Bylaws and Changes
Review 2024 Changes to the Bylaws
AMENDED AND RESTATED BYLAWS OF
COOPERATIVE ASSOCIATION, INC.
As Amended March 22, 2018
AMENDED AND RESTATED BYLAWS OF
THE DONIPHAN ELECTRIC COOPERATIVE ASSOCIATION, INC.
SECTION 1. Requirements for Membership. Any person, firm, association, corporation, or body politic or subdivision thereof legally authorized to enter into a mutual legally binding contract for electric service may become a Member of Doniphan Electric Cooperative Association, Inc. (hereinafter called the “Cooperative”) upon receipt of electric service from the Cooperative and such person or entity has:
- Made application for membership and service under such conditions and terms as may be prescribed by the Board of Trustees (“Board”), such application to be accompanied by any required membership fee, security deposit, contribution in aid of construction, and supplemental contract as determined by these Bylaws and the policies of the Cooperative;
- Agreed to purchase from the Cooperative electric energy as hereinafter specified;
- Agreed to comply with and be bound by the Articles of Incorporation and Bylaws of the Cooperative and any Rules and Regulations adopted by the Board;
- Upon being requested, execute and deliver to the Cooperative without charge, easements of right-of-way over, on and under such lands owned or leased by or mortgaged to the Member, and in accordance with such reasonable terms and conditions as the Cooperative shall requite for purposes included, but not limited to: (a) the furnishing of electric service to him or it or other Members; (b) for the construction, operation, maintenance or relocation of the Cooperative’s electric equipment and facilities that provide or assist the Cooperative in providing electric service; or (c) authorizing, satisfying or facilitating an obligation incurred, or right granted, by the Cooperative regarding use of structures, facilities, easements, or other goods or property owned, controlled, operated, or furnished by the Cooperative; and
- Satisfied all other conditions established for membership by the Board.
Each Member agrees that the Cooperative’s provision of electric service to such Member is just and adequate compensation for any easements granted pursuant to this Section l.
No Member may hold more than one membership in the Cooperative, and no membership in the Cooperative shall be transferable, except as provided in these Bylaws.
SECTION 3. Joint Membership. 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. The term “joint membership” as used in these Bylaws shall mean a husband and wife who have applied jointly for electric service, each of whom has individually executed the application for membership and each of whom meets the requirements set forth in Section 1 of this Article. The term “joint member” as used in these Bylaws shall refer to either the husband or wife collectively holding a joint membership. Without limiting the generality of the foregoing, the effect of the hereinafter specified actions by or in respect to 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 have the effect of revoking a proxy executed by either or both and of constituting a joint waiver of notice of the meeting;
- The vote of either separately or both jointly shall constitute one vote;
- A proxy executed by either or both shall constitute one joint proxy;
- A waiver of notice signed by either or both shall constitute one waiver;
- Notice to either shall constitute notice to both;
- Expulsion of either shall constitute the expulsion of both for the purpose of Section 6 of this Article;
- Withdrawal of either shall constitute withdrawal of both for the purpose of Section 6 of this Article; and
- Either but not both may be elected or appointed as an officer or trustee provided that both meet the qualifications for such office.
SECTION 4. Membership Fees. The membership fee shall be established by the Board. A security deposit will be required according to the Rules and Regulations of the Cooperative. Upon the payment of both the membership fee and the security deposit, the Member will be eligible for one service connection.
SECTION 5. Purchase of Electric Energy: Fitness of Premises,
- The Cooperative shall use its best efforts to furnish its Members with adequate and dependable electric service, although it cannot and does not guarantee a continuous and uninterrupted supply thereof; and each Member, for so long as such premises are owned or directly occupied or used by such Member, shall: (l) purchase from the Cooperative all electric energy, capacity, and distribution service for use on all premises to which electric service has been furnished by the Cooperative pursuant to such Member’s membership, unless temporarily prevented from receiving electric service for causes reasonably beyond the control of the Member; and (2) pay all amounts owed for electric service at the times, and in accordance with the rules, regulations, and rate schedules (including any monthly minimum amount that may be charged without regard to the amount of electric energy actually used) established by the Board. The Board may limit the amount of electric energy that the Cooperative shall be required to furnish to any one Member.
- When the Member has more than one service connection from the Cooperative, or other indebtedness owed to the Cooperative, any payment may be allocated and credited to the Member’s various service connections in whatever manner the Cooperative may determine, regardless of any attempt by the Member to dictate the method of allocation or credit.
- Each Member shall (1) cause all premises receiving electric service pursuant to his membership to become, and to remain wired in accordance with the specifications of the National Electric Code, any applicable local government ordinances, and of the Cooperative; (2) furnish a location for the Cooperative electrical facilities; (3) not interfere with Cooperative equipment and prevent others from doing so; (4) provide such protective devices as the Cooperative may require; and (5) allow reasonable access to its premises to Cooperative employees and contractors for the purposes of work associated with the provision of electric service to the Cooperative’s Members,
- Each Member shall have control and total responsibility for all electric wiring, apparatus, equipment and facilities beyond the point where the Cooperative’s service wires attach to the Member’s service entrance or, if no service entrance exists, to the Member’s wiring, Each Member shall be responsible for, and shall indemnify the Cooperative for any damages resulting from death, injury, loss or damage resulting from any defect in, or improper use of, or maintenance of, the Member’s premises, wiring, apparatus, equipment and facilities. In no event shall the responsibility of the Cooperative extend beyond the point at which its service wires are attached to the meter loop provided for measuring electricity used on such premises.
- Each Member shall make available to the Cooperative a suitable site, as determined by the Cooperative, to place the Cooperative’s physical facilities for the furnishing and metering of electric service and shall permit the Cooperative’s authorized employees, agents, and independent contractors to have access thereto at all reasonable times safely and without interference, for meter reading, bill collecting, and for inspection, maintenance, replacement, relocation, repair, or disconnection of such facilities. Each Member shall refrain from interfering with, impairing the operation of or causing damage to the Cooperative’s facilities located on the Member’s premises, and shall make reasonable efforts to prevent others from so doing. In the event such facilities are interfered with, impaired in their operation, or damaged by the Member or any contractor or invitee of such Member, the Member shall indemnify the Cooperative and its employees, agents and contractors against death, injury, loss, or damage resulting therefrom, including but not limited to, the Cooperative’s cost of repairing, replacing, or relocating any such facilities and its loss of revenues if any, resulting from the failure or defective functioning of its metering equipment.
SECTION 6. Membership Withdrawal, Suspension and Termination.
- A Member may withdraw from membership upon such generally applicable conditions as the Board shall prescribe, including but not limited to satisfying all obligations to the Cooperative, and upon either (1) ceasing to (or, with the approval of the Board, resigning his or its membership in favor of a new applicant who also shall own or directly occupy or use all premises being furnished electric service pursuant to his or its membership, or (2) except when the Board specifically waives such condition, abandoning totally and permanently the use of electric service on such premises.
- Membership in the Cooperative may, as determined by the Board, be terminated for the failure or refusal by a Member to comply with any of the provisions of the Articles of Incorporation, Bylaws or Rules and Regulations adopted by the Board, immediately upon such violation; provided, however, that the Board may, in its sole discretion, provide any such Member with written notice stating the nature of the violation and prescribing a specified time period within which to remedy such violation, Thereafter, upon the termination of such membership, such Member shall not be entitled to receive service, nor shall such Member be entitled to vote upon any matter at any special or general meeting of the membership or otherwise.
- Upon a Member’s failure, after the expiration of the initial time limit prescribed either in a specific notice to him, or in the Cooperative’s generally publicized applicable rules and regulations, to pay the amounts due the Cooperative, or to cease any other non-compliance with his membership obligations, a Member’s membership shall automatically be suspended; and such Member shall not during such suspension be entitled to receive electric service from the Cooperative, or to cast a vote at any meetings 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 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.
- Upon the failure of a suspended Member to be automatically reinstated to membership, as provided in Section 6(b) of this Article, he may, without further notice, but only after due hearing before the Board if such is requested by him in writing, be expelled by the affirmative votes of a majority of the total trustees in office at any subsequently held regular or special meeting of the Board, Any person so expelled may, by delivering written notice to that effect to the Cooperative at least ten (10) days prior to the next meeting of the Members, appeal to and be present and be heard at such meeting, at which the Members may vote approval of such expulsion or disapproval thereof, in which latter event such person’s membership shall be reinstated retroactively to the date of his suspension. After any final effective expulsion of a Member, he may not again become a Member except upon new application therefor duly approved by the Board. The Board may establish such additional terms and conditions for renewed membership as it determines to be reasonably necessary to assure the applicant’s compliance with all his membership obligations.
- Except as provided in Section 6(f), the death of an individual human Member shall automatically terminate his membership, The cessation of the legal existence of any other type of Member shall automatically terminate such membership; provided, that upon the dissolution for any reason of a partnership, or upon the withdrawal or addition of any individual partner, such membership shall continue to be held by such remaining partner or partners, including any additional partners, as continue to own or directly to occupy or use the premises being furnished electric service pursuant to such membership.
- Upon the termination in any manner of a person’s membership, he or his estate, as the case may be, shall be entitled to a refund of his membership fee and his service security deposit(s) actually paid, if any, less any amounts due the Cooperative; but neither he nor his estate, as the case may be, shall be released from any debts or other obligations then remaining due the Cooperative. Notwithstanding the suspension or expulsion of a Member as provided for in this Section, such suspension or expulsion shall not, unless the Board shall expressly so elect, constitute such release of such person from his membership obligations as to entitle him to receive from any other person any electrical power and energy for use at the premises to which such service has theretofore been furnished by the Cooperative pursuant to such membership.
- Upon the death of either spouse of a joint membership, such membership shall continue to be held solely by the survivor, in the same manner and to the same effect as though such membership had never been joint; provided, that the estate of the deceased shall not be released from any debts due the Cooperative. Upon the legal separation or divorce of the holders of a joint membership, such membership shall terminate; provided, that neither spouse shall be released from any debts due the Cooperative. If either spouse desires to become a member, he or she shall reapply for membership; provided that the spouse who continues directly to occupy or use the premises covered by such former membership shall automatically become a new member. Upon the request of a joint member for removal of the other joint member, the Board may grant such request.
- Upon consolidation, merger, or sale of substantially all its assets, a Member may transfer its membership to its corporate successor or the purchaser of such assets if such successor or purchaser is otherwise eligible for membership and has met the requirements for membership set forth in this Article, upon satisfying or making adequate provisions for the satisfaction of all its liabilities and obligations to the Corporation and upon satisfying any additional terms and conditions the Board may establish for such transfer, including, without limitation, the payment of a reasonable fee for the transfer. When membership is transferred as provided in this subsection, all capital credits allocated to such membership will be assigned to the corporate successor or purchaser of assets.
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, then the remaining property and assets of the Cooperative shall be distributed among the Members and former Members in the proportion which the aggregate patronage of each bears to the total patronage of all Members during the seven years next preceding the date of the filing of the certificate of dissolution.
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 by virtue of his status as such shall be liable or responsible for any debts or liabilities of the Cooperative.
MEETING OF MEMBERS
SECTION 1. Annual Meeting. The Annual Meeting of the Members shall be held each year at such time and place in the County of Doniphan, State of Kansas as fixed by resolution of the Board and designated in the notice of the meeting, for the purpose of electing trustees, 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 to make adequate plans and preparations for the Annual Meeting. Failure to hold an Annual Meeting at the designated time shall not work a forfeiture or dissolution of the Cooperative.
SECTION 2. Special Meetings. Special meetings of the Members may be called by resolution of the Board or upon written request signed by any three (3) trustees, by the President, or by ten percent (10%) 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 such date, time and place within the County of Doniphan, State of Kansas, as designated by the Board and specified in the notice of the special meeting.
SECTION 3. Notices.
- Written or printed notice stating the place, date 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 to each Member not less than ten (10) days nor more than thirty-five (35) days before the date of the meeting, either personally or by mail. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the Member at his 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. Further, the attendance in person of a Member at any meeting of the Members shall constitute a waiver of notice of time, place and purpose of such meeting unless such attendance shall be for the express purpose of objecting to the transaction of any business, or one or more items of business, on the grounds that the meeting was not lawfully called or convened, and such person or persons files in writing such objection, with the Secretary of the Cooperative, at the time of his attendance.
- Any Member intending to bring a motion to the floor for consideration at the annual meeting must notify the President of his intent, in writing, at least thirty (30) days prior to the date of the annual meeting of members at which said motion will be considered. The notification must contain a written copy of the motion to be considered as well as the signature, printed name, and address of the Member proposing said motion. The Board shall have the authority to waive the requirements of this subsection.
SECTION 4. Quorum. As long as the total number of Members does not exceed one thousand, five percent (5%) of the total number of Members present in person shall constitute a quorum. In case the total number of Members exceeds one thousand, fifty Members present in person shall constitute a quorum. If less than a quorum is present at any meeting, a majority of those Members present in person may adjourn the meeting from time to time without further notice. When a quorum is once present to organize a meeting, the Members who remain present may continue to do business at the meeting, or of any adjournment thereof, notwithstanding the withdrawal of enough Members to leave less than a quorum. The minutes of each meeting shall contain a list of the Members present in person.
SECTION 5. Voting.
- Each Member who is not in a status of suspension, as provided in Article I, shall be entitled to one (1) vote, and no more (irrespective of the number of accounts that the Member may have with the Cooperative), upon any matter submitted to the Membership for a vote. If a quorum is present at a meeting of Members, the affirmative majority vote of the Members present and voting at such meeting shall be the act of the Membership, unless the vote of a greater number is required by law, the Articles of Incorporation, or these Bylaws.
- If a husband and wife hold a joint membership, they together shall be entitled to one (1) vote, and no more, upon each matter submitted to a vote at a meeting of the Members, The act of voting by one of such joint Members, binds both Members and will be considered the vote ofboth Members and neither of the joint Members will be entitled to any additional vote by virtue of receiving electric services from the Cooperative individually on any other account.
- Voting by persons on behalf of non-human Members such as corporations, non-incorporated associations, associations and churches and other organizations shall be allowed only upon the presentation to the Cooperative prior to, or upon registration at, each annual special Member meeting, satisfactory evidence entitling the person to cast a vote on behalf of any such non-human Member. Any question of sufficiency of satisfactory evidence entitling a person to vote for a non-human Member shall be decided by a majority decision rendered by the Credentials and Election Committee, whose members will be named by the Board prior to the Annual Meeting, as provided for in Article IV, Section 8 of the Bylaws. Any decision rendered by a majority vote of the said Credentials and Election Committee so named shall be final.
SECTION 6. Proxies. A Member may vote by proxy executed in writing by the Member. The form of proxy shall be as required by the Cooperative. Such proxy shall be filed with the Secretary before or at the time of the meeting. No proxy shall be valid after sixty (60) days from the date of its execution. No proxy shall be valid 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. A Member may give his proxy only to another Member or to an adult relative living in the same home with such Member, and no person may hold more than three (3) proxies at any meeting. The presence of a Member at a meeting 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. The minutes of each meeting shall contain a list of the Members represented by proxy and of their respective proxies.
SECTION 7. Order of Business. The order of business at the annual meeting of the Members and, so far as possible, at all other meetings of the Members, shall be essentially as follows:
- Report on the number of Members present in person in order to determine the existence of a quorum.
- Report on the number of Members represented by proxy and the names of their respective proxies.
- Reading of the notice of the meeting and proof of the due publication or mailing thereof, or the waiver or waivers of the 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, trustees, and committees.
- Election of trustees.
- Unfinished business.
- New business.
Notwithstanding the foregoing, the Board may from time to time establish a different order of business for the purpose of assuring the earlier consideration of and action upon any items of business the transaction of which is necessary or desirable in advance of any other items of business; provided, no business other than adjournment of the meeting to earlier time and place may be transacted unless and until the existence of a quorum is first established.
SECTION 1. General Powers. The business and affairs of the Cooperative shall be directed by a board of trustees of not less than five (5) nor more than seven (7) trustees, 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. Qualifications. No person shall be eligible to become or remain a trustee of the Cooperative unless:
- he is a Member in good standing and his principal residence is in the area served or to be served by the Cooperative and he receives service at such residence; and
- he is a natural person of the age 18 or older; and
- he has not been convicted of a felony under state or federal law’, and
- he was not an employee of the Cooperative within one (l) year prior to the time when he is submitted to the Cooperative’s membership for election or is considered by the Board to fill a vacancy;
- he does not own a controlling interest in and is not employed by a competing enterprise, a business or other entity selling electric energy, or a business from which the Cooperative is presently obtaining services or supplies.
For the purpose of this requirement, a “controlling interest” shall mean sufficient control to materially the management of any such entities.
Upon establishment of the fact that a trustee is holding the office in violation of any of the foregoing provisions, the Board shall remove such trustee from office.
Nothing contained in this Section shall affect in any manner whatsoever the validity of any action taken at any meeting of the Board.
SECTION 3. Standard of Conduct. A trustee shall discharge the trustee’s duties, including duties as a Board committee member, in good faith with the care an ordinarily prudent person in a like position would exercise under similar circumstances and in a manner the trustee reasonably believes to be in the Cooperative’s best interests.
SECTION 4. Elections. At each annual meeting of the Members, three (3) trustees shall be elected for a term of three (3) years or until their successors shall have been elected and shall have qualified. All trustees in office at the time these Bylaws are adopted shall continue holding such office until their term expires, at which time they may be re-elected. All trustees shall be elected by secret ballot at the annual meeting of the Members. If an election of trustees shall not be held on the day designated herein for the annual meeting or any adjournment hereof, a special meeting of the Members shall be held for the purpose of electing trustees at a reasonable time thereafter. The trustees shall be elected by plurality of the votes of the Members.
SECTION 5. Term of Trustees. Each trustee shall serve for a term ending on the date of the third annual meeting of the Members following the annual meeting at which such trustee is elected. Each trustee shall serve until his successor is elected or appointed and qualified or until his earlier death, resignation or removal.
SECTION 6. Nominations. It shall be the duty of the Board to appoint, not less than thirty (30) days nor more than sixty (60) days before the date of a meeting of the Members at which trustees are to be elected, a committee on nominations consisting of an odd number of not less than three (3) Members who shall be selected from the different Districts served by the Cooperative so as to ensure equitable representation (the “Nominating Committee”). The members on any such Nominating Committee must not be candidates for trustee, incumbent trustees, or a known candidate for trustee, The Nominating Committee, keeping in mind the principle of geographical representation, shall prepare and post at the principal office of the Cooperative at least thirty-five (35) days prior to the Members’ meeting, its nomination(s) for the office of trustee, which may include a greater number of candidates than are to be elected.
Any fifteen (15) or more Members, acting together, over their signatures, and not less than thirty-five (35) days prior to the meeting, may make additional nominations; provided that the signatures on all such nominations will be subject to verification (for the purpose of verification, the Member’s name shall be printed next to the Member’s signature). Should the thirty-fifth (35th) day fall upon a weekend or holiday, then said petition shall be due by 4:00 p.m. on the last working day prior to the weekend or holiday on which the thirty-fifth (35) day actually occurs. The President or Secretary, upon being presented with any such additional nomination(s) shall, immediately following verification of the validity of the petition by the Credentials and Election Committee, post such nomination(s) at the same place where the committee nominations are posted. No action taken by any Nominating Committee may be amended, repealed or in any way overruled by the Board, any committee thereof, or the Members.
The Secretary shall mail to the Members, with the notice of’ the meeting, or separately, but in any event at least seven (7) days prior to the meeting, a statement of the number of trustees to be elected and the names and addresses of each nominee, showing nominee(s) nominated by the Nominating Committee separately from the nominee(s) nominated by petition, if any. The President shall call for additional nominations from the floor at the Member’s meeting at which trustee elections are being held, and nominations shall not be closed until at least one minute has passed during which no additional nomination has been made. No Member may nominate more than one candidate.
SECTION 7. Removal of Trustees. Except as otherwise provided by these Bylaws, the Board may remove a trustee designated or appointed by the Board for any reason. Any Member may bring charges against a trustee and, by filing with the Secretary such charges in writing together with a petition, signed by at least ten percent (10%) of all Members of the Cooperative, may request the removal of such trustee by reason thereof. Such trustee 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 trustee shall be considered and voted upon at a meeting of the Members, and any vacancy created by such removal shall be filled by the Board for the unexpired portion of the term without compliance with the foregoing provisions with respect to nominations.
SECTION 8. Vacancies. Subject to the provisions of these Bylaws with respect to the filling of vacancies caused by the removal of tlustees by the Members, any vacancy occurring in the Board shall be filled by the affirmative vote of a majority of the remaining trustees for the unexpired portion of the term.
SECTION 9. Compensation. Trustees recognize that serving as a trustee is a public service and personal sacrifice. Remuneration for service is not their objective; however, the Board may by resolution authorize a fixed sum and expenses for each day or portion thereof actually spent attending Board meetings, committee meetings of the Board, or other functions on behalf of the Cooperative. No trustee shall receive compensation for serving the Cooperative in any other capacity, nor shall any close relative (third cousin or closer) of a trustee receive compensation for serving the Cooperative, unless the payment and amount of compensation shall be specifically authorized by a vote of the Member or the service by such trustee or close relative shall have been certified by the Board as an emergency measure. Trustees are not considered employees of the Cooperative.
SECTION 10. Credentials and Election Matters.
- Unless the Board determines otherwise, the General Counsel of the Cooperative shall establish or approve the manner of conducting Member registration and any ballot or other voting, to pass upon all questions that may arise with respect to the registration of Members in person, to cause to be counted all ballots or other votes cast in any election or in any other matter, to rule upon the effect of any ballots or other vote irregularly or indecisively marked or cast, to rule upon all other questions that may arise relating to Member voting and the election of trustees (including but not limited to the validity of petitions of nomination or the qualifications of candidates and the regularity of the nomination and election of trustees), and to pass upon any protest or objection filed with respect to any election or to conduct affecting the results of any election.
- In the event a protest or objection is filed concerning any election, such protest or objection must be filed during, or within three (3) business days following the adjournment of the meeting in which the election is conducted or the election results are announced. Not more than seven (7) days after such protest or objection is filed, the General Counsel shall hear such evidence as is presented by the protestors or objectors, who may be heard in person, by counsel, or both, and any opposing evidence; and the General Counsel shall, within a reasonable time but not later than thirty (30) days after such hearing, render a decision, the result of which may be to affirm the election, to change the outcome thereof, or to set it aside.
- The General Counsel’s decision on all matters covered by this Section shall be final. Without limiting the foregoing duties and prerogatives of the General Counsel, on request of the person presiding at the meeting of the Members or on the request of any Member thereat, the General Counsel shall make a report in writing of any challenge, question, count, or matter determined by the General Counsel and 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.
SECTION 11. Power to Appoint Committees. Except where the composition of a committee is established by these Bylaws, the Board may establish (and abolish) committees comprised of trustees and others. Such committees shall not have any of the powers of the Board, and shall perform such functions as are assigned specifically to them for the purpose of advising or making recommendations to the Board, When establishing (and abolishing) such committees, the Board shall comply with such policies, rules and regulations, if any, as may from time to time be adopted by the Board with respect to such committees.
MEETING OF BOARD
SECTION l. Regular Meeting. A regular meeting of the Board shall be held without notice immediately following and at the same place as the annual meeting of Members. A regular meeting of the Board shall also be held monthly at such time and date in Doniphan County, Kansas as provided by resolution of a majority of the Board. Such regular monthly meeting may be held without notice other than such resolution fixing the time and date thereof.
SECTION 2. Special Meetings. Special meetings of the Board may be called by the President or by any three (3) trustees, and it shall be the duty of the Secretary to cause notice of such meetings to be given as hereinafter provided. The President or the trustees calling the meeting shall fix the time, date, and place (within Doniphan County, Kansas) for the holding of the meeting.
SECTION 3. Notice of Special Board Meeting. Written notice of the time, date, place and purpose of any special meeting of the Board shall be delivered to each Member of the Board, either personally or by mail, by or at the direction of the Secretary, or upon a default in duty by the Secretary, by the President or the trustees calling the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the trustee 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. Notice of a special meeting can be dispensed with if all trustees sign a waiver of notice of such meeting. The failure of any trustee to receive notice of a meeting of the Board shall not invalidate any action taken by the Board at such 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 trustee of the time, date and place of such adjourned meeting. The act of a majority of the Board present at a meeting at which a quorum is present shall be the act of the Board, except as otherwise provided in these Bylaws.
SECTION 5. Written Consent of Trustees. Any action required or permitted to be taken at a meeting of the Board may be taken without a meeting if a written consent, setting forth the action so taken, is signed by all the trustees and filed with the minutes of the proceedings of the Board.
SECTION 6. Attendance at Board Meetings by Telephone or Other Telecommunications Device, If no other trustee objects, a trustee may attend and participate in a Board meeting by being continuously connected thereto by conference telephone or other telecommunications device in such a manner that he may speak to and be heard by such meeting and all other trustees there present may speak to and be heard by him, and he may hear all others at the meeting speaking to the meeting.
SECTION 1. Officers: Qualifications. The officers of the Cooperative shall be a 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 of Treasurer may be held by the same person.
SECTION 2. Election and Term of Office of Officers. The officers shall be elected by ballot, annually by and from the Board at the first meeting of the Board held after the annual meeting of the Members, or as soon thereafter as practicable. Each such 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 or appointed 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 filing with the Secretary such charges in writing together with a petition signed by ten percent (10%) of the Members may request the removal of such officer. The officer against whom such charges have been brought shall be informed in writing of the charges at least ten (10) days prior to the Board meeting at which the charges are to be considered, and shall have an opportunity at the meeting to be heard in person or by counsel and to present evidence in respect 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:
- preside at meetings of the Members and of the Board and oversee the management of the Cooperative by the Manager of the Cooperative;
- have the power to sign any deeds, mortgages, deeds of trust, notes, bonds, contracts or other documents authorized by the Board to be executed, except in cases in which the signing and execution thereof shall be expressly delegated by the Board or by the Bylaws to some other officers or agents of the Cooperative, or shall be required by law to be otherwise signed and executed; and
- have such other duties and powers as are incident to his office and such other duties and powers as may be prescribed by the Board 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 Chairman of the Board shall perform the duties of the President, and when so acting, shall have all the powers and duties of the President. The Vice-President shall 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 safekeeping of the corporate books and records and the seal 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 of the names and post office addresses of all Members;
- have general charge of the books of the Cooperative;
- 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 all 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 Cooperatives 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 duties as from time to time may be assigned to him by the Board.
SECTION 8. Manager. The Board may appoint a Manager who may be, but who shall not be required to be, a Member of the Cooperative. The Manager shall:
- manage the day-to-day operations and activities of the Cooperative;
- subject to such policies as are established by the Board from time to time, have the power to enter into and execute contracts on behalf of the Cooperative and to sign contracts or other instruments on behalf of the Cooperative; and
- have such other duties and powers as are incident to his office and such other duties and powers as may be prescribed by the Board from time to time.
SECTION 9. Bonds of Officers. The Treasurer and any other officer or agent of the Cooperative charged with responsibility of 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 trustees and close relatives of trustees.
SECTION 11. Reports. The officers of the Cooperative shall submit at each annual meeting of the Members reports covering the business of the Cooperative for the previous fiscal year. Such reports shall set forth the condition of the Cooperative at the close of such fiscal year.
SECTION 1. Non-Profit Basis of Operation. 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. 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 legal obligation between the Cooperative and each patron, and both the Cooperative and the patrons are bound by such, as fully as though each patron had individually a separate instrument containing such terms and provisions, The provisions of this article of the Bylaws shall be posted in a conspicuous place in the Cooperative’s office. As used herein, the term “patron” means a Member or any other person receiving services from the Cooperative and to whom the Cooperative is obligated to allocate Capital Credits, as provided herein, which obligation existed before the Cooperative received payment for such services. No person who is not a Member of the Cooperative is a patron hereunder unless and until the Board passes a written resolution or policy authorizing the Cooperative to treat such person as a patron.
SECTION 2. Patronage Capital in Connection with Furnishing Electric Energy. In the furnishing of electric energy, the Cooperative’s operations shall be so conducted that all patrons, members and non-members alike, 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 its patrons, members and non-members alike, 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, members and non-members alike, 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 and the Cooperative shall within a reasonable time after the close of the fiscal year notify each patron of the amount of capital so credited to his account. 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 for capital.
All other amounts received and receivable by the Cooperative from its operations in excess of costs and expenses shall be: (a) used to offset any losses incurred during the current year or any prior fiscal year; and (b) to the extent not needed for that purpose, allocated to the Cooperative’s patrons on a patronage basis and included as a part of the capital credited to the patrons’ capital accounts.
Based upon the Cooperative’s reasonable needs, the Cooperative may accumulate and retain operating margins, As provided in these Bylaws, however, the Cooperative shall allocate and credit such amounts as capital credits.
SECTION 3. Allocation of Capital Credits. Consistent with these Bylaws, the Board shall determine the manner, method and timing of allocating capital credits. As reasonable and fair, the Cooperative may allocate capital credits to classes of similarly situated patrons under different manners methods, and timing, provided the Cooperative allocates capital credits to similarly situated patrons under the same manner, method, and timing. The Cooperative may use or invest unretired capital credits as determined by the Board.
SECTION 4. Retirement of Capital Credits. At any time prior to dissolution, liquidation, or other cessation of existence, the Cooperative may generally retire and pay some or all capital credits allocated to patrons and former patrons, at full or discounted value, contingent upon the Board’s determination that the financial condition of the Cooperative will not be impaired thereby. Consistent with this bylaw, the retirement and payment of capital credits are in the discretion of the Board and the Board shall determine the manner, method, and timing of retiring and paying capital credits. As reasonable and fair, the Cooperative may retire and pay capital credits to classes of similarly situated patrons under different manners, methods, and timing, provided the Cooperative retires and pays capital credits to similarly situated patrons under the same manner, method, and timing.
Before retiring and refunding of any capital credits allocated to a patron or former patron, the
Cooperative may deduct from the capital credits any amount owed to the Cooperative by the patron or former patron, including any reasonable interest and late payment fee determined by the Board, and the Board may take such other action as may be necessary to secure an interest in the capital credits of such patron or former patron.
Upon the death of a patron or former patron who is a natural person, upon receiving a written request from the deceased individual’s legal representative, and under the terms and conditions agreed upon by the Cooperative and the deceased individual’s legal representative, the Cooperative may specially retire some or all capital credits allocated to the individual.
As determined by the Board, before the time the Cooperative anticipates normally retiring and paying capital credits, the Cooperative may, in the Board’s sole discretion, retire some or all capital credits and pay the net present value thereof. In such case, the Board shall specify a reasonable discount rate, discount period, and any other factor necessary to determine such net present value. In such event, the difference between the full face value of Capital Credits and the Discounted Value (the “Discount”) shall be deemed received by the Deceased Member, or his or her estate, and immediately contributed to the Cooperative in exchange for a New Equity Interest in the Cooperative, as defined herein. The New Equity Interest shall be payable only upon dissolution of the Cooperative and shall entitle the holder to no interest, rate of return, or dividends.
In the event of dissolution, liquidation, or other cessation of existence of the Cooperative, and after all outstanding indebtedness of the Cooperative shall have been paid but before any payments are made on account of property rights of Members, outstanding capital credits shall be retired pro rata and without priority on the basis of patronage occurring during the seven years preceding the date of dissolution, liquidation, or other cessation. Gains realized from the sale of appreciated assets at the time of liquidation shall be distributed to the patrons during the preceding seven-year period in proportion to the patronage for that period before any payments are made on account of property rights of patrons.
The Cooperative may impose a reasonable account service charge to a patron or former patron failing to claim capital credits retired and paid to the patron or former patron. If a patron or former patron fails to claim any check representing retirement of capital credits or other credits due patrons or former patrons of the Cooperative within four (4) years after the payment has been attempted by the Cooperative, then upon the Board’s election, such failure shall constitute an irrevocable assignment and donation by such patron or former patron of such retired capital credits or other credits to the Cooperative.
SECTION 5. Assignment of Capital Credits. Capital credited to the account of each patron shall be assignable only on the books of the Cooperative pursuant to written instruction from the assignor and only to successors in interest or successors in occupancy in all or a part of such patron’s premises served by the Cooperative unless the Board, acting under policies of general application, shall determine otherwise. Patrons at any time may assign their capital credits back to the Cooperative and the Cooperative is authorized to negotiate capital credits settlement arrangements with bankrupt patrons.
DISPOSITION OF PROPERTY
The Cooperative may not sell, mortgage, lease or otherwise dispose or encumber all or any substantial portion of its property, unless such sale, mortgage, lease or other disposition or encumbrance is authorized at a meeting of the Members thereof by the affirmative vote of not less than a majority of all of the Members of the Cooperative, and unless the notice of such proposed sale, mortgage, lease or other disposition or encumbrance shall have been contained in the notice of the meeting; provided, however, that notwithstanding anything herein contained, the Board of the Cooperative without authorization by the Members thereof shall have full power and authority to authorize the execution and delivery of a mortgage or mortgages or a deed or deeds of trust upon, or the pledging or encumbering of, any or all of the property, assets, rights, privileges, licenses, franchises and permits of the Cooperative, whether acquired or to be acquired, and wherever situated, as well as the revenues and income therefrom, all upon terms and conditions as the Board shall determine, to secure any indebtedness of the Cooperative; provided further that the Board may upon the authorization of a majority of those Members of the Cooperative present at a meeting of the Members thereof sell, lease, or otherwise dispose of all or a substantial portion of its property to another cooperative or foreign corporation doing business in this State pursuant to the Act under which this Cooperative is incorporated, or to a municipality or other body politic or subdivision thereof.
The Corporate seal of the Cooperative shall have inscribed thereon the name of the Cooperative and words “Corporate Seal, Kansas.”
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, except as otherwise provided in the Articles of Incorporation and these Bylaws.
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. If required by law or contract, written notice shall be given to applicable financial institutions of any proposed change in the rates charged by the Cooperative for electric energy,
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 last day of December in the same year.
SECTION 1. Waiver of Notice. Any Member or trustee may waive in writing any notice of a meeting required to be given by these Bylaws. The attendance of a Member or trustee at any meeting shall constitute a waiver of notice of such meeting by such Member or trustee, except in case a Member or trustee 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 2. Policies, Rules, and Regulations. The Board shall have the power to make and adopt such policies, rules and regulations, not inconsistent with law, the Articles of Incorporation or these Bylaws, as it may deem advisable for the management of the business and affairs of the Cooperative.
SECTION 3. Accounting Systems and Reports. The Board shall cause to be established and maintained a complete accounting system in conformance with Generally Accepted Accounting Principles (GAAP) and any regulatory authority, as applicable, The Board shall also cause to be made by a certified public accountant a full and complete audit of the account, books, and financial condition of the Cooperative as of the end of the audit year, to be determined by the Board from time to time.
These Bylaws may be altered, amended or repealed by the affirmative vote of a majority of the Members present at a meeting of the Members at which a quorum is present, provided the notice of such meeting shall contain a copy of the proposed amendment.
INDEMNIFICATION AND INSURANCE
SECTION 1. Indemnification. The Cooperative shall indemnify each person who is or was a trustee, officer, employee or agent of the Cooperative (including the heirs, executors, administrators or estate of such person) or is or was serving at the request of the Cooperative as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise to the full extent permitted under Section 17-6305 of the Kansas Code (as incorporated by Section 17-4635 of the Kansas Electric Cooperative Act) or any successor provisions of the laws of the State of Kansas. If any such indemnification is requested pursuant to Sections 17-6305(a) or (c) of said Kansas Code or laws, the Board shall cause a determination to be made (unless a court has ordered the indemnification) in one of the manners prescribed in Section 17-6305(d) of said Kansas Code or laws as to whether indemnification of the party requesting indemnification is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 17-6305(a) or (b) of said Kansas Code or laws. Upon any such determination that such indemnification is proper, the Cooperative shall make indemnification payments of liability, cost, payment or expense asserting against or paid or incurred by him in his capacity as such a trustee, officer, employee or agent to the maximum extent permitted by said Sections of said Kansas Code or laws.
SECTION 2. Insurance. The Cooperative may purchase and maintain insurance at its expense, to protect itself and any trustee, officer, employee or agent of the Cooperative (including the heirs, executors, administrators or estate of any such person) against any liability, cost, payment or expense described in Section 1 of this Article XIII, whether or not the Cooperative would have the power to indemnify such person against such liability.