Page 24 - Member Handbook

otherwise publicized no less than six (6) months before the the the date of the the the Annual Member Meeting The ballot mailing deadline shall be be be posted posted on on on the the the Cooperative’s web site at at least three (3) months before the the the deadline and shall remain posted posted until after the the the election A mailed notice of a a a a a a a a a Member Meeting is delivered when deposited in in the United States mail mail with prepaid postage affixed and addressed to to a a a a a a a Member Member Member Member at at the the the Member’s address on the the the records of of of the the the Cooperative The failure of of of a a a a a a a Member Member Member Member to to receive notice of of of a a a a a a a Member Member Member Member Meeting Meeting does not affect an action taken at the Member Meeting Meeting Section 3 4 FIXING OF RECORD DATE For purpose of of determining members entitled to to notice of of or or to to vote at any Member Meeting or or or or in in in in order to make a a a a a a a a a a a determination of Members for any other purpose the the the Board may fix in in in in advance a a a a a a a a a a a date as the the the record date date for any any such such determination of of Members such such date date in in in any any case case to be be be not more than seventy (70) days and in in in case case of of a a a a a a a a a a a Member Member Meeting not less than ten (10) days prior to to the the date on on on which the the particular action requiring such determination of Members is to to be be taken If no no record date date is fixed for the the determination of of Members entitled to to notice of of or or or to to vote at at at at a a a a a a Member Member Meeting the the date date on on which notice of of the the meeting is mailed shall shall be be the the record record date date for such such determination of of Members Any such such record record date date shall shall apply
to to an adjournment of the the the Member Meeting unless the the the Board fixes a a a a a a a new record date which it shall do if the the the meeting is adjourned to to a a a a a a a a date date date more than one hundred twenty (120) days after the the date date date fixed for for the the original Member Meeting The record date date date for for determining Members Members entitled to demand a a a a a a a Special Member Member Member Meeting shall be be be be the the date of of the the earliest of of any submitted Membership Petition for which the the the meeting is is called After fixing the the the record date the the the Cooperative will prepare a a a a a Membership List for such Member Member Meeting Section 3 5 5 QUORUM At all Member Member Member Meetings a a a a quorum of Members Members is fifty (50) Members Members entitled to vote on on a a a a matter voting in in in person or or or by by Mail Mail Ballot Ballot (“Member Quorum”) Further Members voting by by Mail Mail Ballot Ballot shall be be be be counted toward the the Member Member Member Quorum Quorum with respect to the the the matter voted upon in in the the the Mail Ballot If less than the the the Member Member Quorum is present at at a a a a a a a a Member Member Meeting a a a a a a a a majority of those Members present may adjourn the the meeting from time time to time time without further notice The registration records will constitute proof of of a Member Quorum Section 3 6 ORDER OF BUSINESS The Order of of of Business for all all meetings of of of Members shall be be determined by the President of of of the the Board of Directors All Member Member Meetings are open to to the the Members consumers and news media Section 3 7 VOTING Each eligible Member Member shall be be be entitled to to one (1) vote vote upon each matter submitted to to a a a a a a a vote vote at at a a a a a a a Member Member Meeting Meeting At all all all Member Member Meetings at which there is Member Member Quorum all all all questions shall be be be decided by a a a a a a a vote of of a a a a a a a majority of of the the Members voting voting thereon except as otherwise provided by by by Law the the the the Articles and these Bylaws Voting by by by proxy or by by by cumulative voting voting is prohibited Section 3 8 MAIL BALLOT A A A Member Member may vote or act by by mail on on on on any matter in in conjunction with a a a a a a Member Member Meeting by by the Cooperative delivering or providing access to to to a a a a a a a a a written mail ballot (“Mail Ballot”) to to to each Member entitled to to to vote on the matter A Member Member submitting a a a a a a a a a a completed Mail Mail Ballot Ballot may not vote at at the the Member Member Meeting regarding a a a a a a a a a a matter described in in in in the the Mail Mail Ballot Ballot The Cooperative will count as a a a a a a a a a Member’s vote a a a a a a a a a properly completed Mail Ballot received on or or before the the time and date stated in the the Mail Mail Ballot Ballot Except as may may otherwise provided by by the the the Board a a a a a a a a a a Member may may not revoke a a a a a a a a a a completed Mail Mail Ballot Ballot received by by the the the Cooperative A Member’s failure to receive a a a a a a a a a a a Mail Mail Ballot Ballot does not affect a a a a a a a a a a a vote or action taken by Mail Mail Ballot Ballot ARTICLE 4 – DIRECTORS Section 4 1 GENERAL POWERS The business and affairs of the the Cooperative shall shall be managed by the the Board which shall:
(a) exercise all the the the the powers of the the the the Cooperative except such as are by Law the the the the Articles or or these Bylaws conferred upon or or reserved to the Members (b) appoint a a a a a Chief Chief Executive Executive Officer Officer who will reside within the the Service Area The Chief Chief Executive Executive Officer Officer shall be the the principal
administrative officer o of of the the the the Cooperative Cooperative and shall be accountable to the the the the Board for the the the the operations o of of the the the the Cooperative Cooperative The Chief Executive Officer shall shall perform such such duties as the Board may from time time to time time require and shall shall have such such authority as the Board from time time to time time vests in such Chief Executive Officer (c) make diligent effort to to see that electric service service is extended to to Persons within the Service Area who desire such service service and meet all reasonable requirements established by the Cooperative as as a a a a a a a condition of such service Section 4 2 POLICIES RULES AND REGULATIONS The Board shall have power to make and and adopt such policies rules and and regulations not inconsistent with Law the the the the Articles or or these Bylaws as it it may deem advisable for the the the the management of the the the the business and affairs of the Cooperative Section 4 3 QUALIFICATIONS To become and remain a a a a a a member of the the Board (a “Director”) a a a a a a person must comply with the the following qualifications (the “Director Qualifications”):
(a) be an individual at least 21 years of age (b) be be be a a a a a a a a a a a a Member Member of of the Cooperative in in his or or her individual capacity and and not as an an an authorized representative of of a a a a a a a a a a a a Member Member and and meet the the the the residency requirements in in in the the the the current policy set by the the the the Board as as of the the the the deadline date for submitting a a a a a a a petition as as a a a a a a a candidate and and maintain residency during the term of o office (c) may not have been an employee of of the Cooperative for for a a a a a a a a period of of three years immediately before becoming a a a a a a a a Director (d) if such person is a a a a a former employee of the the Cooperative Cooperative must be eligible for for re-hire under the the Cooperative’s standard
employment policies (e) while serving as a a a a a a a Director may may not not be be employed employed by by the the Cooperative in in any position and may may not not be be employed employed by by the the Cooperative Cooperative Cooperative Cooperative or or or an entity controlled by the the Cooperative Cooperative Cooperative Cooperative or or or in in which the the Cooperative Cooperative Cooperative Cooperative owns a a a a a a a majority interest (“Cooperative
Subsidiary”) for a a a a a a period of three years after leaving the Board (f) while serving on the the Board may not be a a a a a a a a relative of of an employee of of the the Cooperative Cooperative or or Cooperative Cooperative Subsidiary (for purposes
of of this section “relative” is is defined as a a a a a a spouse spouse sibling sibling parent parent child child or or the spouse spouse of of a a a a a a sibling sibling parent parent or or child) (g) while a a a a a a Director Director and during the five (5) years immediately before becoming a a a a a a Director Director not be be be convicted of or or or or or plead guilty or or or or or no contest to to a a a a a a felony or or or to to any crime involving fraud or or or dishonesty computer misuse gambling immorality weapons financial matters of any kind (h) while a a a a a a a Director Director and during the three (3) years immediately before becoming a a a a a a a Director Director not have filed a a a a a a a petition for for bankruptcy bankruptcy or or or commenced commenced proceedings proceedings relating relating to bankruptcy bankruptcy or or or had commenced commenced against him or or or her proceedings proceedings relating relating