Article IV
Trustees
Section 4.01. Number and General Powers. The business and affairs of the Cooperative shall be managed by a Board of nine (9) Trustees. The Board shall exercise all of the powers of the Cooperative except as are by law or by the Cooperative’s Articles of Incorporation or Bylaws conferred upon or reserved to the Members.
Article IV
Trustees
Section 4.02. Qualifications. No person shall be eligible to become or remain a Trustee of the Cooperative who is a close relative of an incumbent Trustee or of an employee of the Cooperative or is not a Member in good standing of the Cooperative and receiving service therefrom at Member’s primary residential abode: PROVIDED, that the operating or chief executive of any Member which is not a natural person, such as a corporation, church, etc., or designee, shall, notwithstanding that such person does not receive service from the Cooperative at Member’s primary residential abode, be eligible to become a Trustee, from the Trustee District in which such designee (1) is in substantial permanent occupancy, direction or use of the premises served by the Cooperative, and (2) is a permanent and year-round resident within or in close proximity to an area served by the Cooperative; BUT PROVIDED FURTHER, that no more than one (1) such person may serve on the Board of Trustees at the same time. No person shall be eligible to become or remain a Trustee of, or to hold any other position of trust in, the Cooperative who is not at least eighteen (18) years of age or is in any way employed by or financially interested in a competing enterprise. Upon establishment of the fact that a nominee for Trustee lacks eligibility under this Section or as may be provided elsewhere in these Bylaws, it shall be the duty of the Chairman presiding at the meeting at which such nominee would otherwise be voted upon to disqualify such nominee. Upon the establishment of the fact that any person being considered for, or already holding a Trusteeship or other position of trust in the Cooperative lacks eligibility under this Section, it shall be the duty of the Board of Trustees to withhold such position from such person, or to cause such person to be removed therefrom, as the case may be. Nothing contained in this Section shall or shall be construed to, affect in any manner whatever the validity of any action taken at any meeting of the Board of Trustees, unless a Trustee has failed to disclose Trustee’s interest in the action, failed to abstain from the vote on it, and the action is unfair to the Cooperative.
Article IV
Trustees
Section 4.06. Nominations. It shall be the duty of the Board of Trustees to appoint, more than ninety (90) days before the date of a meeting of the Members at which Board Trustees are to be elected, a committee on Election and Credentials consisting of not less than five (5) nor more than nine (9) Members with at least one (1) Member from each district from which a Trustee is to be elected. No employee, Trustee, Officer, known candidate, or close relative (as hereinafter defined) of any of the above, may serve on such committee. The purpose of the committee is to review the qualifications of petitioning nominees and to conduct the election of
Trustees. To be nominated by petition, a candidate for Trustee must file a petition for nomination signed by at least twenty-five (25) Members, but not more than fifty (50) Members. Signatures may come from the entire Cooperative Membership. A joint Membership constitutes only one Member. Nominations by petition must be picked up and filed not more than ninety (90) days nor less than forty-five (45) days before the date of a meeting of the Members at which Trustees are to be elected. The Election and Credentials Committee, or subcommittee of same, must meet to determine if the candidates meet the qualifications for Trustee. Upon establishment of the fact that a nominee for Trustee lacks eligibility under these Bylaws, it shall be the duty of the Election and Credentials Committee to disqualify such nominee. If there are no nominations by Petition for Trustee in any district in which a Trustee is to be elected, it is the duty of the Board of Trustees to appoint a Member to serve in that position. At least thirty (30) days prior to the meeting of Members, the Election and Credentials Committee shall certify a list of nominees for Trustee to the Secretary. The Secretary shall then post at the principal office of the Cooperative, at least thirty (30) days prior to the meeting of Members, a list of the nominations for Trustee to be elected, listing separately the nominee(s) for each Trustee district. The Secretary shall also be responsible for mailing, with the Notice of Meeting or separately, but at least five (5) days before the date of the meeting, a statement of the number of Board Members to be elected and the names and addresses of the nominees. No nominations may be made from the floor. Nominees’ names from the same district may be rotated on the ballot so that each nominee’s name is on the ballot in the same position as equal number of times as possible. Notwithstanding anything in this section contained, failure to comply with any of the provisions of this section shall not affect in any manner whatsoever the validity of any election 6 of Trustee. The Election and Credentials Committee shall elect its own chairman and secretary at its initial meeting. It shall be the responsibility of the committee to establish or approve the manner of conducting any ballot or other voting, to pass upon all questions that may arise with respect to registration of Members in person, to count all ballots or other votes cast in any election or in any other manner, to rule upon the effect of any ballots or other votes irregularly or indecisively marked or cast, to rule upon all questions that may arise relating to Member voting in the election of Trustees and to pass upon any protest filed with respect to election or to conduct effecting the result of the election. In exercising the responsibility, the committee shall have available to it the advice of counsel provided by the Cooperative. In the event a protest or objection is filed concerning any election, such protest or objection must be filed not more than three (3) business days following the adjournment of the meeting in which the voting is conducted. The committee shall thereupon be reconvened, upon notice from its chairman, not less than seven (7) days after such protest or objection is filed. The committee shall hear such evidence as is presented by the protestor(s) or objector(s), who may be heard in person, by counsel, or both, and any opposing evidence; and the committee, by a vote of a majority of those present and voting, shall, within a reasonable time but not later than thirty (30) days after such hearing, render its decision, the result of which may be to affirm the election, to change the outcome thereof, or to set aside. The committee’s decision (as reflected by a majority of those actually present and voting) on all matters covered by this Section shall be final. The committee may not affirmatively act on any matter unless a majority of the committee is present.
Article IV
Trustees
Section 4.03. Election. At each Annual Meeting of the Members, Trustees shall be elected by secret written ballot by the Members and, except as provided in the first provision of Section 4.02 of these Bylaws, from among those Members who are natural persons: PROVIDED, that, when the number of nominees does not exceed the number of Trustees to be elected from a particular Trustee District, and if there is no objection, secret written balloting may be dispensed with in respect of that particular election and voting may be conducted in any other proper manner. Trustees shall be elected by a plurality of the votes cast unless the Members, prior to the balloting, resolve that a majority of the votes cast shall be required to elect, and this Bylaw provision shall be brought to their attention and explained prior to any balloting. Drawing by lot shall resolve, when necessary, any tie votes.
Section 4.04. Tenure. Trustees shall be so appointed or elected that one Trustee from each Trustee District shall be elected for a three-year term at each Annual Member Meeting. Upon their election, Trustees shall, subject to the provisions of these Bylaws with respect to the removal of Trustees, serve until the Annual Meeting of the Members of the year in which their term expires or until their successors shall have been elected and shall have qualified. If for any reason an election of Trustees shall not be held at an Annual Meeting of the Members duly fixed and called pursuant to these Bylaws, such election may be held at an adjournment of
such meeting or at a subsequently held special or the next Annual Meeting of the Members. Failure of an election for a given year shall allow the incumbents whose Trusteeships would have been voted on to hold over only until the next Member meeting at which a quorum is present.
Section 4.05. Trustee District. The territory served by the Cooperative shall be divided into three (3) Trustee Districts. Each District
shall be represented by three (3) Trustees, and the Districts are described as follows: DISTRICT 1 shall include Members located in the following Cooperative map numbers: A6, A7, B5, B6, B7, C5, C6, C7, D4, D5, and D6. DISTRICT 2 shall include Members located in the following Cooperative map numbers: B1, B2, B3, B4, C1, C3, and C4. DISTRICT 3 shall include Members located in the following Cooperative map numbers: C2, D1, D2, D3, E1 and E2. If the Cooperative should extend its service into an area not included in any of the foregoing Districts, the Board of Trustees shall provide by resolution for such area to become a part of one of said Districts. By resolution, the Board of Trustees may change the boundaries of the Districts as herein established, provided it does not displace any currently elected trustee.
Section 4.07. Voting for Trustees; Validity of Board Action. In the election of Trustees, each Member shall be entitled to cast the number of votes (but not cumulatively) which corresponds to the total number of Trustees to be elected, but no Member may vote for more nominees than the number of Trustees that are to be elected from or with respect to any particular Trustee District. Ballots marked in violation of the foregoing restriction with respect to one or more Trustee Districts shall be invalid
and shall not be counted with respect to such District or Districts. Notwithstanding the provisions contained in this Section, failure to comply with any of such provisions shall not affect in any manner whatsoever the validity of any action taken by the Board of Trustees after the election of Trustees.
Section 4.08. Removal of Trustees. Any Member may bring charges for cause against a Board Member and, by filing with the Secretary such charges in writing together with a petition signed by at least ten (10) percentum of the Members may request the removal of such a Board Member by reason thereof. The charging Member shall present evidence to the Board, which shall decide by majority vote, excluding the charged Member, if there is sufficient cause to justify calling a special meeting of the Members. The question of the removal of a Board Member shall not be voted on by the Members at all unless some substantial evidence in support of the charge or charges against such Board Member shall have been presented to the Board through oral testimony, documents or otherwise. Such Board Member or Members shall be informed in writing of the charges at least twenty (20) 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 to the charges; and the person or persons bringing the charges against such Board Member shall have the same opportunity. If there is such evidence, then the question of removal of such Board Member shall be considered and voted upon at the meeting of the Members. An affirmative vote of two-thirds of the votes present and voted shall be required to remove the Board Member. No Board Member shall be removed at a meeting of Members entitled to vote, unless the written notice of such meeting is delivered to all Members entitled to vote on removal of Board Members. Such notice shall state that a purpose of the meeting is to vote upon the removal of one or more Board Member(s) named in the notice. Only the named Board Member or Members may be removed at such meeting. 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. A newly elected Trustee shall be from, or with respect to, the same district as was the removed Trustee and shall serve the unexpired portion of the removed Trustee’s term.
Section 4.09. Vacancies. Subject to the provisions of these Bylaws with respect to the filling of vacancies caused by the removal of Trustees by the Members, a vacancy occurring in the Board of Trustees shall be filled by the Board of Trustees. A Trustee thus elected shall serve out the unexpired term of the Trustee whose office was originally vacated and until a successor is elected and qualified: PROVIDED, that such a Trustee shall be from the same Trustee District as was the Trustee whose office was vacated.
Section 4.10. Compensation; Expenses. Trustees shall, as determined by a resolution of the Board of Trustees, receive on a per diem basis, a fixed fee, which may include insurance benefits (a) for attending meetings of the Board of Trustees and (b) with prior approval of the Board of Trustees, for the performance of other Cooperative business. Trustees shall also receive advancement or reimbursement of any travel and out-of-pocket expenses actually, necessarily and reasonably incurred. No Trustee shall receive compensation for serving the Cooperative in any other capacity, nor shall any close relative of a Trustee receive compensation for serving the Cooperative, unless the payment and amount of such compensation shall be specifically authorized by a vote of the Members or such payment and amount shall be specifically authorized by the Board of Trustees upon their certification of such as an emergency measure: PROVIDED, that a Trustee who is also an Officer of the Cooperative and who as such Officer performs regular or periodic duties of a substantial nature for the Cooperative in its fiscal affairs, may be compensated in such amount as shall be fixed and authorized in advance of such service by the Board of Trustees.
Section 4.11. Rules, Regulations, Rate Schedules and Contracts.
The Board of Trustees shall have power to make, adopt, amend, abolish and promulgate such rules, regulations, 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 4.12. Accounting System and Reports. The Board of Trustees shall cause to be established and maintained a complete accounting system of the Cooperative’s financial operations and condition, and shall, after the close of each fiscal year, cause to be made a full, complete and independent audit of the Cooperative’s accounts, books and records reflecting financial operations during, and financial condition as of the end of such year. A full and accurate summary of such audit reports shall be submitted to the Members at or prior to the succeeding Annual Meeting of the Members. The Board may authorize special audits, complete or partial, at any time and for any specified period of time.
Section 4.13. Subscription to Cooperative’s Newsletter. Payment for service shall include, for each Member, a subscription to any publication of the Cooperative.
Section 4.14. “Close Relative” Defined. As used in these Bylaws, “close relative” means a person who, by blood or in law, including step and adoptive kin, is either a spouse, child, grandchild, parent, grandparent, brother, sister, aunt, uncle, nephew or niece of the principal.