbent to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
SECTION 5. Vice-President. In the absence of the President, or in the event of his inability or refusal to act, the Vice-President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice-President shall also perform such other duties as from time to time may be assigned to him by the Board of Directors.
SECTION 6. Secretary. The Secretary shall:
(a) keep the minutes of the meetings of the members and of 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 Bylaws or as required by law;
(c) be custodian of the corporate records and of the seal of the Cooperative and affix the seal of the Cooperative to all certificates of membership prior to the issue thereof and to all documents, the execution of which on behalf of the Cooperative under its seal is duly authorized in accordance with the provisions of these Bylaws;
(d) keep a register of the names and post office addresses of all members;
(e) sign, with the President, certificates of membership, the issue of which shall have been authorized by the Board of Directors of the members;
(f) have general charge of the books of the Cooperative;
(g) 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 always 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
(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.
SECTION 7. Treasurer. The Treasurer shall:
(a) have charge and custody of and be responsible for all funds and securities of the Cooperative; be responsible for the receipt of and the issuance of receipts for all moneys due and payable to the Cooperative and for the deposit of all such money in the name of the Cooperative in such bank or banks as shall be selected in accordance with the provisions of these Bylaws; and
(b) 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 the treasurer by the Board of Directors.
SECTION 8. General Manager. The Board of Directors shall hire a general manager who may be, but who shall not be required to be, a member of the Cooperative. The general manager shall perform such duties and shall exercise such authority as the Board of Directors may from time-to-time vest in the general manager.
SECTION 9. Bonds of Office. Any director, officer, employee, or agent of the Cooperative charged with responsibility for the custody of any of its funds or property may give bond, at the Cooperative’s expense, in such sum and with such surety as the Board of Directors shall determine.
SECTION 10. Compensation. The powers, duties and compensation of officers, agents and employees shall be fixed by the Board of Directors.
SECTION 11. Reports. The officers of the Cooperative shall submit at each annual meeting of the members reports covering the business of the Cooperative for the previous fiscal year. Such reports shall set forth the condition of the Cooperative at the close of such fiscal year.
ARTICLE VII
NON-PROFIT OPERATION
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SECTION 1. Cooperative Operation. The Cooperative shall at all times be operated on a cooperative non-profit basis for the mutual benefit of its members. The Cooperative’s rates, fees, rents, and other charges for electrical energy and for any other facilities, supplies, equipment, or services by the Cooperative shall be sufficient at all times to pay all of the operating and maintenance expenses necessary or desirable for the prudent conduct of its business, and the principal and interest on the obligations issued or assumed by the Cooperative in the performance of the purpose for which it was organized and for the creation of reserves.
SECTION 2. Patronage Capital. The revenues of the Cooperative shall be devoted first to the payment of operating and maintenance expenses and the principal and interest on outstanding obligations, and thereafter, to such reserves for improvements, new construction, depreciation, and contingencies as the Board of Directors, from time to time, may prescribe. Revenues not required for the purposes set forth in this section shall be returned, from time to time, to the members of the Cooperative, in cash, in abatement of current charges for electrical energy, or otherwise as the Board of Directors may determine on a pro-rata basis according to the amount of business done with each member.
All such amounts in excess of operating and maintenance expenses, principal and interest on outstanding obligations and reserves and contingencies prescribed by the Board of Directors shall be received by the Cooperative with the understanding that these amounts are furnished by the members as capital. The Cooperative is obligated to pay by credits to a capital account for each member all such amounts in excess of, the expenses set forth herein, except that interest income and amounts received by the Cooperative’s subsidiaries and not from the Cooperative’s operations shall be credited to a general unallocated fund and shall be charged against the fund which is available for distribution by credits to the capital accounts of the members. 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 member is clearly reflected and credited in appropriate record to the capital account of each member and the Cooperative shall, within a reasonable time after the close of the fiscal year, notify each member of the amount of capital so credited to his or her account. All such amounts credited to the capital account of any member shall have the same status as though they had been paid to the member in cash in pursuance of a legal obligation to do so and the member had then furnished the Cooperative corresponding amounts of 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, the capital then credited to members’ accounts may be retired in full or in part. 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.
Provided further, however, that the Board of Directors shall have the power to adopt rules providing for the separate retirement of the 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 to the Cooperative. Such rules shall (a) establish a method for determining the power supply portion of capital credited to each member for each applicable fiscal year, (b) provide for separate identification on the Cooperative’s books of the power supply portion of capital credited to the Cooperative’s members, (c) provide for appropriate notification to members with respect to the power supply portion of capital credited to their accounts and (d) preclude a general retirement of the power supply portion of capital credited to members for any fiscal year prior to the general retirement of other capital credited to members for the same year or of any capital credited to members for any prior fiscal year. The Board of Directors may elect to retire all or a portion of the capital credited to a member who has failed to pay when due any obligation owed to the Cooperative.
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 part of such member’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 Bylaws, the Board of Directors, at its discretion, shall have the power at any time upon the death of any member who is a natural person, if the legal representatives of his or her estate shall request in writing that the capital credited to any such person be retired prior to the time such capital would otherwise be retired under the provisions of these Bylaws, to retire capital credited to any such member immediately upon such terms and conditions as the Board of Directors, acting under policies of general application, and the legal representatives of such member’s estate shall agree, provided, however, that the financial condition of the Cooperative will not be impaired thereby. Except upon the death of a natural person, there shall be no other retirements out of order of priority provided for in these bylaws. Insolvency or bankruptcy, whether individual or corporate, shall not be grounds for early or accelerated retirement.
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The members of the Cooperative, by dealing with the Cooperative, acknowledge that the terms 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. The provisions of this article of the Bylaws shall be called to the attention of each member of the Cooperative by posting it in a conspicuous place in the Cooperative’s office.
The Cooperative shall not allocate credits under the provisions of this section to patrons of the Cooperative who are not otherwise members.
The Cooperative shall allocate and retire capital credits in a manner that: (1) is consistent with state and federal law;
(2) is consistent with operating on a cooperative basis under federal tax law; (3) is fair and reasonable to the Cooperative’s members and non-member patrons; (4) provides the Cooperative with sufficient equity and capital to operate effectively and efficiently; and (5) protects the Cooperative’s financial condition. Subject to law, the Cooperative’s Articles of Incorporation, and the Cooperative’s Bylaws, the allocation and retirement of capital credits are at the sole discretion of the Cooperative’s Board of Directors.
ARTICLE VIII
DISPOSITION OF PROPERTY
The Cooperative may not sell, transfer, convey of, within the period of any single calendar year, the physical plant in excess of five percent in value of such Cooperative, based upon the most recent audit of the books, unless such sale, transfer, conveyance or other disposition is authorized by the affirmative vote of not less than two-thirds of all of the members of the Cooperative cast at any regular or special meeting called for that purpose and unless the notice of such proposed sale, transfer, conveyance or other disposition shall have been contained in the notice of the meeting not less than twenty nor more than thirty days prior to the date of such meeting; provided, however that notwithstanding anything herein contained, the Board of Directors of the Cooperative, without authorization by the members thereof, shall have full power and authority to authorize the execution and delivery of a mortgage or mortgages or a deed or deeds of trust upon, or the pledging or encumbering of, any or all of the property, assets, rights, privileges, licenses, franchises, and permits of the Cooperative, whether acquired or to be acquired, and wherever situated, as well as the revenues and income therefrom, all upon such terms and conditions as the Board of Directors shall determine, to secure any indebtedness of the Cooperative (incurred through loan funds secured for the purpose of improving existing electric facilities, constructing new lines and installation of related equipment or to provide emergency funds for rehabilitation of plant in event of storm damage); nothing in this Article shall prohibit the sale, transfer, conveyance, or exchange of the Cooperative’s assets to another cooperative, agency of the state of North Dakota or of the government of the United States, nor in exchange for physical plant of equal monetary value to any person or organization, public or private.
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ARTICLE IX
SEAL
The Corporate seal of the Cooperative shall be in the form of a circle and shall have inscribed thereon the name of the Cooperative and the words, “Corporate Seal, North Dakota.”
ARTICLE X
FINANCIAL TRANSACTIONS
SECTION 1. Contracts. Except as otherwise provided in these Bylaws, 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.
SECTION 2. Checks, Drafts, etc. All checks, drafts, or other orders for the payment of money, and all notes, bonds or other evidence of indebtedness issued in the name of the Cooperative shall be signed by such officer of 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.
SECTION 3. Deposits. All funds of the Cooperative shall be deposited from time to time to the credit of the Cooperative in such bank or banks as the Board of Directors may select.
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SECTION 4. Change in Rates. Written notice shall be given to the Administrator of the Rural Electrification Administration of the United States of America not less than ninety days prior to the date upon which any proposed change in the rates charged by the Cooperative for electric energy becomes effective.
SECTION 5. Fiscal Year. The fiscal year of the Cooperative shall begin on the first day of January of each year and shall end on the thirty-first day of December of that same year.
ARTICLE XI
MISCELLANEOUS
SECTION 1. Interest in Other Entities. Provided that the same are reasonably related to the purposes for which the Cooperative was formed, the Board of Directors may authorize the Cooperative to invest in or enter into limited or general partnerships, joint ventures, cooperative organizations, business or non-profit corporations, sole proprietorships, unincorporated associations, limited liability companies, or trusts or securities issued by the same. The Cooperative shall not become a member of or purchase stock in any other organization without an affirmative vote of the members at a duly held meeting, the notice of which shall specify that action is to be taken upon such proposed membership or stock purchase, provided, however, that the Cooperative may upon the authorization of the Board of Directors, purchase stock in or become a member of any corporation organized on a non-profit basis for the purpose of engaging in or furthering the cause of rural electrification, or with the approval of the Administrator of REA, of any other corporation for the purpose of acquiring electric facilities.
SECTION 2. Waiver of Notice. Any member or director may waive in writing any notice of a meeting required to be given by these Bylaws. The attendance of a member or Director at any meeting shall constitute a waiver or 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.
SECTION 3. Rules and Regulations. The Board of Directors shall have power to make and adopt such rules and regulations, not inconsistent with law, the Articles of Incorporation or these Bylaws, as it may deem advisable for the management of the business and affairs of the Cooperative.
SECTION 4. Accounting System and Reports. The Board of Directors shall cause to be established and maintained a complete accounting system which, among other things, and subject to applicable laws and rules and regulations of any regulatory body, shall conform to such accounting system as may from time to time be designated by the Administrator of the Rural Electrification Administration of the United States of America. The books of the Cooperative shall be examined be a committee of the Board of Directors which shall render reports to the Board of Directors at least four times a year at regular meetings of the Board of Directors. The Board of Directors shall also after the close of each fiscal year, cause to be made a full and complete audit of the accounts, books and financial condition of the Cooperative as of the end of such fiscal year. Such audit reports shall be submitted to the members at the next following annual meeting.
SECTION 5. Indemnification of Directors and/or Management Personnel. The Cooperative shall indemnify, to the fullest extent authorized by law at the time the first act giving rise to the duty to indemnify occurred, any present or former Director or General Manager against judgments, penalties, fines (including, without limitation, excise taxes assessed against such person with respect to an employee benefit plan), settlements, and reasonable expenses (including, without limitation, attorneys’ fees and disbursements) incurred by such person while such person is or was serving as a Director, or General Manager of the Cooperative or is or was serving at the request of the Cooperative in another capacity. The Board of Directors is hereby authorized to enact a policy or policies requiring the Cooperative to indemnify any other person to the same or lesser extent that the indemnity granted present and former Directors or General Managers.
ARTICLE XII
AMENDMENTS
Section 1.Except as inconsistent with the laws of North Dakota and/or these Bylaws, these Bylaws may be altered, amended, or repealed by the members by majority vote at any regular Annual Meeting or Special Meeting of the members, provided the notice of such meeting shall have contained a copy of the proposed alteration, amendment or repeal. Proposed Bylaw alterations, amendments, or repeals may be presented to the membership by 1) the Board of Directors; or 2) through member request as provided below in Section 2.
Section 2. Membership Request Without Petition. Any member in good standing may present to the Board of Directors a request to change one or more of these Bylaws. To be considered for a membership vote at the next Annual Meeting of the members, the member request must be presented to the Board of Directors at a regular board meeting at least two hundred and ten (210) days before the next Annual Meeting of the members. If presented thereafter, the member request shall be considered for the following Annual Meeting of the members. Regardless of whether the request is
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made prior to or after the deadline, the Board of Directors shall vote by the next two regular board meetings of the request being made whether to place the member request before the membership for a vote at the regular Annual Meeting. The vote by the Board of Directors shall include a statement to the member whether the Board of Directors approved or declined the request, and if approved, shall also include the date, time, and place for the member vote. The member or members who made the request shall be informed, by mail, or electronic mail, of the decision of the Board of Directors within then (10) days of the Board of Directors’ vote on the request.
Member Request with Petition. At any time, a petition may be presented to the Board of Directors at a regular meeting of the Board of Directors requesting to change one or more of these Bylaws To be considered for vote by the membership, the petition must meet the following conditions:
1) The petition must be presented to the Board of Directors at a regular meeting of the Board of Directors;
2) The petition must contain the exact language of the requested change;
3) The requested change is consistent with the laws of North Dakota and not inconsistent with with the other provisions of these Bylaws, as determined by the Cooperative staff, in-house counsel, and other general counsel or consultants of the Cooperative; and
4) The petition must be signed by at least 2% of the members from each of the seven voting districts of the Cooperative and include his or her full name, address, and phone number. The Cooperative will provide the number of members that comprise 2% of each voting district upon request.
If all the foregoing conditions are met, the requested change shall be placed on the ballot at a regular Annual Meeting of the members. To be placed on the next regular meeting of the members, the petition must be presented to the Board of Directors as prescribed at least one hundred thirty-five (135) days before the next Annual Meeting of the members. If presented to the Board of Directors thereafter, the petition will be considered for vote by the membership at the following Annual Meeting of the members. If one or more of the conditions are not met, the Board of Directors shall notify the member or members presenting the petition, by mail, or electronic means, of such failure within ten (10) business days following the Board of Directors’ vote or determination on the petition.
This institution is an equal opportunity provider and employer.