Articles of Incorporation
Red Lake Electric Cooperative, Inc.
Section 1. The name of this Association shall be the Red Lake Electric Cooperative, Inc.
Section 2. The conduct of the business of this Association shall be upon the Cooperative plan and the purposes for which it is formed are to sell, provide, deliver, furnish or distribute electric energy and other services to its members and patrons and to engage in any other lawful business. This Association shall be authorized to exercise and enjoy all of the powers, rights and privileges granted to or conferred upon associations of the character of this Association by the laws of the State of Minnesota now or hereafter in force.
Section 3. The registered office and principal place of business of the Association is at 412 International Drive SW, Red Lake Falls, MN 56750.
The period of duration of this Association shall be perpetual.
Section 1. The amount of the authorized capital stock of the Association shall be Two Hundred Fifty Thousand Dollars ($250,000.00). The value of stock shall be $5.00 if purchased before April 1, 1981, and $50.00 if purchased after April 1, 1981. The shares of the authorized capital stock may be issued from time to time, and shall be paid for at such time or times and in such manner as the board of directors of the Association shall determine, provided, however, that no share shall be issued for less than the value set in the Association bylaws, nor unless the same has been paid for in full in cash or its equivalent and such payment has been deposited with the Association.
Section 2. Individual stockholders shall have only one vote in the affairs of this Association and the share of stock of this Association shall not be transferable except with the approval and consent of the board of directors of this Association.
Section 3. No interest or dividends shall be paid upon any of the capital stock issued by this Association.
Section 4. The net income of the Cooperative, except for amounts set aside as capital reserves or additional reserves, shall be distributed on the basis of patronage as provided in the bylaws. The records of this Cooperative may show the interest of patrons and members in the reserves.
To the fullest extent permitted by laws governing cooperative associations, as the same exists or may hereafter be amended, a director of the Association shall not be personally liable to the Association or its members for monetary damages for breach of fiduciary duty as a director.
The Association reserves the right to amend, change, or repeal any provision contained in these articles of incorporation in the manner now or hereafter prescribed by law.
Red Lake Electric Cooperative, Inc.
ARTICLE I, MEMBERS
Section 1. REQUIREMENTS FOR MEMBERSHIP. Any person or entity shall become a member of Red Lake Electric Cooperative (hereinafter called the “Cooperative”), by purchasing electric distribution service furnished by the Cooperative. Any person or entity may, at the discretion of the Board of Directors, become a member of the Cooperative by agreeing to purchase other products or services from the Cooperative. Members shall comply with the Articles of Incorporation, these Bylaws, and such rules and regulations as may be adopted by the Board of Directors.
A husband and wife may jointly become a member and their application for a joint membership may be accepted in accordance with the foregoing provisions of this section provided the husband and wife comply jointly with the provisions of the above subdivisions.
Section 2. MEMBERSHIP STOCK. The value of a share of no par value stock (hereinafter called the “membership stock”) shall be $5.00 if purchased before April 1, 1981, and $50.00 if purchased after April 1, 1981.
Section 3. PURCHASE OF ELECTRIC ENERGY SERVICES. Each member shall purchase from the Cooperative electric energy and, or, energy related services, used on the premises specified in his application for membership, and shall pay therefore monthly at rates which shall from time to time be fixed by the board of directors, provided, however, that the board of directors may limit the amount of electric energy or distribution capacity which the Cooperative shall be required to furnish to any one member. 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 or distribution services 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.
Section 4. WITHDRAWAL OF MEMBERSHIP. Any member may withdraw from membership upon payment in full of all liabilities of such member to the Cooperative and upon compliance with such terms and conditions as the board of directors may prescribe.
Section 5. TRANSFER OF MEMBERSHIP STOCK AND TERMINATION OF MEMBERSHIP.
(a) Membership in the Cooperative and the stock certificate representing the same shall be transferable only with the approval and consent of the board of directors except as hereinafter otherwise provided. The Cooperative shall have the first right and privilege of purchasing the stock offered for sale by any member. Any stock so acquired by the board of directors for the Cooperative may be held as a treasury certificate or may be retired and canceled as may be determined by the board of directors. Upon the death, cessation of existence, expulsion or withdrawal of a member, the membership of such member shall thereupon terminate, and the stock certificate of such member shall be surrendered forthwith to the Cooperative. Termination of membership in any manner shall not release the member from the debts or liabilities of such member to the Cooperative, (b) A membership may be transferred by a member to himself or herself and his or her spouse, as the case may be, jointly upon the written request of such manner and compliance by such husband and wife jointly with the provisions of subdivisions (b) and (c) of Section 1 of this Article. Such transfer shall be made and recorded on the books of the Cooperative and such joint membership notes on the original stock certificate representing the membership to transferred, (c) When a membership stock is held jointly by a husband and wife, upon the death of either such membership stock shall be deemed to be held solely by the survivor with the same effect as though such membership stock has been originally issued solely to him, or her as the case may be, and the joint membership stock may be surrendered by the survivor and upon the recording of such death on the books of the Cooperative the stock certificate may be reissued to and in the name of such survivor, provided, however, that the estate of the deceased shall not be released from any membership debts or liabilities to the Cooperative.
Section 6. REMOVAL OF DIRECTORS AND OFFICERS. The members shall have the power to remove any director or officer for cause, but a director may be removed for cause only by vote of the members of the district from which he was elected. Any member may bring charges against an officer or director by filing them in writing with the secretary, together with a petition signed by ten per centum (10%) of the members, requesting the removal of the officer or director in question. The removal shall be voted upon at the next regular or special meeting of the members and vacancy created by such removal may be filled by the members at such meetings provided, however, that the director so chosen must reside in the same district as the director in respect of whom the vacancy occurs, and only the members of the district in which such vacancy in the office of director occurs shall be entitled to vote. The director or officer against whom such charges have been brought shall be informed in writing no less than fifteen (15) days prior to the meeting of the charges previous to the meeting and shall have an opportunity at the meeting to be heard in person or by counsel and to present evidence; and the person or persons bringing the charges against him shall have the same opportunity.
Section 7. MEMBER SPOUSE’S RIGHTS. Whenever a vote of the members is required or provided for on any matter, the spouse of a member may vote on behalf of the member unless the member has indicated otherwise in writing to the Cooperative. Eligible voting spouses of members may be counted toward establishment of quorums at all meetings of the members. Non-member spouses of members are not eligible to hold the office of director.
ARTICLE II, MEETING OF MEMBERS
Section 1. ANNUAL MEETING. The Cooperative may annually hold a meeting of the members (“Annual Member Meeting”) at any place conveniently located within the area served by it as may be designated in the notice of the meeting, for the purpose of electing directors, passing upon reports covering the previous fiscal year and transacting other business as may come before the meeting. To the extent authorized by the Board, however, and subject to guidelines and procedures adopted by the Board, an Annual Member Meeting may be held without a geographic location if the meeting is held through the internet or other electronic communications technology in a manner: (1) permitting the Cooperative to verify that each person participating in the meeting is a member of the Cooperative; and (2) permitting members the opportunity to read or hear the proceedings substantially concurrently with their occurrence, vote on matters submitted to the members, ask questions, and make comments. The Cooperative’s failure to hold an Annual Member Meeting does not affect an action taken by the Cooperative nor work a forfeiture or dissolution of the Cooperative.
Section 2. NOTICE OF ANNUAL MEETING. Notice of the annual meeting shall be given by the secretary by publication in legal newspaper or newspapers published or circulated in the counties where the Cooperative operates at least two (2) weeks to the date of such meeting, or by mailing notice thereof to each and every member personally not less than fifteen (15) days previous to the date of such meeting.
Section 3. SPECIAL MEETING. Special meetings of the members may be called by a majority of the directors, or upon a written petition signed by at least twenty per centum (20%) of all the members. Special meetings of the members may be held at any place within the counties of the state of Minnesota served by the Cooperative; such place of meeting to be specified in the notice of the special meeting.
Section 4. NOTICE OF SPECIAL MEETING. It shall be the duty of the President to cause the Secretary to give notice of the time, place and purpose of special meeting, either by publication in a legal newspaper or newspapers published or circulated in the counties where the Cooperative operates at least two (2) weeks previous to the date of such meeting or by mailing notice thereof to each and every member not less than fifteen (15) days previous to the date of such meeting. Such notice shall be issued within ten (10) days from and after the date of the presentation of the written petition mentioned in Section 3 of this Article II, and such special meeting shall be held within thirty (30) days from and after the date of the presentation of such petition. 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 annual or special meeting.
Section 5. QUORUM. A quorum necessary to the transaction of business at any meeting of the members shall be at least fifty (50) members. In determining a quorum on a question submitted to a vote by mail, members present in person or represented by Mail Ballots shall be counted. If an insufficient number of members is present to constitute a quorum, a majority of the members present may recess the meeting from time to time without further notice.
Section 6. ESTABLISHMENT OF A QUORUM. The attendance of a sufficient number of members to constitute a quorum at any meeting of the members shall be established by a registration of the members present or represented by mail vote at such meeting, which registration and mail vote shall be verified by the president and secretary and shall be reported in the minutes of such meeting.
Section 7. VOTING. Each member shall be entitled to one (1) vote and no more upon each matter submitted to a vote at a meeting of the members. At all meetings of the members at which a quorum is present all questions shall be decided by a vote of the majority of the members voting thereon at such meeting in person or by mail, except as otherwise provided by law, the articles of incorporation of the Cooperative or these bylaws. No member shall be entitled to vote by proxy; except that the spouse of the member may vote on behalf of the member unless the member has indicated otherwise in writing to the Cooperative.
Section 8. VOTING BY MAIL ON MOTIONS, RESOLUTIONS, AND AMENDMENTS. Any member who is absent from any annual or special meeting of the members may vote by mail on the ballot herein prescribed upon any motion, resolution or amendment to be acted upon at such meeting. The ballot shall be in the form prescribed by the board of directors of the Cooperative and shall contain the exact text of the proposed motion, resolution or amendment to be acted upon at such meeting and the date of the meeting; and shall also contain spaces opposite the text of such motion, resolution or amendment in which such member may indicate his affirmative or negative vote therein. Such member shall express their choice making an “X” in the appropriate space upon such ballot. Such ballot shall be mailed or delivered to the Cooperative in a plain, sealed envelope inside another envelope which bears the member’s name. A properly executed ballot shall be accepted and counted at the meeting as the vote of the absent member at the meeting. The failure of any such absent member to receive a copy of any such motion or resolution or ballot shall not invalidate any action which may be taken by the members at any such meeting.
Section 9. VOTING DISTRICTS. The territory served or to be served by the Cooperative shall be divided into nine (9) districts, each of which shall contain as nearly as possible the same number of members. Each district shall be represented by one (1) director. The nine (9) districts shall be as follows:
District No. 1 shall consist of the townships of Belgium, Parnell, Crookston, Gentilly, Fairfax, Kertsonville, Tilden, Grove Park, Russia and Onstad in Polk County; and Lake Pleasant Township in Red Lake County.
District No. 2 shall consist of the townships of Huntly, Como, Spruce Valley, Cedar, Whiteford, Holt, East Valley, Mud Lake, Eckvold, Excell, Adger, Grand Plain, Moylan and Espelie in Marshall County.
District No. 3 shall consist of the townships of West Valley, New Maine, Foldahl, Marsh Grove, New Folden, Viking and New Solum in Marshall County.
District No. 4 shall consist of the townships of Games, Equality, Lambert and Poplar River in Red Lake County, Badger, Lessor, Hill River, Chester and Johnson in Polk County; and Hickory in Pennington County.
District No. 5 shall consist of the townships of North, Silverton, Cloverleaf and Smiley in Pennington County.
District No. 6 shall consist of the townships of Wylie, Brown’s Creek, River, Louisville, Red Lake Falls, Gervais, Emardville and Terrebonne in Red Lake County.
District No. 7 shall consist of the townships of Wyandotte, Mayfield, Kratka, Deer Park, Highlanding, Star, Goodridge and Reiner in Pennington County; and the area served by the Red Lake Electric Cooperative on the lands of the Red Lake Band of Chippewa.
District No. 8 shall consist of Rocksbury Township in Pennington County.
District No. 9 shall consist of all the townships of Numedal, Norden, Bray, Sanders, Polk Centre, Black River and River Falls in Pennington County.
**(Members located in municipalities are members of the district designated by the surrounding township.)
Section 10. NOMINATION AND ELECTION OF DIRECTORS.
(a) Nomination of Directors by Petition or Nominating Committee. Members seeking to run for the Board of Directors shall, not less than thirty (30) days prior to the annual meeting, submit to the cooperative office a completed candidate packet and petition, as provided by the Cooperative upon request, by which the Cooperative will verify said member’s qualifications to be an eligible candidate for the director position. Nomination for director must be made by petition. Any Ten (10) or more members who reside in any one district may make a nomination in writing to the Secretary over their signatures. This petition nomination must be in the format prescribed by the Secretary. Blank nomination petitions shall be available to all members at the Cooperative office. All petition nominees shall be listed in the notice of annual meeting and their names shall be printed on the election ballot.
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 parent, spouse or co-habitant 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 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 twenty (20) 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 subsection. No write-in ballots shall be accepted.
(b) Election of Directors. At the annual meeting, the Secretary of the Cooperative shall place in nomination the names of the official candidates of each district. Election of directors shall be by printed ballot, separate ballots to be provided for each district, listing the candidates in alphabetical order. Only members of a district shall be entitled to vote for director to be elected from that district, and each member or member’s spouse shall be entitled to vote for one candidate from the district in which he is a member. The candidate from each district receiving the highest number of votes at this meeting shall be declared elected as director. In the case of a tie vote, the winner shall be determined by the flip of a coin. Notwithstanding anything contained in this section, failure to comply with any of the provisions of this section shall not affect in any manner whatsoever the validity of any election of directors.
(c) Voting by Mail for Directors. The members shall be entitled to vote by mail for directors at annual and special meetings as provided in this section. Each member shall be mailed a director election ballot in the form prescribed by the Board of Directors with the notice of the annual or special meeting. A member who will be absent from the meeting may vote by mail for directors by marking the ballot for the candidate of the member’s choice. The member shall return the ballot personally or by mail to the Cooperative in a sealed plain envelope inside another envelope bearing the member’s name. If the ballot of the member is received by the Cooperative on or before the date of the annual or special meeting, the ballot shall be accepted and counted as the vote of the absent member.
Section 11. 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 essentially as follows: 1. Call of the roll. 2. Approval of the minutes of previous meetings of the members. 3. Presentation and consideration of, and acting upon, reports of officers, directors and committees. 4. Election of directors. 5. Unfinished business. 6. New business. 7. Adjournment.
ARTICLE III, DIRECTORS
Section 1, GENERAL POWERS. The business and affairs of the Cooperative shall be managed by a board of nine (9) directors.
Section 2. QUALIFICATIONS AND TENURE. The number of directors to be elected at each annual meeting shall be three (3) and the term of each director shall be three (3) years. No member shall be eligible to become or remain a director who:
(a) is not a member of the Cooperative, receiving electric service at the member’s primary residence in the district from which the director is elected;
(b) within three years preceding a director candidate’s nomination was an employee of the Cooperative;
(c) is or becomes, or at any time during the three (3) years preceding a director candidate’s nomination shall have been employed by a labor unionwhich represents, or has represented, or has endeavored to represent any employees of the Cooperative;
(d) is a parent, spouse, or co-habitant of an employee of the Cooperative;
(e) is a person that is a parent, spouse, or cohabitant of an incumbent director that is not up for reelection at that time;
(f) is in any way employed by or substantially financially interested in an enterprise competing with the Cooperative or any Cooperative-affiliated business, or;
(g) is or becomes the full-time employee or agent of, or who is or becomes the full-time employer or principal of, another director.
Section 3. VACANCIES. If a director does not complete their term which concludes more than six (6) months after the vacancy is created, an election will be held at a special district meeting within sixty (60) days at a place within the district. The sole purpose of this special district meeting shall be the election of a director to fill balance of the term of the vacating director. If the vacancy occurs less than six (6) months before the conclusion of the term, no special district meeting or election will take place and the vacancy will be filled at the next annual meeting.
Section 4. COMPENSATION. Directors as such shall not receive any salary for their services, but by resolution of the board of directors, may receive reasonable compensation for service to the Cooperative.
Section 5. 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 of the Cooperative or these bylaws, as it may deem advisable for the management, administration and regulation of the business and affairs of the Cooperative.
Section 6. ACCOUNTING SYSTEM AND REPORTS. The board of directors shall cause to be established and maintained a complete accounting system which, among other things, subject to applicable laws and rules and regulations of any regulatory body, shall conform to such accounting system as may from time to time be designated by the Administrator of the Rural Utilities Service (RUS) of the United States of America. The board of 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. The board shall retain an RUS-approved auditing firm to perform the annual audit. Such audit reports shall be submitted to the members at the following annual meeting.
Section 7. CHANGE IN RATES. Written notice shall be given to the members of the Cooperative not less than ninety (90) days prior to the date upon which any proposed change in the rates charged by the Cooperative for electric energy or distribution service becomes effective.
Section 8. INDEMNIFICATION OF OFFICERS AND DIRECTORS. The Cooperative shall indemnify an officer or director, and shall indemnify an employee or agent against expenses, including attorney’s fees, judgment, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with an action, suit or proceedings, or a threatened action suit or proceeding where such person is party or is threatened to be made a party by reason of the fact that he or she was a director, officer, employee or agent of the Cooperative, all as provided by law.
ARTICLE IV, MEETING OF DIRECTORS
Section 1. REGULAR MEETINGS. A regular meeting of the board of directors shall be held without notice other than this bylaw, immediately after, and at the same place as the annual meeting of members. A regular meeting of the board of directors shall be held monthly at such time and place as the board of directors may provide by resolution. Any or all directors may participate fully in any regular meeting of the Board of Directors by any means of communication through which the directors may simultaneously hear and speak to each other during such meeting.
Section 2. SPECIAL MEETINGS. Special meetings of the board of directors may be called by the President or any three (3) directors. The person or persons authorized to call special meetings of the board of directors may fix the time and place of any special meeting of the board of directors called by them. Any or all directors may participate fully in any special meeting of the Board of Directors by any means of communication through which the directors may simultaneously hear and speak to each other during such meeting.
Section 3. NOTICE. Notice of time, place and purpose of any special meeting of the board of directors shall be given at least five (5) days previous thereto, by written notice, delivered personally or mailed, to each director at his last known address. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except in case a director shall attend a meeting for the express purpose of objecting to the transaction of any business because the meeting shall not have lawfully called or convened.
Section 4. QUORUM. A majority of the board of directors shall constitute a quorum for the transaction of business at any meeting of the board of directors, provided, that if less than a majority of the directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.
Section 5. MANNER OF ACTING. 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 V, 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 secretary and of treasurer may be held by the same person.
Section 2. ELECTION AND TERM OF OFFICE. The officers shall be elected annually by and from the board of directors at the first meeting of the board of directors held after each annual meeting of the members. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until the first meeting of the members or until his successor shall have been duly elected and shall have qualified, subject to the provisions of these bylaws with respect to the removal of officers.
Section 3. REMOVAL. Any officer or agent elected or appointed by the board of directors may be removed by the board of directors whenever in its judgment the best interests of the Cooperative will be served thereby.
Section 4. VACANCIES. A vacancy in any office may be filled by the board of directors for the unexpired portion of the term.
Section 5. PRESIDENT. The President shall: (a) be the principal executive officer of the Cooperative and shall preside at all meetings of the members and of the board of directors; (b) sign, with the secretary, certificates of membership, the issue of which shall have been authorized by resolution of the board of directors, and may sign any deeds, mortgages, deeds of trust, notes, bonds, contracts or other instruments authorized by the board of directors to be executed, except in cases in which the signing and execution thereof shall be expressly delegated by the board of directors or by these 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 shall perform all duties incident to the office of President and such other duties as may be prescribed by the board of directors from time to time.
Section 6. 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 restricting upon the President and shall perform such other duties as from time to time may be assigned to by the board of directors.
Section 7. SECRETARY. The Secretary shall be responsible for: (a) keeping the minutes of the meetings of the members and the board of directors in one or more books provided for that purpose; (b) seeing that all notices are duly given in accordance with these bylaws or as required by law; (c) being custodian of the corporate records and of the seal of the Cooperative and seeing that the seal of the Cooperative is affixed 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) keeping a register of the post office address of each member which shall be furnished to the Secretary by such member; (e) signing with the President certificates of membership, the issue of which shall have been authorized by resolution of the board of directors; (f) having general charge of the books of the Cooperative in which a record of the members is kept; (g) keeping on file at all times a complete copy of the bylaws of the Cooperative containing of 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) generally performing 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. Upon request of the Secretary, the Board of Directors shall authorize the Secretary to delegate any or all of these duties to responsible employees of the Cooperative.
Section 8. TREASURER. The Treasurer shall be responsible for (a) having charge and custody of all funds and security of the Cooperative; (b) receiving and giving receipts for monies due and payable to the Cooperative from any source whatsoever, and depositing all such monies in the name of the Cooperative in such bank or banks as shall be selected in accordance with the provisions of these bylaws; and (c) generally performing all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the board of directors. Upon request of the Treasurer, the Board of Directors shall authorize the Treasurer to delegate any or all of these duties to responsible employees of the Cooperative.
Section 9. GENERAL MANAGER. The board of directors may appoint 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 as the board of directors may from time to time require of him and shall have such authority as the board of directors may from time to time vest in him.
Section 10. BONDS OF OFFICERS. The board of directors shall require the treasurer or any other officer of the Cooperative charged with responsibility for the custody of any of its funds or property, be bonded in such sum and with such surety as the board of directors shall determine. The board of directors in its discretion may also require any other officer, agent or employee of the Cooperative to be bonded in such amount and with such surety as it shall determine.
Section 11. REPORTS. The president and treasurer of the Cooperative, or their designees, shall submit at each annual meeting of the members reports covering the business of the Cooperative for the previous fiscal year and showing the condition of the Cooperative at the close of such fiscal year.
ARTICLE VI, MEMBERSHIP CERTIFICATES
Section 1. CERTIFICATES OF MEMBERSHIP. Memberships in the Cooperative shall be evidenced by a Certificate of Membership, which shall be in such form and shall contain such provisions as shall be determined by the board of directors not contrary to, or inconsistent with, the articles of incorporation of the Cooperative or these bylaws. Such certificate shall be signed by the President and by the Secretary of the Cooperative and the Corporate Seal shall be affixed thereto.
Section 2. ISSUE OF MEMBERSHIP CERTIFICATES. No membership certificates shall be issued for less than the membership fee fixed in these bylaws, nor until such membership fee has been fully paid for in cash, and such payment has been deposited with the Treasurer.
Section 3. LOST CERTIFICATE. In case of a lost, destroyed or mutilated certificate a new certificate may be issued therefore upon such terms and such indemnity to the Cooperative as the board of directors may prescribe.
ARTICLE VII, NONPROFIT OPERATION
Section 1. MEMBERS AND PATRONS. The Cooperative shall at all times be operated on a cooperative nonprofit basis for the mutual benefit of its members. No interest or dividends shall be paid or payable by the Cooperative on any capital furnished by its patrons or members. For purposes of this Article, a member means a person or entity that takes delivery of electric energy from facilities owned by the Cooperative and receives an allocation of patronage capital. A patron means a person or entity that purchases a product or service from the Cooperative, including electricity from facilities not owned by the Cooperative, but does not receive an allocation of patronage capital.
Section 2. PATRONAGE CAPITAL IN CONNECTION WITH FURNISHING ELECTRIC ENERGY. In the delivery of electric energy from facilities owned by the Cooperative, 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 nonprofit 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 in excess of operating costs and expenses properly chargeable against the furnishing of electric energy. 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 his account. All such accounts 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.
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 member’s accounts may be retired in full or in part. The board of directors shall determine the method, basis, priority and order of retirement, if any, for all amounts heretofore and hereafter furnished as capital. 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 interest or successors in occupancy in all or part of such members premises served by the Cooperative unless the board of directors, acting under the policies of general application, shall determine otherwise.
The board of directors, at its discretion, shall have the power at any time upon the death of a member who is a natural person, if the legal representatives of his 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 of directors, 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 members of the Cooperative, by dealing with the Cooperative, acknowledge that the terms and provisions of the articles of incorporation and bylaws shall constitute and be a contract between the Cooperative and each member and 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 in a conspicuous place in the Cooperative’s office.
Section 3. PATRONAGE CAPITALAND POWER SUPPLY-COOPERATIVE. Provided further, however, that the board of directors shall have the power to adopt rules providing for the separate retirement of that portion (power supply portion) of capital credited to the accounts of members which corresponds to capital credited to the account of the Cooperative by an organization furnishing electric service 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) provided for separate identification on the Cooperative books of the power supply portion of capital credited to the Cooperative members, (c) preclude a general retirement of the power supply portion of capital credited to members for prior fiscal year.
Section 4. MEMBER INDEBTEDNESS. Upon payment of capital credits the Cooperative shall have the right to apply membership stock, deposits and/or patronage and capital credits toward the payment of any indebtedness owed or owing to the Cooperative by a former member.
ARTICLE VIII, WAIVER OF NOTICE
Any member, director or officer may waive, in writing, any notice of meetings required to be given by law, the articles of incorporation or these bylaws.
ARTICLE IX, DISPOSITION OF PROPERTY
The Board of Directors may sell property of the Cooperative upon such terms and conditions as it deems appropriate and in the best interests of the Cooperative. No sale of more than twenty-five (25) percent of the property of the Cooperative shall be effective, however, unless authorized at a regular or special meeting of the members by the affirmative vote of two-thirds (2/3) of the members voting.
ARTICLE X, MEMBERSHIP IN OTHER ORGANIZATIONS
The directors shall have full power and authority on behalf of the Cooperative to purchase stock in or to become a member of, any corporation or cooperative organized on a nonprofit basis for the purpose of engaging in rural electrification or providing other desirable services to the membership.
ARTICLE, XI AMENDMENTS
These bylaws may be altered, amended or repealed by the members at any regular or special meeting, provided the notice of such meeting shall have contained a copy of the proposed alteration, amendment or repeal.
ARTICLE, XII AREA COVERAGE
The Board shall make a diligent effort to see that electric service is extended to all unserved persons within the Cooperative service area who (a) desire such service, (b) meet all reasonable requirements established by the Cooperative as a condition of such service.
UNITED STATES DEPARTMENT OF AGRICULTURE
Rural Utilities Service APPENDIX A
Statement of Nondiscrimination
This institution is an equal opportunity provider and employer.
The person responsible for coordinating this organization’s nondiscrimination compliance efforts is Stephanie Johnson, General Manager.
In accordance with Federal civil rights law and U.S. Department of Agriculture (USDA) civil rights regulations and policies, the USDA, its Agencies, offices, and employees, and institutions participating in or administering USDA programs are prohibited from discriminating based on race, color, national origin, religion, sex, gender identity (including gender expression), sexual orientation, disability, age, marital status, family/parental status, income derived from a public assistance program, political beliefs, or reprisal or retaliation for prior civil rights activity, in any program or activity conducted or funded by USDA (not all bases apply to all programs). Remedies and complaint filing deadlines vary by program or incident.
Persons with disabilities who require alternative means of communication for program information (e.g., Braille, large print, audiotape, American Sign Language, etc.) should contact the responsible Agency or USDA’s TARGET Center at (202) 720-2600 (voice and TTY) or contact USDA through the Federal Relay Service at (800) 877-8339. Additionally, program information may be made available in languages other than English.
To file a program discrimination complaint, complete the USDA Program Discrimination Complaint Form, AD-3027, found online at How to File a Program Discrimination Complaint and at any USDA office or write a letter addressed to USDA and provide in the letter all of the information requested in the form. To request a copy of the complaint form, call (866) 632-9992. Submit your completed form or letter to USDA by: (1) mail: U.S. Department of Agriculture, Office of the Assistant Secretary for Civil Rights, 1400 Independence Avenue, SW, Washington, D.C. 20250-9410; (2) fax: (202) 690-7442; or (3) email: firstname.lastname@example.org.