PRINTABLE VERSION OF ENTIRE BYLAWS

STATEMENT OF NONDISCRIMINATION

ARTICLES OF INCORPORATION

ARTICLES OF CONVERSION

ARTICLE I MEMBERSHIP

ARTICLE II RIGHTS & LIABILITIES OF MEMBERS

ARTICLE III MEETING OF MEMBERS

ARTICLE IV TRUSTEES

ARTICLE V MEETINGS OF TRUSTEES

ARTICLE VI OFFICERS

ARTICLE VII NON-PROFIT OPERATIONS

ARTICLE VIII DISPOSITION OF PROPERTY

ARTICLE IX SEAL

ARTICLE X FINANCIAL TRANSACTIONS

ARTICLE XI MISCELLANEOUS

ARTICLE XII AMENDMENTS

 

 

BYLAWS of

LOWER YELLOWSTONE RURAL ELECTRIC ASSOCIATION, INC.

Sidney, Montana

 

As Amended and Adopted by Vote of Members

 2021

 

ARTICLE I

Membership

 

SECTION 1.  Requirements for membership. Any persons, partnership, entity, association, corporation or body politic may become a member in the Lower Yellowstone Rural Electric Association, Inc., (hereinafter called the “Cooperative”) by:

  1. Filing a written application for membership;
  2. Agreeing to purchase from the Cooperative electric energy as hereinafter specified;
  3. Agreeing to comply with and be bound by the articles of incorporation and bylaws of the Cooperative and any rules and regulations adopted by the board of trustees;

 

SECTION 2.  Joint Membership.  Any two people who agree may apply for a joint membership and, subject to their compliance with the requirements set forth in Section 1 of this Article, may be accepted for such membership.  The term “Member” as used in these bylaws shall be deemed to include any two people holding a joint membership and any provisions relating to the rights and liabilities of membership shall apply equally with respect to the holders of a joint membership.  Without limiting the generality of the foregoing, the effect of the hereinafter specified actions by or in respect to the holders of a joint membership shall be as follows:

  1. The presence at a meeting of either or both shall be regarded as the presence of one member and shall constitute a joint waiver of notice of the meeting;
  2. The vote of either separately or both jointly shall constitute one joint vote;
  3. A waiver of notice signed by either or both shall constitute a joint waiver;
  4. Notice to either shall constitute notice to both;
  5. Expulsion of either shall terminate the joint membership;
  6. Withdrawal of either shall terminate the joint membership;
  7. Either but not both may be elected or appointed as an officer or trustee, provided that both meet the qualifications for such office.

 

SECTION 3.  Conversion of Membership.

  1. A membership may be converted to a joint membership upon the written request of the holder thereof and the agreement by such holder and other person to comply with article of incorporation, bylaws and rules and regulations adopted by the board of trustees. 
  2. Upon the death of either person who is a party to the joint membership, such membership shall be held solely by the survivor.  The estate of the deceased member shall not be released from any debt which is owed to the Cooperative.

 

SECTION 4.  Purchase of Electric Energy.  Each member shall, as soon as electric energy is available, obtain from the Cooperative all electric energy purchased on the premises specified in the application for membership, and shall pay rates which shall from time to time be fixed by the board of trustees; provided, however, that the board of trustees may limit the amount of electric energy which the Cooperative shall be required to furnish to any one member.  It is expressly understood that amounts paid for electric energy in excess of the cost of service are furnished by members as capital and each member shall be credited with the capital so furnished as provided in these bylaws.  Each member shall pay to the Cooperative such minimum amount regardless of the amount of electric energy consumed, as shall be fixed by the board of trustees from time to time. 

  1. The member shall pay LYREC for electric service at all served premises in accordance with rate schedules established and approved by LYREC.  Bills rendered for electric service shall be due and payable on receipt.  LYREC reserves the right to require the applicant to make a deposit in advance of delivery of any electric service.  In the event LYREC retains an attorney for compliance or enforcement of membership, the member will be responsible for all costs and attorney fees incurred by LYREC.
  2. LYREC reserves the right to discontinue its electrical service to the member and to remove its equipment from the member’s premises if the member fails to make payments as required, fails to pay any account for service at a location in member’s name or fails to comply with any condition or obligations of membership.
  3. The member will comply with and be bound by the provisions of the articles of incorporation and bylaws of the cooperative, and such rules, regulations and policies as may from time to time be adopted by the cooperative.
  4. The member will grant LYREC all necessary easements to serve and supply electric power to the member.  The member grants LYREC the right of access to the member’s property for purposes of service, installation, repair or removal of electrical facilities, including the right to trim any trees and branches deemed by LYREC to be a hazard.  The member further agrees to not deny requests from the cooperative for any easements deemed necessary for the construction, operation, and/or maintenance of an electric transmission or distribution line. The terms of membership shall be binding on the heirs, assigns and successors.  It is acknowledged that electric service provided is a necessity such that member and spouse, family, heirs, assigns and successors are liable for payment. 
  5. The member assumes no personal liability or responsibility for any debts or liabilities of LYREC.  Membership shall constitute an agreement between the member and LYREC and shall continue in force from the date when LYREC begins to supply service until terminated by either party.
  6. Allocation of capital credits shall be based upon the patronage of the member.  Refer to Policy 102 and 103.  The policies are on LYREC’s website or you may request a copy.

 

SECTION 5.  Termination of Membership.  Any member may withdraw from membership upon compliance with such terms and conditions as the board of trustees may prescribe.  The board of trustees of the Cooperative, may, by the affirmative vote of not less than two thirds of all the trustees, expel any member who has refused or failed to comply with any of the provisions of the article of incorporation, bylaws or rules or regulations adopted by the board of trustees, but only if such member is given a 10 day written notice by the Cooperative that such refusal or failure makes the member subject to expulsion and such refusal or failure continues after such notice was given.  Any expelled member may be reinstated by majority vote of the board of trustees or by majority vote of the members at any annual or special meeting. 

            Upon the withdrawal, death, cessation of existence or expulsion of a member the membership of such member shall terminate.  Termination of membership in any manner shall not release a member or his/her estate from any debt owed to the Cooperative.

 

SECTION 6.  Furnishing of Other Services.  The cooperative may elect to provide services other than electricity as permitted by law and as approved by the board. 

 

ARTICLE II

RIGHTS AND LIABILITIES OF MEMBERS

 

SECTION 1.  Property Interest of Members.  Upon dissolution, after

  1. All debts and liabilities of the Cooperative have been paid; and
  2. All capital furnished through patronage 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 preceding the date of filing of the certificate of dissolution.

 

SECTION 2.  Non-liabiltiy for debts of the Cooperative.  The private property of the members shall be exempt from execution or other liability for the debts of the Cooperative and no member shall be individually liable or responsible for any debts or liabilities of the Cooperative.

 

ARTICLE III

MEETING OF MEMBERS

 

SECTION 1.  Annual Meeting.  Except as otherwise provided in these bylaws, the Cooperative shall hold an annual meeting of the members each year at a place within one of the counties served by the Cooperative, or by any remote means as designated by the board of trustees, for the purpose of passing upon reports for the previous fiscal year and transacting such other business as may come before the meeting.   The trustees may, in their sole judgment, decide it is in the best interest of the Cooperative to postpone or cancel the annual meeting. Failure to hold the annual meeting shall not cause a forfeiture or dissolution of the Cooperative. 

 

SECTION 2.  Special Meeting. Special meetings of the members may be held at any place within one of the counties served by the Cooperative, or by any remote means as specified in the notice of the special meeting.

 

SECTION 3.  Notice of Members Meeting. Written or printed notice stating the place, day and hour of any meeting and the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) days nor more than thirty (30) days before the date of the meeting, to each member, either by electronic or physical means, by the Cooperative, its designee or the persons calling the meeting.

SECTION 4.  Quorum.   Five percent or fifty (50) members, whichever is less, present at the meeting shall constitute a quorum.  Present shall mean by physical or remote/electronic participation.  In the case of a remote (online or virtual) meeting, the board of trustees may authorize the use of mail-in or electronic ballots for issues to be voted on by the membership.  If a remote (online or virtual) meeting format is selected, the quorum requirements will be deemed met so long as, on any votes taken, there are at least 50 votes cast for any issues.  

 

SECTION 5.  Voting.  Each member or entity member (i.e., corporation, partnership, association, district, or municipality) shall be entitled to only one vote.  Voting may be conducted by any means authorized by state law and as approved by the trustees.  A member may vote in person, electronically, by mail-in ballot or a combination of these, as authorized by the board of trustees.  All questions shall be decided by a vote of a majority of the members voting,  except as otherwise provided by law, the articles of incorporation, or these bylaws. 

 

SECTION 6.  Voting Districts.   The territory served or to be served by the cooperative shall be divided into seven districts.  Each district shall be represented by one trustee.  The districts shall be designated and bounded as follows: 

 

District No. 1.  Commence at the Southwest corner of Section 31, Township 24 North, Range 57 E.M.P.M.; thence due north on Range 57’s west line to the Missouri River; thence east along south side of said Missouri River to the Yellowstone River; thence south along the west side of the Yellowstone River in North Dakota to intersection with Township 23 North line Montana; thence west to point of beginning. 

 

District No. 2.  Commence at Southwest corner of Section 31, Township 23 North, Range 57 E.M.P.M.; thence north to south boundary of District No. 1; thence east to Northeast corner of Section 28, Township 150 North Range 104 in North Dakota; thence due south to the Southeast corner of Section 21, Township 149 North of Range 104W in North Dakota; thence west to point of beginning.

 

District No. 3.  Commence at the Southwest corner of Section 31, Township 21 North, Range 57 E.M.P.M.; thence north to the Southwest corner of Section 31, Township 23 North of Range 57; thence east to along southern boundary of District 2 to Northeast corner of Section 25, Township 149 North of Range 104 in North Dakota; thence due south to the Southeast corner of Section 33, Township 148 North of Range 104W in North Dakota; thence due west to Montana/North Dakota border; thence due south to Township 20 line; thence west to point of beginning.

 

District No. 4.  Shall include all territory served by the Cooperative west of Montana/North Dakota state line and south of the southern boundary of Districts No.’s 3 and 7.

 

District No. 5.  Shall include all territory served by the Cooperative north of the Missouri River and all that territory west of Highway No. 85 in North Dakota extending west to the eastern boundary of the other districts. 

 

District No. 6.  Shall include all territory served by the Cooperative north of Township 23 and west of Range 57 to the Missouri River.

 

District No. 7.  Shall include all territory served by the Cooperative north of the southern boundary of Township 21 to Township 24 line and west of Range 57, E.M.P.M.

 

SECTION 7.  Nomination and Election of Trustees.

  1. Nomination by Committee.  Not less than ninety (90) days before any meeting at which trustees are to be elected, the president shall appoint a nominating committee composed of two members from each district from which the trustees are to be elected.  The committee shall nominate one or more candidates from each of those districts and certify the names of such candidates to the board of trustees at least sixty (60) days prior to the date of the meeting at which trustees are to be elected.
  2. Nomination by Petition.  Nomination of a Candidate to the board of trustees may be made by petition signed by ten (10) members of the Cooperative.  The petition must designate the district for which the candidate is to be elected.  All members signing such petition must be residents of the district for which the candidate is to be elected.  The petition must be submitted to the nominating committee not less than ninety (90) days before any meeting at which trustees are to be elected, and the nominating committee shall certify the names of such candidates nominated by petition to the board of trustees at least sixty (60) days prior to the date of the meeting at which trustees are to be elected. 
  3. Election of Trustees.  Not less than ten (10) nor more than thirty (30) days before the date of the meeting at which trustees are to be elected, written notice shall be mailed or delivered by the direction of the secretary to each member containing the list of the candidates nominated by the nominating committee. The list may be included with the notice of meeting.  The candidates nominated shall be limited to one two-minute nominating speech.  There shall be no seconding speech, and no speech by the person nominating.  In the event more than three candidates are nominated from one District, there shall first be a run-off election conducted in which the two nominees receiving the highest number of votes shall be determined.  The members of the Cooperative shall then cast a second ballot to decide which of those two nominees shall be elected as trustee.  If the trustee election results in a tie vote, a recount shall be conducted.  If a recount confirms a tie vote, a run-off election between the candidates receiving the same number of votes shall be held within 45 days of the tie vote.  If after a run-off, there is still a tie vote, the winner shall be determined by a game of chance by the Cooperative’s attorney or designee.  The candidate from each district receiving the highest number of votes shall be considered elected as trustee.

 

SECTION 8.  Order of Business.  Subject to the discretion of the trustees and where circumstances warrant change, the order of business at any meeting of the members generally shall be as follows:

  1. Report as to the number of members present in order to determine the existence of a quorum.
  2. Acknowledgement of the notice of the meeting and proof of the date of publication or mailing thereof, or the waiver or waivers of notice of the meeting.
  3. Presentation and consideration of reports of officers, trustees, and committees.
  4. Report of trustee election.
  5. Unfinished business.
  6. For the Annual Meeting only, new business.

 

ARTICLE IV

TRUSTEES

 

SECTION 1.  General Powers.  The business and affairs of the Cooperative shall be managed by a board of trustees which shall exercise all of the powers of the Cooperative except those conferred upon or reserved to the members by the law, the articles of incorporation, or these bylaws. 

 

SECTION 2.  Qualifications and Tenure.  Trustees shall be elected for terms of three (3) years.  If the election of trustees has not been held on or by the day designated for the annual meeting, or at any adjournment thereof, the board of trustees shall cause the election to be held at a special meeting of the members as soon thereafter as is convenient.

            No person shall be eligible to become or remain a trustee or to hold any position of trust in the Cooperative who:

  1. Is not a member of the Cooperative (or is not an officer, shareholder, or trustee of an entity member) and a bonafide resident of, and physically residing in, the particular district which they are to represent, or
  2. Is in any way employed by or financially interested in a competing enterprise or a business selling electric energy or supplies to the Cooperative, or is an officer, trustee or shareholder owning ten percent or more of the stock of a corporation which is in the business of selling electric energy or which competes with the Cooperative; or
  3. Who is or has been an employee of the Cooperative within the past four years; or
  4. Is related by blood within the third degree of marriage to any current employee of Lower Yellowstone Rural Electric Cooperative. 

Upon the establishment of the fact that a trustee is holding office in violation of any of the foregoing provisions, the board of trustees shall immediately remove such trustee from office.

 

SECTION 3.  Removal of Trustees by Members.  Any member may request removal of a trustee by filing specific charges in writing with the secretary, together with a petition signed by at least ten percent of the members.   The trustee against whom such charges have been submitted  shall be informed in writing of the charges at least fifteen (15) days prior to the meeting at which the charges are to be considered and shall have an opportunity at the meeting to be heard in person or through counsel and to present evidence.  The person or persons bringing the charges against the trustee shall have the same opportunity at the meeting.  The question of the removal of such trustee shall be considered and voted upon at the meeting of the members and no trustee shall be removed unless by a vote of two-thirds (2/3) of the members present.

SECTION 4.  Vacancies.   Any vacancy occurring in the board shall be filled by the affirmative vote of the majority of all of the remaining trustees for the unexpired portion of the term provided.  If a trustee resigns effective on a specified date, the remaining trustees may appoint a member by the affirmative vote of the majority of all of the remaining trustees to fill the vacancy before it occurs, and in such case the trustee so appointed will begin to serve on the date specified in the resignation notice. In the event the vacancy is not filled by the board within sixty (60) days after the vacancy occurs, the members residing in the trustee voting district from which such trustee was elected shall have the right to fill such vacancy at a meeting of the members of such trustee voting district, in the same manner as set forth in these bylaws.   A member appointed to fill a vacant trustee position must comply with all qualifications for a trustee. The procedure applicable to election of trustees at the expiration of a trustee term applies to any trustees appointed to fill an unexpired term.

SECTION 5.  Compensation.  Trustees shall not receive any salary for their services as trustees, except that by resolution of the board, a reasonable fixed sum and expenses of attendance, if any, may be allowed for each day or portion thereof spent on Cooperative business, such as attendance at meetings, conferences, conventions, seminars and training programs or performing committee assignments when authorized by the board. If authorized by the board, trustees also may be reimbursed for expenses actually and necessarily incurred in carrying out such Cooperative business or granted a reasonable per diem allowance by the board in lieu of detailed accounting for some of these expenses.

 

ARTICLE V

MEETINGS OF TRUSTEES

 

SECTION 1.  Regular Meetings. 

  1.  A regular meeting of the board of trustees shall be held at least ten (10) times per calendar year at such time and place as the board of trustees may decide and provide by resolution.  Such regular monthly meetings may be held without notice other than such resolution.  Regular meetings may be conducted through the use of remote or telecommunications conference means through which all persons participating in the meetings can communicate with each other.  Such participation will constitute attendance and presence in person at the meeting. 

SECTION 2.  Special Meetings.

  1. Special meetings of the board of trustees may be called by the president or by any three trustees, and it shall thereupon be the duty of the secretary to cause notice of such meeting to be given.  The president or the trustees calling the meeting shall fix the time and place of the special meeting. Not less than five (5) days before the meeting, written notice of the time, place and purpose of any special meeting of the board of trustees shall be delivered to each trustee either personally, by mail, or electronic means, by or at the direction of the president, or the trustees calling the meeting.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the trustee at their address as it appears on the records of the Cooperative, with postage thereon prepaid.                                                           
  2. Special meetings may be conducted through the use of remote or telecommunications conference means through which all persons participating in the meetings can communicate with each other. Such participation will constitute attendance and presence in person at the meeting. 

SECTION 3.  Quorum.  A majority of the board of trustees shall constitute a quorum.  The act of the majority of the trustees present at a meeting at which a quorum is present shall be the act of the board of trustees.

                                                                                                                                                                                                      

 

ARTICLE VI

OFFICERS

 

SECTION 1.  Number.  The officers of the Cooperative shall be a president, vice-president, and secretary.  

SECTION 2.  Election and Term of Office.  The officers shall be elected annually by and from the board of trustees at any meeting of the board of trustees.  Each officer shall hold office until the first meeting of the board of trustees following the annual meeting of the members or until their successor shall have been elected.   A vacancy in any office shall be filled by the board of trustees for the unexpired portion of the term. 

SECTION 3.  Removal of Officers and Agents by the Trustees.  Any officer or agent elected or appointed by the board of trustees may be removed by a majority vote of the board of trustees whenever in its judgment the best interests of the Cooperative will be served by the removal.   

SECTION 4.  President.  The president shall:

  1. Be the principal executive officer of the Cooperative and, unless otherwise determined by the members or the board of trustees, or as the president may delegate, shall preside at all meetings of the members and the board of trustees; and
  2. Sign, any deeds, mortgages, deeds of trust, notes, bonds, contracts, or other instruments authorized by the board of trustees to be executed, except in cases in which the signing and execution thereof shall be expressly delegated by the board 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.                                                                                                                                                                                                                                                            

SECTION 5.  Vice President.  In the absence of the President, or in the event of his inability or refusal to act, the Vice-President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.  The Vice-President shall also perform such other duties as from time to time may be assigned to him by the board of trustees.

SECTION 6.  Secretary.  The secretary shall be responsible for:

  1. Ensuring  the safekeeping of the corporate books and records and the seal of the Cooperative and affixing the seal of the Cooperative to all documents, the execution of which on behalf of the Cooperative under its seal is duly authorized in accordance with the provisions of these bylaws;
  2. Ensuring that the Cooperative keeps on file at all times a complete copy of the articles of incorporation and bylaws of the cooperative containing all amendments thereto (which copy shall always be open to the inspection of any member) and at the expense of the Cooperative, furnishing a copy of the bylaws and of all amendments thereto to any member upon request.
  3. In general, performing all duties incident to the office of secretary and such other duties as from time to time may be assigned to them by the board.
  4.  Custody of all funds and securities of the Cooperative;
  5. The receipt of and the issuance of receipts for all monies due and payable to the Cooperative and for the deposit of all such monies in the name of the Cooperative in such bank or banks as shall be selected in accordance with the provisions of these bylaws; and
  6. The general performance of all the duties incident to the office of secretary and such other duties as from time to time may be assigned to them by the board.                                                                                                                                                                                                                                                                  

SECTION 7.  Manager.  The board of trustees may appoint or employ a manager who may, but who shall not be required to, be a member of the Cooperative.  The manager shall perform such duties and shall exercise such authority as the board of trustees from time to time may vest in them.  

SECTION 8.  Bonds of Officers.  The secretary and any other officer or agent of the Cooperative charged with responsibility for the custody of any of its funds or property shall be bonded in such sum and with such surety as the board shall determine. 

SECTION 9.  Compensation.  The powers, duties and compensation of any officers, agents and employees shall be fixed by the board of trustees, subject to the provisions of these bylaws with respect to compensation for trustees.  

SECTION 10.  Reports.   The  Cooperative, through one of its officers, shall submit at each annual meeting of the members reports covering the business of the Cooperative for the previous fiscal year.

 

 

ARTICLE VII

NON-PROFIT OPERATIONS

 

SECTION 1.  Patronage Capital In Connection with Furnishing Electric Energy and Other Services.  In the furnishing of electric energy, and other services the Cooperative's operations shall be so conducted that all members will, through their patronage, furnish capital for the Cooperative. In order to induce patronage and to assure that the Cooperative will operate on a non-profit basis the Cooperative is obligated to account on a patronage basis, to all its members for all amounts received and receivable from the furnishing of electric energy and other services in excess of operating costs and expenses properly chargeable against the furnishing of electric energy and providing of additional services. All such amounts in excess of operating costs and expenses at the moment of receipt by the Cooperative are received with the understanding that they are furnished by the members, as capital. The Cooperative is obligated to pay by credits to a capital account for each member all such amounts in excess of operating costs and expenses. The books and records of the Cooperative shall be set up and kept in such a manner that at the end of each fiscal year the amount of capital, if any, so furnished by each member is clearly reflected and credited in an 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 their 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 for capital.

All other amounts received by the Cooperative from its operations in excess of costs and

expenses shall, insofar as permitted by law, be:

  1. Used to offset any losses incurred during the current or any prior fiscal year, and
  2. To the extent not needed for that purpose, allocated to its members on a patronage basis and any amount so allocated shall be included as part of the capital credited to the accounts of members, as herein provided. 

           In the event of dissolution or liquidation of the Cooperative, after all outstanding   indebtedness of the Cooperative shall have been paid, outstanding capital credits shall be retired without priority on a pro rata basis before any payments are made on account of property rights of members. If, at any time prior to dissolution or liquidation, the board shall determine that the financial condition of the Cooperative will not be impaired thereby, the capital credited to members’ accounts may be retired in full or in part. The board shall determine the method, basis, priority and order of retirement, if any, for all amounts hereafter furnished as capital.

Capital credited to the account of each member shall be assignable only on the books of the Cooperative pursuant to written instruction from the assignor and only to successors in interest or successors in occupancy in all or a part of such member’ premises served by the Cooperative unless the board, acting under policies of general application, shall determine otherwise.

Notwithstanding any other provision of these bylaws, the board at its discretion, shall have the power at any time to determine the application and retirement of capital credits in the best interest of the Cooperative and the board at its discretion shall have the power at any time upon the death of any member, (who was a natural person) if the legal representatives of their estate shall request in writing that the capital credited to any such member 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, acting under policies of general application, and the legal representatives of such member’s estate shall agree upon; provided, however, that the financial condition of the Cooperative will not be impaired thereby.

 

           The Board of Trustees shall have the power, at any time, to adopt rules provided for the separate retirement of the portion ("Power supply portion") of capital credited to the account of the Cooperative by an organization furnishing electric service to the Cooperative. Such rules shall:

  1. Establish a method of determining the power supply portion of capital credited to each member for each applicable fiscal year;
  2. Provide for separate identification on the Cooperative’s books of the power supply portion of capital credited to the Cooperative’s members;
  3. Provide for appropriate notifications to members with respect to the power supply portion of capital credited to their accounts; and
  4. 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.

 

Unclaimed capital credits shall be held in the name of the member entitled thereto until properly claimed by the member.  There may be charged against said capital credits a reasonable service charge, as prescribed by the board, as a maintenance fee for said account.

 

SECTION 2.  Patronage Refunds in Connection with Furnishing Other Services.  In the event that the Cooperative should engage in the business of furnishing goods or services other than electric energy, all amounts received and receivable therefrom which are in excess of costs and expenses properly chargeable against the furnishing of such goods or services, shall, insofar as permitted by law, be prorated annually on a patronage basis and returned to those patrons, members and non-members alike, from whom such amounts were obtained.

 

 

 

ARTICLE VIII

DISPOSITION OF PROPERTY

 

The Cooperative may not sell, mortgage, lease or otherwise dispose of or encumber all or any substantial portion of its property unless such sale, mortgage, lease or other disposition or encumbrance is authorized at a duly held meeting of members thereof by an affirmative vote of not less than two-thirds (2/3) of all the members of the Cooperative, and unless the notice of such proposed sale, mortgage, lease or other disposition or encumbrance shall have been contained in the notice of the meeting; provided, however, that notwithstanding anything herein contained, or any other provision of law, the Board of Trustees 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 Trustees shall determine, to secure any indebtedness of the Cooperative to the United States of America, or any instrumentality or agency thereof, or to any other financing source within the United States; provided further, that the Board may upon the authorization of a majority of those members of the Cooperative voting at a meeting of the members thereof, sell, lease, or otherwise dispose of all or a substantial portion of its property to another cooperative or foreign corporation doing business in this state, pursuant to the act under which the Cooperative is incorporated.

 

ARTICLE IX

SEAL

 

The Corporate seal of the Cooperative shall have inscribed thereon the name of the Cooperative and the words “Corporate Seal, (Name of the State).”

 

ARTICLE X

FINANCIAL TRANSACTIONS

 

SECTION 1.  Contracts.  Except as otherwise provided in these bylaws, the board of trustees may authorize any officer or officers, agent or agents to enter into any contract or execute and deliver any instrument in the name and on behalf of the Cooperative, and such authority may be general or confirmed to specific instances. 

 

SECTION 2.  Checks, Drafts, Etc. Except as otherwise provided by law, or in these bylaws, all checks, drafts, or other orders for the payment of money, and all notes, bonds or other evidences of indebtedness issued in the name of the Cooperative shall be signed by such officer, officers, agent or agents of the Cooperative and in such manner as shall from time to time be determined by resolution of the board of trustees.

 

SECTION 3.  Deposits.  All funds except petty cash shall be deposited from time to time to the credit of the Cooperative in such bank or banks as the board of trustees may select.

 

SECTION 4.  Fiscal Year.  The fiscal year of the Cooperative shall begin on the 1st day of January of each year. 

 

ARTICLE XI

MISCELLANEOUS

 

SECTION 1.  Membership in Other Organizations. The Cooperative shall not become a member of any other organizations without an affirmative vote of the trustees.

 

SECTION 2.  Waiver of Notice. Any member or trustee may waive, in writing, any notice of a meeting required to be given by these bylaws.  The attendance of a member or trustee at any meeting shall constitute a waiver of notice of such meeting by such member or trustee, except in case a member or trustee shall attend a meeting for the express purpose of objecting to the transaction of any business because the meeting shall not have been lawfully called or convened.  

 

SECTION 3. Policies, Rules and Regulations. The board of trustees shall have power to make and adopt such policies, rules and regulations, not inconsistent with law, the articles of incorporation or these bylaws, as it may deem advisable for the management, ad­ministration and regulation of the business and affairs of the Cooperative.

 

SECTION 4.  Application of State Law.  The Cooperative shall be governed by the laws of the state in which it is providing services.

 

SECTION 5. Accounting System and Reports. The board of trustees shall cause to be established and maintained a complete accounting system which shall conform so long as the Cooperative is indebted to the Government or any agency of instrumentality thereof, to such accounting system as may from time to time be designated by the Administration of the Rural Utilities Service of the United States of America. Within a reasonable time after the close of each fiscal year the board of trustees shall cause to be made by a certified public accountant a full and complete audit of the accounts, books and financial condition of the Cooperative, as of the end of such fiscal year. A report of the audit shall be submitted to the members at the annual meeting next following the close of each fiscal year.

 

SECTION 6.  Area Coverage.  The board shall make diligent effort to see that electric service is extended to all unserved persons within the Cooperative service area who:

  1. Desire such service; and
  2. Meets all reasonable requirements established by the Cooperative as a condition of such service.

 

SECTION 7.  Bylaw Provisions Contractual.  The members of the cooperative, by dealing with the cooperative, acknowledge that the terms and provision 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.

 

ARTICLE XII

AMENDMENTS

 

              These bylaws may be altered, amended or repealed by the members of the Cooperative at any regular or special meeting, provided the notice of such meeting shall have contained a copy of the proposed alteration, amendment or repeal.