Section 1. General Powers. The business and affairs of the Cooperative shall be managed by a board of eight Trustees until such time a vacancy occurs that requires appointment of a Trustee by the Board of Trustees. Upon the vacancy that requires appointment the number shall be reduced to seven. The Trustees shall exercise all of the powers of the Cooperative except such as are by law, the Articles of Incorporation, or these bylaws conferred upon or reserved to the Members. When the Board of Trustees is reduced to seven, the Board Districts will be renumbered to fulfill the intent of this bylaw.
Section 2. Tenure of Office. Each Trustee shall be elected at a district Member meeting held in the district he/she will represent, by and from the Members of the district, to serve until the conclusion of the annual meeting in his or her third year in office or until his or her successor shall have been selected and shall have qualified. No Trustee shall serve any more than a total of four (4) terms.
In the year 2015, three Trustees representing Districts 2, 3, and 4 shall each be elected for a three-year term to fill vacancies caused by expiration of the incumbents’ terms of office.
In the year 2016, three Trustees representing Districts 5, 6, and 8 shall each be elected for a three-year term to fill vacancies caused by expiration of the incumbents’ terms of office.
In the year 2017, two Trustees representing Districts 1 and 7 shall each be elected for a three-year term to fill vacancies caused by expiration of the incumbents’ terms of office.
Immediately following the 2015 Annual Meeting the Trustees shall reallocate the districts pursuant to Section 4 of this Article.
Section 3. Qualifications. No person shall be eligible to become or remain a Trustee of the Cooperative who:
(a) is not a Member and bona fide resident of the district he or she represents in the area serviced or to be served by the Cooperative; or
(b) 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 a business primarily engaged in selling electrical or plumbing appliances, fixtures, or supplies to the Members of the Cooperative; or
(c) is the incumbent of or candidate for an elected public office in connection with which a salary or compensation in excess of one thousand dollars ($1,000) per annum is paid; or
(d) is an employee or former employee whose employment with the Cooperative was terminated less than three years prior to the date of the district meeting at which the Trustee election is held; or
(e) has been convicted of a felony; or
(f) is a close relative of any existing Trustee, other than an existing Trustee who will cease being a Trustee within one (1) year; or
(g) is an existing, or a close relative of an existing, non-trustee Cooperative Officer, employee, agent, or representative; or
(h) has not completed National Rural Electric Cooperative Association Credentialed Cooperative Director certification within three years of his or her first meeting as a Trustee; or
(i) has been absent from three consecutive regular board meetings without board consent.
Upon establishment of the fact that a Trustee is holding the office in violation of any of the foregoing provisions, the Board shall remove such Trustee from the office.
Nothing contained in this section shall affect in any manner whatsoever the validity of any action taken at any meeting of the Board.
Section 4. Districts. The territory served or to be served by the Cooperative shall be divided into eight districts, each of which shall contain approximately the same number of Members. Each district shall be represented by one Trustee. Not less than sixty days before any meeting of the Members at which Trustees are to be elected, the Board shall review the composition of the eight districts and, if it should find inequalities in representation which could be corrected by an appropriation of districts, the Board shall reconstitute the districts so that each shall contain approximately the same number of Members. If a vacancy occurs that reduces the number of Trustees to seven, the Board of Trustees shall reallocate the districts within sixty days of the meeting declaring the vacancy.
Section 5. District Meetings. Not less than 10 days nor more than 60 days before any annual meeting, the Board shall call a separate meeting of the Members of each district in which the terms of incumbent Trustees are due to expire, for the purpose of electing one Trustee to represent the Members located within each of such districts.
All district meetings of the Members shall be held at a location within the geographic boundaries of the particular district as may be from time to time established by the Cooperative.
Section 6. Notice of District Meetings. Written or printed notice stating the place, date and hour of the meeting shall be delivered not less than seven days before the date of each meeting, either personally or by mail, by or at the direction of the secretary to each Member of the district. The notice shall indicate the district to which such Member belongs, and shall state that the election of a Trustee is to be the purpose of the meeting. It shall also contain the names of all candidates to be voted on at said election. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the Member at said Member’s address as it appears on the records of the Cooperative, with postage thereon prepaid. The failure of any Member to receive notice of the meeting shall not invalidate any action which may be taken by the Members at any such meeting.
Section 7. Candidacy. Not less than 15 days nor more than 20 days before each district meeting, any Member of the district who wishes to become a candidate for the office of Trustee of his/her district, shall file a written notice of his/her candidacy and intention to stand for election. The candidate shall personally appear and file the written notice, on a form provided by the Cooperative, at the principal office of the Cooperative during normal business hours. Only those persons who have filed for election in compliance with this section of the bylaws shall be eligible for election. If no Member files such notice of candidacy, the Board of Trustees shall declare the office vacant. The vacancy shall be filled as provided for in Article IV, Section 10 of these bylaws. Provisions of this section of the bylaws shall be delivered, not less than 30 days before the date of each district meeting, to each Member of the district.
Section 8. Election. All Trustees shall be elected in the following manner:
(a) Five per centum (5%) of the Members of the district shall constitute a quorum at the district membership meeting. If less than a quorum is present at any district meeting, a majority of those present in person may adjourn the meeting from time to time without further notice. In the event that a quorum is not present and the election, because of such, cannot be held, then and in that event the Trustee holding office from that district shall automatically remain in office for an additional three-year term provided he/she otherwise qualifies. In the event a vacancy exists at the time of the District Meeting and a quorum is not present at the District Meeting, the Board of Trustees shall appoint the Trustee for the three-year term. For the purpose of determining a quorum, the registration book shall be closed at the beginning of the meeting, and only those persons then registered or who may be present and available for registration may vote on the matters coming before the Members at such meeting, including the election of the Trustee of said district.
(b) Each district Member in attendance at the district membership meeting shall be entitled to one vote, however, no individual may vote more than one (1) membership. Voting shall be by ballot or roll call. A candidate shall receive a majority vote of those voting to be declared elected. No Member at any district membership meeting shall be permitted to vote by proxy or by mail. The president, vice president, or secretary of the Cooperative may act as chairman and preside over any district membership meeting or a chairman may be selected from the Members present.
(c) A secretary for said meeting may be furnished by the Cooperative or selected by the Members present which secretary shall record the proceedings of said meeting. The minutes of such district meeting shall set forth, among other matters, the name of the person elected Trustee and the number of votes received by such person. A certified copy of the minutes, signed by the secretary and chairman of the district meeting shall be delivered to the secretary of the Cooperative within five days after such district meeting.
(d) The certification of the chairman and secretary of the election of the Trustee by any district membership meeting shall be taken by the Cooperative as conclusive of the election of such Trustee at such district membership meeting.
(e) Following the election of a Trustee, it shall be the responsibility of the existing Board of Trustees to establish the fact of qualification of said Trustee. That fact having been established, then the Trustee shall be officially seated on the Board and shall begin his/her term of office at the first meeting of the Board of Trustees following the annual meeting of the Members in the year elected.
(f) Should a Trustee move his/her place of residence from his/her voting district, a vacancy in his/her office shall be declared by the Board and a Trustee from said district to fill the unexpired term shall be named as is provided in and by these bylaws.
(g) Any error or omission in the giving of any notice or the holding of any meeting as herein provided shall not affect in any manner whatsoever the validity of the election of any Trustee.
Section 9. Removal of Trustee by Members. Any Member of a voting district may bring charges against the Trustee of said district by filing with the secretary such charges in writing together with a petition signed by at least ten per centum (10%) of the Members of said district requesting the removal of such Trustee by reason thereof. Such Trustee shall be informed in writing of the charges at least ten days prior to the district Members’ meeting at which the charges are to be considered and shall have an opportunity at the meeting to be heard in person or by counsel and to present evidence in respect to the charges; and the person or persons bringing the charges against him/her shall have the same opportunity. The question of the removal of such Trustee shall be considered and voted upon at the district Members meeting at which a quorum is present, and any vacancy created by such removal may be filled by a vote of the Members at such meeting, provided that the new Trustee must reside in the same district as the Trustee in respect of whom the vacancy occurs.
Section 10. Vacancies. Subject to the provisions of these bylaws with respect to the filling of vacancies, occurring with less than one (1) year remaining on the term, a vacancy occurring in the Board shall be filled by the affirmative vote of a majority of the Trustees for the unexpired portion of the term of the Trustee in respect to whom the vacancy occurs. The Member elected as Trustee to fill the vacancy must reside in the same district as the Trustee to whose office he/she succeeds.
If one (1) year or more remains on the unfulfilled term, the Board of Trustees shall call a special election of the district and voting will be conducted pursuant to Article IV, Section 8. In the event a quorum is not present, the Board of Trustees will appoint a representative to fulfill the term.
Section 11. Compensation. Trustees as such shall not receive any salary for their services, but by resolution of the Board of Trustees a fixed sum and expenses of attendance, if any, may be allowed for attendance at each meeting of the Board of Trustees, national, regional, and state Cooperative organization meetings and other meetings involving the interests of the Cooperative, when such Trustee is attending on behalf of and in the interest of the Cooperative. Except in emergencies, no Trustee shall receive compensation for serving the Cooperative in any other capacity, nor shall any close relative of the Trustee receive compensation for serving the Cooperative, unless such compensation shall be specifically authorized by a vote of the Trustees.