Bylaws — Text Version

June 18, 2017 / 50 min­utes of read­ing time

The rules by which Coastal Elec­tric Coop­er­a­tive is gov­erned are spelled out in its Bylaws. The bylaws, and any amend­ments, are approved by the mem­ber­ship.

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COASTAL ELECTRIC MEMBERSHIP CORPORATION

 

BYLAWS ADOPTED MARCH 15, 1971

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As Amend­ed By The Mem­ber­ship June 8, 2017

TABLE OF CONTENTS

 

 

ARTICLE I. MEMBERSHIP

 

Sec­tion 1.

Require­ments for Mem­ber­ship

1

Sec­tion 2.

Appli­ca­tion for Mem­ber­ship

1

Sec­tion 3.

Joint Mem­ber­ship

2

Sec­tion 4.

Death of One of the Par­ties to a Joint Mem­ber­ship

2

Sec­tion 5.

Mem­ber­ship Fee; Ser­vice Secu­ri­ty Deposit;

Ser­vice Con­nec­tion Fee, Line Exten­sion Fee; Con­tri­bu­tion in Aid of Con­struc­tion

3

Sec­tion 6.

Pur­chase of Elec­tric Ener­gy

3

Sec­tion 7.

Ter­mi­na­tion and Sus­pen­sion of Mem­ber­ship

3

Sec­tion 8.

Con­di­tion of Mem­ber­ship

4

 

 

ARTICLE II. RIGHTS AND LIABILITIES OF MEMBERS

 

Sec­tion 1.

Prop­er­ty Inter­est of Mem­bers

5

Sec­tion 2.

Non-Lia­bil­i­ty for Debts of the Coop­er­a­tive

5

 

 

ARTICLE III. MEETING OF MEMBERS

 

Sec­tion 1.

Annu­al Meet­ing

6

Sec­tion 2.

Spe­cial Meet­ing

6

Sec­tion 3.

Notice of Mem­bers Meet­ings

6

Sec­tion 4.

Quo­rum

7

Sec­tion 5.

Prox­ies

 

Sec­tion 6.

Vot­ing

7

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Sec­tion 7.

Order of Busi­ness

8

Sec­tion 8.

Rules of Order

8

Sec­tion 9

Cre­den­tials and Elec­tion Com­mit­tee

9

 

 

ARTICLE IV. BOARD MEMBERS

 

Sec­tion 1.

Gen­er­al Pow­ers

10

Sec­tion 2.

Elec­tion and Tenure

10

Sec­tion 3.

Qual­i­fi­ca­tions

10

Sec­tion 4.

Nom­i­na­tions

11

Sec­tion 5.

Removal of Board Mem­bers by Mem­bers

12

Sec­tion 6.

Vacan­cies

12

Sec­tion 7.

Com­pen­sa­tion

12

 

 

ARTICLE V. MEETINGS OF BOARD

 

Sec­tion 1.

Reg­u­lar Meet­ings

13

Sec­tion 2.

Spe­cial Meet­ings

13

Sec­tion 3.

Notice of Board Meet­ings

13

Sec­tion 4.

Quo­rum

13

 

 

ARTICLE VI. OFFICERS

 

Sec­tion 1.

Num­ber

14

Sec­tion 2.

Elec­tion and Term of Office

14

Sec­tion 3.

Removal of Offi­cers and Agents by the Board

14

Sec­tion 4.

Pres­i­dent

14

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Sec­tion 5.

Vice Pres­i­dent

15

Sec­tion 6.

Sec­re­tary

15

Sec­tion 7.

Trea­sur­er

16

Sec­tion 8.

Chief Exec­u­tive Offi­cer

16

Sec­tion 9.

Bonds of Offi­cers

16

Sec­tion 10.

Com­pen­sa­tion

16

Sec­tion 11.

Reports

17

 

 

ARTICLE VII. NON-PROFIT OPERATION

 

Sec­tion 1.

Inter­est or Div­i­dends on Cap­i­tal Pro­hib­it­ed

18

Sec­tion 2.

Patron­age Cap­i­tal in Con­nec­tion with Fur­nish­ing Elec­tric Ener­gy

18

 

 

ARTICLE VIII. DISPOSITION OF PROPERTY

 

Sec­tion 1.

Dis­po­si­tion and Pledg­ing of Prop­er­ty

21

Sec­tion 2.

Dis­tri­b­u­tion of Sur­plus Assets on Dis­so­lu­tion

23

 

 

ARTICLE IX. SEAL 24

ARTICLE X. FINANCIAL TRANSACTIONS

Sec­tion 1. Con­tracts 25

Sec­tion 2. Checks, Drafts, etc. 25

Sec­tion 3. Deposits 25

Sec­tion 4. Change in Rates 25

Sec­tion 5. Fis­cal Year 25

 

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ARTICLE XI. MISCELLANEOUS

 

Sec­tion 1.

Mem­ber­ship in Oth­er Orga­ni­za­tions

25

Sec­tion 2.

Waiv­er of Notice

25

Sec­tion 3.

Rules, Reg­u­la­tions, Rate Sched­ules and Con­tracts

25

Sec­tion 4.

Account­ing Sys­tem and Reports

25

Sec­tion 5.

Area Cov­er­age

26

Sec­tion 6.

Indem­ni­fi­ca­tion

26

Sec­tion 7.

Sub­scrip­tion to Geor­gia Mag­a­zine

26

 

 

ARTICLE XII. AMENDMENTS 27

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ARTICLE I MEMBERSHIP

 

SECTION 1. Requirements for Membership.

 

Any per­son, firm, asso­ci­a­tion, cor­po­ra­tion, or body politic or sub­di­vi­sion there­of will become a mem­ber of COASTAL ELECTRIC MEMBERSHIP CORPORATION (here­inafter called the “Coop­er­a­tive”) upon receipt of elec­tric ser­vice from the Coop­er­a­tive, pro­vid­ed that he/she or it has first:

 

  • Made a writ­ten appli­ca­tion for mem­ber­ship there­in;

 

  • Agreed to pur­chase from the Coop­er­a­tive elec­tric ener­gy as here­inafter spec­i­fied;

 

  • Agreed to com­ply with and be bound by the Arti­cles of Incor­po­ra­tion, the Bylaws of the Coop­er­a­tive and any rules and reg­u­la­tions adopt­ed by the Board of Direc­tors (here­inafter referred to as Board); and

 

  • Paid the mem­ber­ship fee here­inafter spec­i­fied.

 

No per­son may hold more than one (1) mem­ber­ship in the Coop­er­a­tive, and no mem­ber­ship in the Coop­er­a­tive shall be trans­fer­able, except as pro­vid­ed in these bylaws.

 

 

SECTION 2. Application for Membership.

 

Appli­ca­tion for membership–wherein the appli­cant shall agree to pur­chase elec­tric pow­er and ener­gy from the Coop­er­a­tive and to be bound by and to com­ply with all of the oth­er pro­vi­sions of the Coop­er­a­tive’s Arti­cles of Incor­po­ra­tion and Bylaws, and all rules, reg­u­la­tions, rate clas­si­fi­ca­tions and rate sched­ules estab­lished pur­suant there­to, as all the same then exist or may there­after be adopt­ed or amend­ed (the oblig­a­tions embraced by such agree­ment being here­inafter called “mem­ber­ship obligations”)–shall be made in writ­ing on such form as is pro­vid­ed there­fore by the Coop­er­a­tive. The mem­ber­ship appli­ca­tion shall be accom­pa­nied by the mem­ber­ship fee pro­vid­ed for in Arti­cle I, Sec­tion 5 (togeth­er with any ser­vice secu­ri­ty deposit, ser­vice con­nec­tion fee, line exten­sion fee, or con­tri­bu­tion in aid of con­struc­tion that may be required by the Coop­er­a­tive), which fee (and such ser­vice secu­ri­ty deposit, ser­vice con­nec­tion fee, line exten­sion fee, or con­tri­bu­tion in aid of con­struc­tion, if any) shall be refund­ed in the event the appli­ca­tion is by Board res­o­lu­tion denied.

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SECTION 3. Joint Membership.

 

A mar­ried per­son who applies for a mem­ber­ship in the Coop­er­a­tive, under Arti­cle I, Sec­tion 1, shall be deemed to have applied for a joint mem­ber­ship for him/her and his/her spouse. The term “mem­ber” as used in these Bylaws shall be deemed to include a hus­band and wife 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 of the hold­ers of a joint mem­ber­ship shall be as fol­lows:

 

  • 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;

 

  • The vote of either sep­a­rate­ly or both joint­ly shall con­sti­tute one (one) joint vote;

 

  • A waiv­er of notice signed by either or both shall con­sti­tute a joint waiv­er;

 

  • Notice to either shall con­sti­tute notice to both;

 

  • Expul­sion of either shall ter­mi­nate the joint mem­ber­ship;

 

  • With­draw­al of either shall ter­mi­nate the joint mem­ber­ship;

 

  • Either, but not both, may be elect­ed or appoint­ed as an offi­cer or Board mem­ber, pro­vid­ed that both meet the qual­i­fi­ca­tions for such office.

 

Effec­tive at the time of the adop­tion of this amend­ment to Arti­cle I, Sec­tion 3, the mem­ber­ship of any per­son who is mar­ried (or sub­se­quent­ly mar­ries while still a mem­ber) shall auto­mat­i­cal­ly be con­vert­ed to a joint mem­ber­ship with him/her and his/her spouse.

 

 

SECTION 4. Death of one of the Parties to a Joint Membership.

 

Upon the death of either spouse who is a par­ty to the joint mem­ber­ship, such mem­ber­ship shall be held sole­ly by the sur­vivor; pro­vid­ed, how­ev­er, that the estate of the deceased shall not be released from any debts due the Coop­er­a­tive.

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SECTION 5. Membership Fee; Service Security Deposit; Service Connection Fee; Line Extension Fee; Contribution in Aid of Construction.

 

The mem­ber­ship fee shall be as fixed from time to time by the Board of Direc­tors. The mem­ber­ship fee (togeth­er with any ser­vice secu­ri­ty deposit, ser­vice con­nec­tion fee, line exten­sion fee, or con­tri­bu­tion in aid of con­struc­tion or any com­bi­na­tion there­of, if required by the Coop­er­a­tive) shall enti­tle the mem­ber to one ser­vice con­nec­tion. A ser­vice con­nec­tion fee, in such amount as shall be pre­scribed by the Coop­er­a­tive (togeth­er with a ser­vice secu­ri­ty deposit, a line exten­sion fee or a con­tri­bu­tion in aid of con­struc­tion, or any com­bi­na­tion there­of, if required by the Coop­er­a­tive), shall be paid by the mem­ber for each addi­tion­al ser­vice con­nec­tion request­ed by him.

 

 

SECTION 6. Purchase of Electric Energy.

 

Each mem­ber shall, as soon as elec­tric ener­gy shall be avail­able, pur­chase from the Coop­er­a­tive all elec­tric ener­gy used on the premis­es spec­i­fied in his/her appli­ca­tion for mem­ber­ship, and shall pay there­fore at rates which shall from time to time be fixed by the Board. 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 from time to time. Each mem­ber shall also pay all amounts owed by him /her to the Coop­er­a­tive as and when the same shall become due and payable.

 

 

SECTION 7. Termination and Suspension of Membership.

 

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  • Any mem­ber may with­draw from mem­ber­ship upon com­pli­ance with such uni­form terms and con­di­tions as the Board may pre­scribe. The Board may; by the affir­ma­tive vote of not less than two-thirds (2/3) of all the mem­bers of the Board, expel any mem­ber who fails to com­ply with any of the pro­vi­sions of the Arti­cles of Incor­po­ra­tion, Bylaws, or rules or reg­u­la­tions adopt­ed by the Board, but only if such mem­ber shall have been giv­en writ­ten notice by the Coop­er­a­tive that such fail­ure makes him/her liable to expul­sion and such fail­ure shall have con­tin­ued for at least ten (10) days after such notice was giv­en. Addi­tion­al­ly, the Board may, by the affir­ma­tive vote of not less than two-thirds (2/3) of all the mem­bers of the Board, auto­mat­i­cal­ly expel any mem­ber who com­mits or threat­ens to com­mit any act of vio­lence direct­ed toward any employ­ee or agent of the Coop­er­a­tive, or oth­er­wise threat­ens in any man­ner such employ­ee or agent, while such agent or employ­ee is act­ing on behalf of the Coop­er­a­tive. Any expelled mem­ber may be rein­stat­ed by vote of the Board or by vote of the mem­bers at any annu­al or spe­cial meet­ing.

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

 

  • In case of with­draw­al or ter­mi­na­tion of mem­ber­ship in any man­ner, the Coop­er­a­tive shall repay to the mem­ber the amount of the mem­ber­ship fee paid by him/her, pro­vid­ed, how­ev­er, that the Coop­er­a­tive shall deduct from the amount of the mem­ber­ship fee the amount of any debts or oblig­a­tions owed by the mem­ber to the Coop­er­a­tive.

 

  • Sus­pen­sion; Rein­state­ment. Upon his/her fail­ure, after the expi­ra­tion of the ini­tial time lim­it pre­scribed either in a spe­cif­ic notice to him/her or in the Coop­er­a­tive’s gen­er­al­ly pub­li­cized applic­a­ble rules and reg­u­la­tions, to pay any amounts due the Coop­er­a­tive or to cease any oth­er non-com­pli­ance with his/her mem­ber­ship oblig­a­tions, a per­son­’s mem­ber­ship shall auto­mat­i­cal­ly be sus­pend­ed; and he/she shall not dur­ing such sus­pen­sion be enti­tled to receive elec­tric ser­vice from the Coop­er­a­tive or to cast a vote at any meet­ing of the mem­bers. Pay­ment of all amounts due the Coop­er­a­tive, includ­ing any addi­tion­al charges required for such rein­state­ment, and/or ces­sa­tion of any oth­er non­com­pli­ance with his/her mem­ber­ship oblig­a­tions with­in the final time lim­it pro­vid­ed in such notice or rules and reg­u­la­tions shall auto­mat­i­cal­ly rein­state the mem­ber­ship, in which event the mem­ber shall there­after be enti­tled to receive elec­tric ser­vice from the Coop­er­a­tive and to vote at the meet­ings of its mem­bers.

 

 

SECTION 8. Condition of Membership.

 

As a con­di­tion of mem­ber­ship, each mem­ber upon being request­ed by the Coop­er­a­tive shall exe­cute and deliv­er to the Coop­er­a­tive with­out charge, ease­ments of right-of-way over, on and under such lands owned or leased by the mem­ber, and in accor­dance with such rea­son­able terms and con­di­tions as the Coop­er­a­tive shall require for the fur­nish­ing of elec­tric ser­vice to him/her or oth­er mem­bers or for the con­struc­tion, oper­a­tion, main­te­nance or relo­ca­tion of the Coop­er­a­tive’s elec­tric facil­i­ties.

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ARTICLE II

 

RIGHTS AND LIABILITIES OF MEMBERS

 

 

SECTION 1. Property Interest of Members.

 

Upon dis­so­lu­tion, after;

 

    • All debts and lia­bil­i­ties of the Coop­er­a­tive shall have been paid, and

 

    • All cap­i­tal fur­nished through patron­age shall have been retired as pro­vid­ed in these Bylaws, the remain­ing prop­er­ty and assets of the Coop­er­a­tive shall be dis­trib­uted among the mem­bers and for­mer mem­bers as pro­vid­ed in Arti­cle VIII, Sec­tion 2 here­in.

 

 

SECTION 2. Non-Liability 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 liable or respon­si­ble for any debts or lia­bil­i­ties of the Coop­er­a­tive.

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ARTICLE III MEETING OF MEMBERS

 

SECTION 1. Annual Meeting.

 

The Annu­al Meet­ing of the Mem­bers shall be held dur­ing the months of March, April, May or June of each year begin­ning with the year 1971 at any place with­in one (1) of the coun­ties served by the Coop­er­a­tive, as select­ed by the Board of Direc­tors and which shall be des­ig­nat­ed in the notice of the meet­ing, for the pur­pose of elect­ing board mem­bers, pass­ing upon reports for the pre­vi­ous fis­cal year and trans­act­ing such oth­er busi­ness as may come before the meet­ing. It shall be the respon­si­bil­i­ty of the Board of Direc­tors to make ade­quate plans and prepa­ra­tions for the annu­al meet­ing. Fail­ure to hold the annu­al meet­ing at the des­ig­nat­ed time shall not work a for­fei­ture or dis­so­lu­tion of the Coop­er­a­tive.

 

 

SECTION 2. Special Meeting.

 

Spe­cial meet­ings of the mem­bers may be called by res­o­lu­tion of the Board of Direc­tors, or upon a writ­ten request signed by any three board mem­bers, by the Pres­i­dent, or by ten (10%) per cen­tum or more of all the mem­bers, and it shall there­upon be the duty of the Sec­re­tary to cause notice of such meet­ing to be giv­en as here­inafter pro­vid­ed. Spe­cial meet­ings of the mem­bers may be held at any place with­in one of the coun­ties served by the Coop­er­a­tive as des­ig­nat­ed by the Board of Direc­tors and shall be spec­i­fied in the notice of the spe­cial meet­ing.

 

 

SECTION 3. Notice of Members Meetings.

 

Writ­ten or print­ed notice stat­ing the place, day and hour of the meet­ing and, in case of a spe­cial meet­ing or an annu­al meet­ing at which busi­ness requir­ing spe­cial notice is to be trans­act­ed, the pur­pose or pur­pos­es for which the meet­ing is called, shall be deliv­ered not less than ten (10) days and not more than forty-five (45) days before the date of the meet­ing, either per­son­al­ly or by mail, by or at the direc­tion of the Sec­re­tary, or upon a default in duty by the Sec­re­tary, by the per­sons call­ing the meet­ing, to each mem­ber. If mailed, such notice shall be deemed to be deliv­ered when deposit­ed in the Unit­ed States mail, addressed to the mem­ber at his/her address as it appears on the records of the Coop­er­a­tive, with postage there­on pre­paid. The fail­ure of any mem­ber to receive notice of an annu­al or spe­cial meet­ing of the mem­bers shall not inval­i­date any action, which may be tak­en by the mem­bers at any such meet­ing.

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SECTION 4. Quorum.

 

As long as the total num­ber of mem­bers does not exceed five hun­dred (500), ten (10%) per cen­tum of the total num­ber of mem­bers present shall con­sti­tute a quo­rum. In case the total num­ber of the mem­bers shall exceed five hun­dred (500), fifty (50) mem­bers or two (2%) per cen­tum of the mem­bers, present in per­son or rep­re­sent­ed by proxy, whichev­er shall be the larg­er, shall con­sti­tute a quo­rum. If less than a quo­rum is present at any meet­ing, a major­i­ty of those present in per­son may adjourn the meet­ing from time to time with­out fur­ther notice. The min­utes of each meet­ing shall con­tain a list of the mem­bers present in per­son. Mem­bers par­tic­i­pat­ing in Ear­ly Vot­ing as here­inafter autho­rized in “Sec­tion 6 Vot­ing” either in per­son or rep­re­sent­ed by proxy shall be count­ed in deter­min­ing a quo­rum.

 

 

SECTION 5. Proxies.

 

At all meet­ings of mem­bers, a mem­ber may vote by proxy exe­cut­ed in writ­ing by the mem­ber. Such proxy shall be filed with the Sec­re­tary before or at the time of the meet­ing or at the time of Ear­ly Vot­ing. No proxy shall be vot­ed at any meet­ing of the mem­bers unless it shall des­ig­nate the par­tic­u­lar meet­ing at which it is to be vot­ed, and no proxy shall be vot­ed at any meet­ing oth­er than the one so des­ig­nat­ed or any adjourn­ment of such meet­ing. No mem­ber shall vote by proxy for more than three (3) mem­bers at any meet­ing of the mem­bers except where such per­son is exer­cis­ing a proxy in con­nec­tion with the bor­row­ing of funds from the Unit­ed States of Amer­i­ca or a sale, mort­gage, lease or oth­er dis­po­si­tion or encum­brance of prop­er­ty to the Unit­ed States of Amer­i­ca or any agency or instru­men­tal­i­ty there­of or in con­nec­tion with an amend­ment of the Arti­cles of Incor­po­ra­tion of the Coop­er­a­tive. No proxy shall be valid after six­ty (60) days from the date of its exe­cu­tion. The pres­ence of a mem­ber at a meet­ing of the mem­bers shall revoke a proxy thereto­fore exe­cut­ed by him and such mem­ber shall be enti­tled to vote at such meet­ing in the same man­ner and with the same effect as if he had not exe­cut­ed a proxy except if such proxy is vot­ed in the Ear­ly Vot­ing process. In case of a joint mem­ber­ship, a proxy may be exe­cut­ed by either hus­band or wife. The pres­ence of either hus­band or wife at a meet­ing of the mem­bers shall revoke a proxy thereto­fore exe­cut­ed by either of them and such joint mem­ber or mem­bers shall be enti­tled to vote at such meet­ing in the same man­ner and with the same effect as if a proxy had not been exe­cut­ed except if such proxy is vot­ed in the Ear­ly Vot­ing process.

 

 

SECTION 6. Voting.

 

Each mem­ber who is not in a sta­tus of sus­pen­sion, as pro­vid­ed for in Arti­cle I, Sec­tion 7(d), shall be enti­tled to only one (1) vote upon each mat­ter sub­mit­ted to a vote at any meet­ing of the mem­bers. Vot­ing by mem­bers oth­er than mem­bers who are nat­ur­al per­sons shall be allowed upon the pre­sen­ta­tion to the Coop­er­a­tive, pri­or to or upon reg­is­tra­tion at each mem­ber meet­ing, of sat­is­fac­to­ry evi­dence enti­tling the per­son pre­sent­ing the same to vote. At all meet­ings of the mem­bers, all ques­tions shall be decid­ed by a major­i­ty of the mem­bers vot­ing there­on, except as oth­er­wise pro­vid­ed by law or by the Coop­er­a­tive’s Arti­cles of Incor­po­ra­tion or these Bylaws. Mem­bers may not cumu­late their votes or vote by mail. The Coop­er­a­tive may in its dis­cre­tion

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allow Ear­ly Vot­ing by mem­bers no more than three (3) busi­ness days before the date of the Annu­al Meet­ing of the Mem­bers or any Spe­cial Meet­ing of the Mem­bers at such location(s) select­ed by the Board of Direc­tors and in accor­dance with such rules pro­mul­gat­ed by said Board from time to time. Such location(s) select­ed and the rules pro­mul­gat­ed under author­i­ty here­of shall be des­ig­nat­ed in the notice of the Annu­al Meet­ing or Spe­cial Meet­ing.

 

 

SECTION 7. Order of Business.

 

The order of busi­ness at the Annu­al Meet­ing of the Mem­bers and, inso­far as prac­ti­ca­ble or desir­able, at all oth­er meet­ings of the mem­bers shall be essen­tial­ly as fol­lows:

 

  • Report on the num­ber of mem­bers present in per­son or by proxy in order to deter­mine the exis­tence of a quo­rum;

 

  • Read­ing of the notice of the meet­ing and proof of the due giv­ing there­of, or of the waiv­er or waivers of notice of the meet­ing, as the case may be;

 

  • Read­ing of unap­proved min­utes of pre­vi­ous meet­ings of the mem­bers and the tak­ing of nec­es­sary action there­on;

 

  • Pre­sen­ta­tion and con­sid­er­a­tion of reports of offi­cers, direc­tors and com­mit­tees;

 

  • Elec­tion of direc­tors;

 

  • Unfin­ished busi­ness;

 

  • New busi­ness; and

 

  • Adjourn­ment.

 

Notwith­stand­ing the fore­go­ing, the Board of Direc­tors or the mem­bers them­selves may from time to time estab­lish a dif­fer­ent order of busi­ness for the pur­pose of assur­ing the ear­li­er con­sid­er­a­tion of and action upon any item of busi­ness the trans­ac­tion of which is nec­es­sary or desir­able in advance of any oth­er item of busi­ness: PROVIDED, that no busi­ness oth­er than adjourn­ment of the meet­ing to anoth­er time and place may be trans­act­ed until and unless the exis­tence of a quo­rum is first estab­lished.

 

 

SECTION 8. Rules of Order.

 

Par­lia­men­tary pro­ce­dure at all meet­ings of the mem­bers, of the Board, of any com­mit­tee pro­vid­ed for in these Bylaws and of any oth­er com­mit­tee of the mem­bers or Board of Direc­tors which may from time to time be duly estab­lished shall be gov­erned by the most recent edi­tion of Robert’s Rules

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of Order, except to the extent such pro­ce­dure is oth­er­wise deter­mined by law or by the Cooperative’s Arti­cles of Incor­po­ra­tion or Bylaws. This Arti­cle shall be sub­or­di­nate to any oth­er pro­vi­sion of these Bylaws per­tain­ing to the votes required for action by mem­bers, direc­tors or com­mit­tees.

 

 

SECTION 9. Credentials and Election Committee.

 

The Board of Direc­tions may, before or dur­ing any meet­ing of the mem­bers, appoint a Cre­den­tials and Elec­tion Com­mit­tee. The Com­mit­tee shall con­sist of an uneven num­ber of mem­bers not less than three (3) nor more than nine (9). Com­mit­tee mem­bers shall not be offi­cers or direc­tors of the Coop­er­a­tive or can­di­dates for such posi­tions. Any Com­mit­tee mem­ber relat­ed with­in the third degree by affin­i­ty or con­san­guin­i­ty, com­put­ed accord­ing to the civ­il law, to any can­di­date for direc­tor shall refrain from par­tic­i­pat­ing in any delib­er­a­tion or vote of the Com­mit­tee con­cern­ing such can­di­date. It shall be the respon­si­bil­i­ty of the Com­mit­tee:

 

  • For the count­ing of all bal­lots or votes cast and for rul­ing on the effect of any bal­lots or votes if reg­u­lar­ly marked or cast and on all oth­er ques­tions that may arise relat­ing to mem­ber vot­ing and the elec­tion of direc­tors, includ­ing, but not lim­it­ed to, the valid­i­ty of peti­tions of nom­i­na­tion or qual­i­fi­ca­tion of can­di­dates and the reg­u­lar­i­ty of the nom­i­na­tion and elec­tion of direc­tors.

 

  • To approve the form of bal­lots for con­test­ed elec­tions and approve the pro­ce­dures for ensur­ing bal­lot secu­ri­ty, con­duct­ing reg­is­tra­tion and vot­ing by mem­bers. Any protest or objec­tion con­cern­ing any bal­lot or vote must be in writ­ing, signed by one or more mem­bers (“Protester(s)”), and filed with the Chair­man or Sec­re­tary of this Com­mit­tee or their designee(s) not lat­er than 5:00 p.m., on the third (3rd) busi­ness day fol­low­ing the adjourn­ment of the meet­ing in which the vot­ing is con­duct­ed. The Com­mit­tee shall, after the Chairman’s notice to all affect­ed can­di­dates, be recon­vened. The Com­mit­tee shall hear such evi­dence as is pre­sent­ed by the Protester(s) and any affect­ed can­di­date, all of whom may be heard in per­son, by coun­sel, or both. The Com­mit­tee shall, with­in thir­ty (30) days after such hear­ing, ren­der its deci­sion. The Com­mit­tee shall act by major­i­ty vote and may not act on any mat­ter unless a major­i­ty of the Com­mit­tee is present at a meet­ing. The Committee’s deci­sion on all mat­ters cov­ered by this Sec­tion shall be final. With­out lim­it­ing the fore­go­ing duties and pre­rog­a­tives of the Com­mit­tee, on request of the per­son pre­sid­ing at the meet­ing of the mem­bers or on the request of any mem­ber enti­tled to vote there­at, such Com­mit­tee shall make a report in writ­ing of any chal­lenge, ques­tion, count, or mat­ter deter­mined by the Com­mit­tee and shall exe­cute a cer­tifi­cate of any fact found by them. Any such report or cer­tifi­cate made by them shall be pri­ma-facie evi­dence of the facts stat­ed and of the vote as cer­ti­fied by them. In the exer­cise of its respon­si­bil­i­ty, the Com­mit­tee shall be paid such per diem as the Board may deter­mine. In the exer­cise of its respon­si­bil­i­ty, the Com­mit­tee shall have avail­able to it the advice of coun­sel pro­vid­ed by the Coop­er­a­tive.

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ARTICLES IV BOARD MEMBERS

 

SECTION 1. General Powers.

 

The busi­ness and affairs of the Coop­er­a­tive shall be man­aged by a board of nine (9) mem­bers which 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.

 

 

SECTION 2. Election and Tenure.

 

In order to equi­tably dis­trib­ute the rep­re­sen­ta­tion on the Board of Direc­tors three (3) mem­bers of the Board of Direc­tors shall be elect­ed at the annu­al meet­ing each year, one (1) each from the coun­ties of Bryan, McIn­tosh and Lib­er­ty to serve for a term of three (3) years, so that there always shall be a per­pet­u­al Board of expe­ri­enced mem­bers to con­duct the affairs of the Coop­er­a­tive. Mem­bers from the area in Long Coun­ty served by the Coop­er­a­tive shall be eli­gi­ble to serve in the posi­tion of Direc­tor cre­at­ed for McIn­tosh Coun­ty.

 

 

SECTION 3. Qualifications.

 

No per­son shall be eli­gi­ble to become or remain a board mem­ber of the Coop­er­a­tive who:

 

    • is not a bona fide mem­ber who is in good stand­ing with the Coop­er­a­tive. The indi­vid­ual must main­tain an active pres­ence in at least one of the com­mu­ni­ties served by the Coop­er­a­tive and main­tain a res­i­dence in the ter­ri­to­ry served or to be served by the Coop­er­a­tive; or

 

    • is in any way employed by or finan­cial­ly inter­est­ed in a com­pet­ing enter­prise or a busi­ness sell­ing elec­tric ener­gy.

 

    • is an employ­ee of the Coop­er­a­tive or who was employed by the Coop­er­a­tive with­in a peri­od of three (3) years imme­di­ate­ly pre­ced­ing the date on which such employ­ee would take office if elect­ed; pro­vid­ed, how­ev­er, that any mem­ber of the Board of Direc­tors shall be eli­gi­ble to be employed by the Coop­er­a­tive on an inter­im basis not to exceed a peri­od of twen­ty-four (24) con­sec­u­tive months.

 

Upon estab­lish­ment of the fact that a board mem­ber is hold­ing the office in vio­la­tion of any of the fore­go­ing pro­vi­sions, such board mem­ber shall resign, and if such board mem­ber fails to resign, the Board of Direc­tors shall remove such board mem­ber from office.

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Noth­ing con­tained in this sec­tion shall affect in any man­ner what­so­ev­er the valid­i­ty of any action tak­en at any meet­ing of the Board of Direc­tors.

 

 

SECTION 4. Nominations.

 

  • Nom­i­na­tions by the Nom­i­nat­ing Com­mit­tee.

 

It shall be the duty of the Board of Direc­tors to appoint, not less than one hun­dred twen­ty (120) days nor more than one hun­dred six­ty-five (165) days before the date of a meet­ing of the mem­bers at which board mem­bers are to be elect­ed, a com­mit­tee on nom­i­na­tions con­sist­ing of not less than six (6) nor more than nine (9) mem­bers who shall be select­ed from dif­fer­ent sec­tions so as to insure equi­table rep­re­sen­ta­tion. No mem­ber of the Board of Direc­tors may serve on such com­mit­tee. The com­mit­tee, keep­ing in mind the prin­ci­ple of equi­table rep­re­sen­ta­tion, shall pre­pare and post at the prin­ci­ple office of the Coop­er­a­tive at least one hun­dred (100) days before the meet­ing a list of nom­i­na­tions for board mem­bers which shall include at least one (1) can­di­date for each board posi­tion to be filled by the elec­tion.

 

  • Nom­i­na­tions by Peti­tion.

 

Oth­er nom­i­na­tions for such elec­tion of board mem­bers may be made by writ­ten peti­tion signed by not less than thir­ty (30) mem­bers which shall be sub­mit­ted to the Sec­re­tary of the Coop­er­a­tive or his nom­i­nee not less than nine­ty (90) days pri­or to such meet­ing.

 

  • Notice of Nom­i­nees.

 

The Sec­re­tary shall be respon­si­ble for post­ing at the head­quar­ters of the Coop­er­a­tive the nom­i­nees for the elec­tion made by the nom­i­nat­ing com­mit­tee and by peti­tion, and if fea­si­ble, shall include same in the notice to the mem­bers for the meet­ing at which the elec­tion is to be held.

 

  • Nom­i­na­tions from the Floor.

 

Addi­tion­al nom­i­na­tions for the elec­tion of board mem­bers can­not be made from the floor at such meet­ing of the mem­bers; except that in the event of death or for any oth­er rea­son there is no can­di­date nom­i­nat­ed by the nom­i­nat­ing com­mit­tee to run for a board posi­tion, then in such event addi­tion­al nom­i­na­tions from the floor may be made. How­ev­er, no mem­ber may nom­i­nate more than one (1) such can­di­date.

 

  • Fail­ure of Com­pli­ance.

Fail­ure to com­ply with any of the pro­vi­sions of this sec­tion as to the elec­tion of

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direc­tors, except bad faith or inten­tion­al fail­ure to com­ply, shall not affect the valid­i­ty of the elec­tion of any direc­tor nor shall it inval­i­date the actions of all or any of the direc­tors.

 

 

SECTION 5. Removal of Board Member by Members.

 

Any mem­ber may bring charges against a board mem­ber and, by fil­ing with the Sec­re­tary such charges in writ­ing togeth­er with a peti­tion signed by at least ten (10%) per cen­tum of the mem­bers or three-hun­dred (300), which ever is the less­er may request the removal of such board mem­ber by rea­son there­of. Such board mem­ber shall be informed in writ­ing of the charges at least ten (10) days pri­or to the meet­ing of the mem­bers 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 of the charges; and the per­son or per­sons bring­ing the charges against him shall have the same oppor­tu­ni­ty. The ques­tion of the removal of such board mem­ber shall be con­sid­ered and vot­ed upon at the meet­ing of the mem­bers and any vacan­cy cre­at­ed by such removal may be filled by vote of the mem­bers at such meet­ing with­out com­pli­ance with the fore­go­ing pro­vi­sions with respect to nom­i­na­tions.

 

 

SECTION 6. Vacancies.

 

Sub­ject to the pro­vi­sions of these Bylaws with respect to the fill­ing of vacan­cies caused by the removal of board mem­bers, a vacan­cy occur­ring in the Board shall be filled by the affir­ma­tive vote of a major­i­ty of the remain­ing board mem­bers for the unex­pired por­tion on the term.

 

 

SECTION 7. Compensation.

 

Board mem­bers shall not receive any salary for their ser­vices as such, except that mem­bers of the Coop­er­a­tive may by res­o­lu­tion autho­rize a fixed sum for each day or por­tion there­of spent on Coop­er­a­tive busi­ness, such as atten­dance at meet­ings, con­fer­ences, and train­ing pro­grams or per­form­ing com­mit­tee assign­ments when autho­rized by the Board of Direc­tors. If autho­rized by the Board of Direc­tors, board mem­bers may also be reim­bursed for expens­es actu­al­ly and nec­es­sar­i­ly incurred in car­ry­ing out such Coop­er­a­tive busi­ness or grant­ed a rea­son­able per diem allowance by the Board of Direc­tors in lieu of detailed account­ing for some of these expens­es. No board mem­ber shall receive com­pen­sa­tion for serv­ing the Coop­er­a­tive in any oth­er capac­i­ty, nor shall any close rel­a­tive of a board mem­ber receive com­pen­sa­tion for serv­ing the Coop­er­a­tive, unless the pay­ment and amount of com­pen­sa­tion shall be specif­i­cal­ly autho­rized by a vote of the mem­bers or the ser­vice by the board mem­ber or his close rel­a­tive shall have been cer­ti­fied by the Board of Direc­tors as an emer­gency mea­sure.

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ARTICLE V MEETINGS OF BOARD

 

SECTION 1. Regular Meetings.

 

A reg­u­lar meet­ing of the Board shall be held, with­out notice, after the adjourn­ment of the Annu­al Meet­ing of the Mem­bers, at such time and place as des­ig­nat­ed by the Board. A reg­u­lar meet­ing of the Board shall also be held month­ly at such time and place with­in one (1) of the coun­ties served by the Coop­er­a­tive as des­ig­nat­ed by the Board.

 

SECTION 2. Special Meetings.

 

Spe­cial meet­ings of the Board may be called by the Pres­i­dent or by any three (3) board mem­bers, and it shall there­upon be the duty of the Sec­re­tary to cause notice of such meet­ing to be giv­en as here­inafter pro­vid­ed. The Pres­i­dent or board mem­bers call­ing the meet­ing shall fix the time and place for the hold­ing of the meet­ing.

 

 

SECTION 3. Notice of Board Meetings.

 

Writ­ten notice of the time, place and pur­pose of any spe­cial meet­ing of the Board shall be deliv­ered to each board mem­ber, either per­son­al­ly or by mail, by or at the direc­tion of the Sec­re­tary, by the Pres­i­dent or the board mem­bers call­ing the meet­ing. If mailed, such notice shall be deemed to be deliv­ered when deposit­ed in the Unit­ed States mail addressed to the board mem­ber at his address as it appears on the records of the Coop­er­a­tive with postage there­on pre­paid, at least five (5) days before the date set for the meet­ing.

 

 

SECTION 4. Quorum.

 

A major­i­ty of the Board shall con­sti­tute a quo­rum, pro­vid­ed, that if less than such major­i­ty of the Board is present at said meet­ing, a major­i­ty of the Board present may adjourn the meet­ing from time to time; and pro­vid­ed fur­ther, that the Sec­re­tary shall noti­fy any absent board mem­bers of the time and place at such adjourned meet­ing. The act of a major­i­ty of the board mem­bers present at a meet­ing at which a quo­rum is present shall be the act of the Board, except as oth­er­wise pro­vid­ed in these Bylaws.

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ARTICLE VI OFFICERS

 

SECTION 1. Number.

 

The offi­cers of the Coop­er­a­tive shall be the Pres­i­dent, Vice Pres­i­dent, Sec­re­tary, Trea­sur­er, and such oth­er offi­cers as may be deter­mined by the Board from time to time. The offices of Sec­re­tary and Trea­sur­er may be held by the same per­son.

 

 

SECTION 2. Election and Term of Office.

 

The offi­cers shall be elect­ed by bal­lot, annu­al­ly by and from the Board at the meet­ing of the Board held after the Annu­al Meet­ing of the Mem­bers. If the elec­tion of offi­cers shall not be held at such meet­ing, such elec­tion shall be held as soon there­after as con­ve­nient­ly may be. Each offi­cer shall hold office until the first meet­ing of the Board fol­low­ing the next suc­ceed­ing Annu­al Meet­ing of the Mem­bers or until his suc­ces­sor shall have been elect­ed and shall have qual­i­fied. A vacan­cy in any office shall be filled by the Board for the unex­pired por­tion of the term.

 

 

SECTION 3. Removal of Officers and Agents by the Board.

 

Any offi­cer or agent elect­ed or appoint­ed by the Board may be removed by the Board when­ev­er in its judg­ment the best inter­ests of the Coop­er­a­tive will be served there­by. In addi­tion, any mem­ber of the Coop­er­a­tive may bring charges against an offi­cer, and by fil­ing with the Sec­re­tary such charges in writ­ing togeth­er with a peti­tion signed by ten (10%) per cen­tum of the mem­bers or three hun­dred (300), whichev­er is the less­er, may request the removal of such offi­cer. The offi­cer against who such charges have been brought shall have an oppor­tu­ni­ty at the meet­ing to be heard in per­son or by coun­sel and to present evi­dence in respect of the charges; and the per­son or per­sons bring­ing the charges against him shall have the same oppor­tu­ni­ty. In the event the Board does not remove such offi­cer, the ques­tion of his removal shall be con­sid­ered and vot­ed upon at the next meet­ing of the mem­bers.

 

 

SECTION 4. President.

 

The Pres­i­dent shall:

 

  • be the prin­ci­pal exec­u­tive offi­cer of the Board and shall pre­side at all meet­ings of the Board of Direc­tors, and,

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unless deter­mined oth­er­wise by the Board of Direc­tors, at all meet­ings of the mem­bers.

 

  • 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

 

  • in gen­er­al, 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 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.

 

 

SECTION 6. Secretary.

 

The Sec­re­tary shall be respon­si­ble for:

 

  • keep­ing the min­utes of the meet­ings of the mem­bers and of the Board in books pro­vid­ed for that pur­pose;

 

  • see­ing that all notices are duly giv­en in accor­dance with these Bylaws or as required by law;

 

  • the safe keep­ing of the cor­po­rate books and records and seals 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;

 

  • keep­ing a reg­is­ter for the names and post office address­es of all mem­bers;

 

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  • keep­ing 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 the amend­ments there­to to any mem­ber upon request; and

  • in gen­er­al 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.

 

 

SECTION 7. Treasurer.

 

The Trea­sur­er shall be respon­si­ble for:

 

  • cus­tody of all funds and secu­ri­ties of the Coop­er­a­tive;

 

  • 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

 

  • the gen­er­al per­for­mance of 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.

 

 

SECTION 8. Chief Executive Officer.

 

The Board may appoint a Chief Exec­u­tive Offi­cer who may be, but who shall not be required to be, a mem­ber of the Coop­er­a­tive. The Chief Exec­u­tive Offi­cer shall 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.

 

SECTION 9. Bonds of Officers.

 

The Trea­sur­er 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. The Board 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 10. Compensation.

 

The pow­ers, duties and com­pen­sa­tion of offi­cers, agents and employ­ees shall be fixed by the Board sub­ject to the pro­vi­sions of these Bylaws with respect to com­pen­sa­tion for a board mem­ber and close rel­a­tives of a board mem­ber.

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SECTION 11. Reports.

 

The offi­cers of the Coop­er­a­tive shall sub­mit at each Annu­al Meet­ing of the Mem­bers reports cov­er­ing the busi­ness of the Coop­er­a­tive at the close of such fis­cal year.

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ARTICLE VII

 

NON-PROFIT OPERATION

 

 

SECTION 1. Interest or Dividends on Capital Prohibited.

 

The Coop­er­a­tive shall at all times be oper­at­ed on a Coop­er­a­tive non-prof­it basis for the mutu­al ben­e­fit of its patrons. No inter­est or div­i­dends shall be paid or payable by the Coop­er­a­tive on any cap­i­tal fur­nished by its patrons.

 

 

SECTION 2. Patronage Capital in Connection with Furnishing Electric Energy.

 

In the fur­nish­ing of elec­tric ener­gy the Coop­er­a­tives oper­a­tions shall be so con­duct­ed that all patrons will, through their patron­age, fur­nish cap­i­tal for the Coop­er­a­tive. In order to induce patron­age and to assure that the Coop­er­a­tive will oper­ate on a non-prof­it basis, the Coop­er­a­tive is oblig­at­ed to account on a patron­age basis to all its patrons for all amounts received and receiv­able 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 patrons as cap­i­tal. The Coop­er­a­tive is oblig­at­ed to pay by cred­its to a cap­i­tal account for each patron all such amounts in excess of oper­at­ing costs and expens­es. The books and records of the Coop­er­a­tive shall be set up and kept in such a man­ner that at the end of each fis­cal year the amount of cap­i­tal, if any, so fur­nished by each patron is clear­ly reflect­ed and cred­it­ed in an appro­pri­ate record to the cap­i­tal account of each patron. All such amounts cred­it­ed to the cap­i­tal account of any patron shall have the same sta­tus as though they had been paid to the patron in cash in pur­suance of a legal oblig­a­tion to do so and the patron had then fur­nished the Coop­er­a­tive cor­re­spond­ing amounts of cap­i­tal.

 

All oth­er amounts received by the Coop­er­a­tive from its oper­a­tions in excess of costs and expens­es shall, inso­far as per­mit­ted by law, be (a) used to off­set any loss­es incurred dur­ing the cur­rent or any pri­or fis­cal year and (b) to the extent not need­ed for that pur­pose, allo­cat­ed to its patrons on a patron­age basis and any amount so allo­cat­ed shall be includ­ed as a part of the cap­i­tal cred­it­ed to the accounts of patrons, as here­in pro­vid­ed.

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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; PROVIDED, inso­far as gains may at that time be real­ized from the sale of any appre­ci­at­ed asset, such gains shall be dis­trib­uted to all per­sons who were patrons dur­ing the peri­od the asset was owned by the Coop­er­a­tive in pro­por­tion to the amount of busi­ness done by such patrons dur­ing that peri­od inso­far as is prac­ti­ca­ble, as deter­mined by the Board, 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 then cred­it­ed to patrons accounts may be retired in full or in part. The Board shall deter­mine the method of allo­ca­tion, basis, pri­or­i­ty and order of retire­ment, if any, for all amounts fur­nished as patron­age cap­i­tal. The Board shall also have the pow­er to adopt rules pro­vid­ing for the sep­a­rate retire­ment of that por­tion (“pow­er sup­ply or oth­er ser­vice or sup­ply por­tion”) of cap­i­tal cred­it­ed to the accounts of patrons which cor­re­sponds to cap­i­tal cred­it­ed to the account of the Coop­er­a­tive by an orga­ni­za­tion fur­nish­ing pow­er sup­ply or any oth­er ser­vice or sup­ply to the Coop­er­a­tive. Such rules shall (a) estab­lish a method for deter­min­ing the por­tion of such cap­i­tal cred­it­ed to each patron for each applic­a­ble fis­cal year, (b) pro­vide for sep­a­rate iden­ti­fi­ca­tion on the Cooperative’s books of such por­tion or por­tions of cap­i­tal cred­it­ed to the Cooperative’s patrons, © pro­vide for appro­pri­ate noti­fi­ca­tions to patrons with respect to such por­tion or por­tions of cap­i­tal cred­it­ed to their accounts and (d) pre­clude a gen­er­al retire­ment of such por­tion or por­tions of cap­i­tal cred­it­ed to patrons for any fis­cal year pri­or to the gen­er­al retire­ment of oth­er cap­i­tal cred­it­ed to patrons for the same year or of any cap­i­tal cred­it­ed to patrons for any pri­or fis­cal year.

 

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

 

Notwith­stand­ing any oth­er pro­vi­sions of these Bylaws, the Board at its dis­cre­tion, shall have the pow­er at any time upon the death of any patron, who was a nat­ur­al per­son, (or, if as so pro­vid­ed for in the pre­ced­ing para­graph, upon the death of an assignee of the cap­i­tal cred­its of a patron, which assignee was a nat­ur­al per­son), if the legal rep­re­sen­ta­tives of his estate shall request in writ­ing that the cap­i­tal cred­it­ed to such patron be retired pri­or to the time such cap­i­tal would oth­er­wise be retired under these pro­vi­sions of the Bylaws, to retire such cap­i­tal imme­di­ate­ly upon such terms and con­di­tions as the Board, act­ing under poli­cies of gen­er­al appli­ca­tion to sit­u­a­tions of like kind, and such legal rep­re­sen­ta­tives, shall agree upon; pro­vid­ed, how­ev­er, the finan­cial con­di­tion of the Coop­er­a­tive will not be impaired there­by.

 

The Coop­er­a­tive, before retir­ing any cap­i­tal cred­it­ed to any patron’s account, shall deduct there from any amount owing by such patron to the Coop­er­a­tive, togeth­er with inter­est there­on at a rea­son­able rate as from time to time estab­lished by the Board and in effect when such amount became over­due, com­pound­ed annu­al­ly.

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The patrons 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 patron, and both the Coop­er­a­tive and the patrons are bound by such con­tract, as ful­ly as though each patron had indi­vid­u­al­ly signed sep­a­rate instru­ments con­tain­ing such terms and pro­vi­sions. The pro­vi­sions of this Arti­cle of the Bylaws shall be called to the atten­tion of each patron of the Coop­er­a­tive by post­ing in a con­spic­u­ous place in the Coop­er­a­tives office.

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ARTICLE VIII DISPOSITION OF PROPERTY

 

SECTION 1. Disposition and Pledging of Property.

 

  • The Coop­er­a­tive’s Board, with­out require­ment of the mem­bers’ vote or con­sent, is empow­ered to autho­rize any sale, lease, lease-sale, exchange, con­veyance, trans­fer or dis­po­si­tion of mer­chan­dise or prop­er­ty no longer use­ful for the oper­a­tion of the Coop­er­a­tive or less than sub­stan­tial­ly all of the Cooperative’s prop­er­ties and assets and to autho­rize the exe­cu­tion and deliv­ery of mort­gages, deeds of trusts or any oth­er secu­ri­ty instru­ments cov­er­ing all or any part of the Coop­er­a­tive’s prop­er­ty and assets, all as pro­vid­ed for in sub­sec­tions (a) and (b) of Geor­gia Code Sec­tion 46–3‑400.

 

  • Oth­er than as may be cov­ered by Sec­tion 2, the sale, lease, lease-sale, exchange, con­veyance, trans­fer or oth­er dis­po­si­tion of all or sub­stan­tial­ly all of the Cooperative’s prop­er­ties and assets (“trans­ac­tion”) may be autho­rized and effec­tu­at­ed sole­ly pur­suant to the pro­vi­sions of Geor­gia Code Sec­tion 46–3‑401. Not in con­flict with, or in lieu of, but rather as sup­ple­men­tary to such pro­vi­sions, such a trans­ac­tion may not be autho­rized except in con­for­mi­ty and com­pli­ance with the fol­low­ing:

 

    • If the Board looks with favor upon any pro­pos­al for any such trans­ac­tion, it shall first appoint three (3) apprais­ers each of whom is inde­pen­dent of the Coop­er­a­tive and of the oth­er two and is expert in elec­tric util­i­ty prop­er­ty eval­u­a­tions, and com­mis­sion them, sep­a­rate­ly, to study, appraise and eval­u­ate such assets and prop­er­ties, includ­ing their going con­cern val­ue and the val­ues asso­ci­at­ed with the right of the mem­bers to par­tic­i­pate in the own­er­ship and con­trol of the Coop­er­a­tive. Such apprais­ers shall be instruct­ed to, and shall, take into account any oth­er fac­tors they may deem rel­e­vant in deter­min­ing the present mar­ket val­ue of such assets and prop­er­ties. With­in not more than six­ty (60) days after their appoint­ment and com­mis­sion, each apprais­er shall ren­der his high­est deter­mi­na­tion of such present val­ue. The Board shall not rec­om­mend and sub­mit any pro­pos­al that with­in one (1) year thereto­fore or there­after it shall have received for such a transaction–or, with­in one (1) year there­after, make any offer of such a transaction–for a con­sid­er­a­tion that is less than the high­est such deter­mi­na­tion ren­dered by apprais­ers; nor shall it, fol­low­ing the expi­ra­tion of one (1) year there­after, make such a rec­om­men­da­tion or offer with­out, again, first com­ply­ing with the fore­go­ing appraisal require­ments.

 

    • If, after receiv­ing such appraisals, the Board resolves to pur­sue the mat­ter fur­ther, it may, in its sole dis­cre­tion, trans­mit the appraisals, togeth­er with any under­ly­ing data and infor­ma­tion that may have accom­pa­nied them, to any oth­er elec­tric mem­ber­ship cor­po­ra­tion cor­po­rate­ly sit­ed and oper­at­ing in Geor­gia and invite it to sub­mit com­pet­ing or alter­na­tive pro­pos­als, includ­ing pro­pos­als to merge or con­sol­i­date with the Coop­er­a­tive.

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Such appraisals shall also be accom­pa­nied by any pro­pos­al for such a trans­ac­tion received by the Coop­er­a­tive with­in one (1) year pri­or to the receipt of the last appraisal or received sub­se­quent there­to but pri­or to the adop­tion of such res­o­lu­tion; PROVIDED, only the most recent pro­pos­al from an enti­ty that has made two or more pro­pos­als need be so trans­mit­ted. Such oth­er elec­tric mem­ber­ship cor­po­ra­tions will be giv­en at least six­ty (60) days with­in which to sub­mit com­pet­ing or alter­na­tive pro­pos­als, and they shall be noti­fied in such trans­mit­tal of the actu­al final date for such sub­mis­sions.

 

    • If, after such date, the Board so resolves, it shall rec­om­mend and sub­mit to the mem­bers (A) a pro­pos­al for such a trans­ac­tion or (B) a pro­pos­al to merge or con­sol­i­date the Coop­er­a­tive with one or more oth­er elec­tric mem­ber­ship cor­po­ra­tions. The Board may rec­om­mend and sub­mit two or more such pro­pos­als in the alter­na­tive, in which case it shall spec­i­fy its pref­er­ence as to which shall be select­ed by the members—that is, first choice, sec­ond choice, etc.–and the order in which such alter­na­tives will be con­sid­ered and act­ed upon at the meet­ing. The Board shall accom­pa­ny its rec­om­mend­ed proposal(s) with ver­ba­tim copies of all com­pet­ing or alter­na­tive pro­pos­als it has received, togeth­er with all of the appraisals and any under­ly­ing data and infor­ma­tion that may have accom­pa­nied such appraisals. The Board shall sub­mit such rec­om­men­da­tion and infor­ma­tion to the mem­bers and shall at the same time call and give notice of a spe­cial meet­ing of the mem­bers there­on or, if it so deter­mines, noti­fy the mem­bers that the mat­ter will be con­sid­ered and act­ed upon at the ensur­ing annu­al mem­ber meet­ing, in either case stat­ing in detail each of any such pro­pos­als. The spe­cial or annu­al meet­ing shall be held not soon­er than nine­ty (90) days after the giv­ing of such notice there­of.

 

    • Any fifty (50) or more mem­bers of the Coop­er­a­tive may, over their respec­tive sig­na­tures and with­in not less than forty-five (45) days pri­or to the date of such mem­ber meet­ing, peti­tion the Coop­er­a­tive to mail to all of the Cooperative’s mem­bers any state­ment of oppo­si­tion to the Board’s rec­om­men­da­tion and/or of their own rec­om­men­da­tion that a com­pet­ing or alter­na­tive pro­pos­al, which may be or include a propo­si­tion to merge or con­sol­i­date the Coop­er­a­tive with one or more oth­er elec­tric mem­ber­ship cor­po­ra­tions, be sub­mit­ted to and act­ed upon by the mem­bers at such meet­ing, in which event the Board shall cause a print­ed copy of the peti­tion, includ­ing the print­ing of the names of the mem­ber sig­na­to­ries there­of, togeth­er with a print­ed copy of the state­ment, to be trans­mit­ted to all of the Cooperative’s mem­bers via the Unit­ed States mail not less than twen­ty-five (25) days pri­or to such mem­ber meet­ing, with the cost of such print­ing and mail­ing to be borne by the Coop­er­a­tive. When so mailed, such peti­tion and state­ment shall con­sti­tute suf­fi­cient notice of any such com­pet­ing or alter­na­tive pro­pos­al for the same to be con­sid­ered and act­ed upon at such meet­ing. The meet­ing shall first con­sid­er and act upon the recommendation(s) of the Board. If two or more alter­na­tive such rec­om­men­da­tions have been made by the Board, they shall be con­sid­ered and act­ed upon in the order spec­i­fied by the Board. If

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the mem­bers fail to approve any Board-rec­om­mend­ed pro­pos­al; they shall then con­sid­er and act upon the com­pet­ing, alter­na­tive proposal(s) which have, by peti­tion, been sub­mit­ted by the mem­bers, in the order in which they were received, if two or more such pro­pos­als have been sub­mit­ted, or in the order of pri­or­i­ty spec­i­fied in a peti­tion. The mem­bers may take such action on such proposal(s) as may be legal­ly avail­able to them.

 

  • No offer of such a trans­ac­tion, whether made to or by the Board, shall be valid or, if made and accept­ed, enforce­able unless the total con­sid­er­a­tion to be paid or oth­er­wise fur­nished there­fore, to the extent that the same is in excess of the amounts nec­es­sary to dis­charge or to pro­vide for the dis­charge of all of the Cooperative’s debts, oblig­a­tions and lia­bil­i­ties, shall be dis­trib­uted to or, if such be the case, allo­cat­ed and assigned to the patrons or for­mer patrons of the Coop­er­a­tive in the man­ner pro­vid­ed for in the Arti­cles of Incor­po­ra­tion, Bylaws or applic­a­ble law.

 

  • Nei­ther sub­sec­tion (a) or (b) of this Sec­tion 1 shall apply to a Board-rec­om­mend­ed legal merg­er or con­sol­i­da­tion of the Coop­er­a­tive with one or more oth­er elec­tric mem­ber­ship cor­po­ra­tions, or to a sale, exchange or trans­fer if such is in the nature of a forced sale for the rea­son that the pur­chas­er pos­sess­es and oth­er­wise would exer­cise a legal right to acquire, dam­age, relo­cate, remove or destroy such prop­er­ty and assets by con­dem­na­tion or oth­er­wise with­out the Cooperative’s con­sent. Sub­sec­tion (b) shall not apply to a Board-rec­om­mend­ed trans­ac­tion if the sub­stan­tive, although not tech­ni­cal­ly legal, effect there­of is to merge or con­sol­i­date the Coop­er­a­tive with one or more oth­er elec­tric mem­ber­ship cor­po­ra­tions.

 

 

SECTION 2. Distribution of Surplus Assets on Dissolution.

 

Upon the Cooperative’s dis­so­lu­tion, any assets remain­ing after all lia­bil­i­ties or oblig­a­tions of the Coop­er­a­tive have been sat­is­fied and dis­charged shall, to the extent prac­ti­ca­ble as deter­mined by the Board and not incon­sis­tent­ly with the pro­vi­sions of Arti­cle VII, Sec­tion 2 of these Bylaws, be dis­trib­uted with­out pri­or­i­ty but on a patron­age basis among all per­sons who are or who have been mem­bers of the Coop­er­a­tive for any peri­od dur­ing its exis­tence; PROVIDED, how­ev­er, if in the judg­ment of the Board the amount of such sur­plus is too small to jus­ti­fy the expense of mak­ing such dis­tri­b­u­tion, the Board may, in lieu there­of, donate, or pro­vide for the dona­tion of, such sur­plus to one or more non­prof­it char­i­ta­ble or edu­ca­tion­al orga­ni­za­tions that are exempt from Fed­er­al income tax­a­tion.

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ARTICLE IX SEAL

 

The cor­po­rate seal of the Coop­er­a­tive shall have inscribed there­on the name of the Coop­er­a­tive and the words “Cor­po­rate Seal (99 Geor­gia)”.

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ARTICLE X FINANCIAL TRANSACTIONS

 

SECTION 1. Contracts.

 

Except as oth­er­wise pro­vid­ed in these Bylaws, the Board may autho­rize any offi­cer or offi­cers, agent or agents to enter into any con­tract or exe­cute and deliv­er any instru­ment in the name and on behalf of the Coop­er­a­tive, and such author­i­ty may be gen­er­al or con­fined to spe­cif­ic instances.

 

 

SECTION 2. Checks, Drafts, etc.

 

All checks, drafts, or oth­er orders for the pay­ment of mon­ey, and all notes, bonds or oth­er evi­dences of indebt­ed­ness issued in the name of the Coop­er­a­tive shall be signed and/or coun­ter­signed by such offi­cer or offi­cers, agent or agents, employ­ee or employ­ees of the Coop­er­a­tive and in such man­ner as shall from time to time be deter­mined by res­o­lu­tion of the Board.

 

 

SECTION 3. Deposits.

 

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

 

 

SECTION 4. Change in Rates.

 

Writ­ten notice shall be giv­en to the Admin­is­tra­tor of the Rur­al Util­i­ties Ser­vice not less than nine­ty days pri­or to the date upon which any pro­posed change in rates charged by the Coop­er­a­tive for elec­tric ener­gy becomes effec­tive.

 

 

SECTION 5. Fiscal Year.

 

The fis­cal year of the Coop­er­a­tive shall begin on the first day of Jan­u­ary of each year and shall end on the thir­ty-first day of Decem­ber of the same year.

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ARTICLE XI MISCELLANEOUS

 

SECTION 1. Membership in Other Organizations.

 

The Coop­er­a­tive shall not become a mem­ber of or pur­chase stock in any oth­er orga­ni­za­tion with­out an affir­ma­tive vote of the mem­bers at a duly held meet­ing, the notice of which shall spec­i­fy that action is to be tak­en upon such pro­posed mem­ber­ship or stock pur­chase, pro­vid­ed, how­ev­er, that the Coop­er­a­tive may upon the autho­riza­tion of the Board, pur­chase stock in or become a mem­ber of any cor­po­ra­tion or orga­ni­za­tion orga­nized for the pur­pose of engag­ing in or fur­ther­ing the cause of rur­al elec­tri­fi­ca­tion, or with the approval of the Admin­is­tra­tor of the Rur­al Util­i­ties Ser­vice, of any oth­er cor­po­ra­tion.

 

 

SECTION 2. Waiver of Notice.

 

Any mem­ber or board mem­ber may waive in writ­ing any notice of a meet­ing required to be giv­en by these Bylaws. The atten­dance of a mem­ber or board mem­ber at any meet­ing shall con­sti­tute a waiv­er of notice of such meet­ing by such mem­ber or board mem­ber, except in case a mem­ber or board mem­ber shall attend a meet­ing for the express pur­pose of object­ing to the trans­ac­tion of any busi­ness on the ground that the meet­ing has not been law­ful­ly called or con­vened.

 

 

SECTION 3. Rules, Regulations, Rate Schedules and Contracts.

 

The Board of Direc­tors shall have pow­er to make, adopt, amend, abol­ish or pro­mul­gate such rules, reg­u­la­tions, rate clas­si­fi­ca­tions, rate sched­ules, con­tracts, secu­ri­ty deposits and any oth­er types of deposits, pay­ments or charges, includ­ing con­tri­bu­tions in aid of con­struc­tion, not incon­sis­tent with law or the Coop­er­a­tive’s Arti­cles of Incor­po­ra­tion or Bylaws, as it may deem advis­able for the man­age­ment, admin­is­tra­tion and reg­u­la­tion of the busi­ness and affairs of the Coop­er­a­tive.

 

 

SECTION 4. Accounting System and Reports.

 

The Board shall cause to be estab­lished and main­tained a com­plete account­ing sys­tem which, among oth­er things, and sub­ject to applic­a­ble laws and rules and reg­u­la­tions of any reg­u­la­to­ry body, shall con­form to such account­ing sys­tem as may from time to time be des­ig­nat­ed by the Admin­is­tra­tor of the Rur­al Util­i­ties Ser­vice. The Board shall also after the close of each fis­cal year cause to be made by a cer­ti­fied pub­lic accoun­tant a full and com­plete audit of the accounts, books and finan­cial con­di­tion of the Coop­er­a­tive as of the end of such fis­cal year. A report of such audit shall be sub­mit­ted to the mem­bers at the next fol­low­ing annu­al meet­ing.

 

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SECTION 5. 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 (a) desire such ser­vice and (b) meet all rea­son­able require­ments estab­lished by the Coop­er­a­tive as a con­di­tion of such ser­vice.

 

 

SECTION 6. Indemnification.

 

The Coop­er­a­tive shall indem­ni­fy direc­tors, offi­cers, includ­ing the Gen­er­al Man­ag­er (and/or if so titled, the Chief Exec­u­tive Offi­cer), employ­ees and agents and may pur­chase insur­ance to cov­er such indem­ni­fi­ca­tion as pro­vid­ed in GA. Code Sec­tion 46–3‑306.

 

 

SECTION 7. Subscription to “Georgia Magazine”.

 

The Board of Direc­tors shall be empow­ered and autho­rized, on behalf of and for cir­cu­la­tion to the mem­bers peri­od­i­cal­ly, to sub­scribe to “Geor­gia Mag­a­zine,” at the annu­al sub­scrip­tion price of $6 per mem­ber for which shall be paid by the Coop­er­a­tive, and this amount shall be deduct­ed from any funds accru­ing in favor of such mem­bers, so as to reduce such funds in the same man­ner as would any oth­er expense of the Coop­er­a­tive.

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ARTICLE XII AMENDMENTS

 

The Bylaws may be altered or amend­ed by the affir­ma­tive vote of not less than two-thirds (2/3) of the mem­bers or the Board at any reg­u­lar or spe­cial meet­ing except that Bylaws affect­ing elec­tion of Board of Direc­tors and call­ing of reg­u­lar and spe­cial meet­ings of the mem­bers of the Coop­er­a­tive may only be adopt­ed or amend­ed by a major­i­ty vote of the mem­bers present at a reg­u­lar or spe­cial meet­ing. A copy of these Bylaws shall be made avail­able to any mem­ber upon request by such mem­ber. Notices of meet­ings at which amend­ments to the Bylaws are to be act­ed on either by the Board or the mem­bers shall con­tain a copy of the pro­posed autho­riza­tion, amend­ment or repeal.

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