ARTICLE 1 - MEMBERSHIP
SECTION 1. Requirements for Membership.
Any person, firm, association, corporation, or body politic or subdivision thereof will become a member of Clay Electric Cooperative, Inc. (hereinafter called the “Cooperative”) upon receipt of electric service from the Cooperative, provided that he or it has first:
(a) Made a written application for membership therein;
(b) Agreed to purchase from the Cooperative electric energy as hereinafter specified;
(c) 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 of trustees, and;
(d) Paid the membership fee hereinafter specified.
(e) Paying the sum of one dollar, or such sum as directed by the board of trustees for an annual subscription to The Kilowatt for each year to be paid from the amount accruing to the member.
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 2. Membership Certificates.
Membership in the Cooperative may be evidenced by a receipt given the members upon paying the membership fee.
SECTION 3. Joint Membership.
A husband and wife may apply for a joint membership and, subject to their compliance with the requirements set forth in Section 1 of this Article, may be accepted for such 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. 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:
(a) 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;
(b) The vote of either separately or both jointly shall constitute one joint vote; the first vote,
signature, or action received by the Cooperative binds the joint membership and constitutes one vote, signature, or action.
(c) A waiver of notice signed by either or both shall constitute a joint waiver;
(d) Notice of either shall constitute notice to both;
(e) The expulsion of either shall terminate the joint membership;
(f) Withdrawal of either shall terminate the joint membership;
(g) Either, but not both, may be elected or appointed as officer or trustee, provided that both meet the qualifications for such office.
SECTION 4. Conversion of Membership.
(a) A membership may be converted to a joint membership upon the written request of the holder thereof and the agreement by such holder and his or her spouse to comply with the articles of incorporation, bylaws, and rules and regulations adopted by the board of trustees.
(b) 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.
SECTION 5. Membership Fees.
The membership fee shall be five dollars, upon the payment of which a member shall be eligible for one service connection.
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 application for membership, and shall pay therefore at rates which shall from time to time be fixed by the board of trustees. Amounts paid for electric energy in excess of the cost of services 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 of trustees from time to time. Each member shall also pay all amounts owed by him to the Cooperative as and when the same shall become due and payable.
SECTION 7. Termination of Membership.
Except as otherwise provided in these bylaws, a member is terminated upon:
(a) Cooperative learning of the member’s death, legal dissolution, or legal cessation of existence;
(b) Member requesting termination; or
(c) Cooperative learning that the member has permanently ceased purchasing electric energy from the Cooperative.
The board of trustees of the Cooperative may, by the affirmative vote of not less than two-thirds (2/3) of all the trustees, 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 of trustees, but only if such member shall have been given written notice by the Cooperative that such failure makes him liable to expulsion and such failure shall have continued for at least ten (10) days after such notice was given. Any expelled member may be reinstated by vote of the board of trustees or by vote of the members at any annual or special meeting.
Termination of a member does not: (1) release the member from debts, liabilities, or obligations owed to the Cooperative; or (2) release the Cooperative from the obligation to retire and pay Capital Credits to the former member or obligations to the former member regarding the Cooperative’s dissolution. Upon a member’s termination from the Cooperative, and after deducting amounts owed to the Cooperative, the Cooperative must return to the member any amount provided in the governing documents.
ARTICLE II - RIGHTS AND LIABILITIES OF MEMBERS
SECTION 1. Property Interest of Members.
Upon dissolution, after (a) all debts and liabilities of the Cooperative shall have been paid, and (b) 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 in the proportion which the aggregate patronage of each bears to the total patronage of all members during the ten (10) 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 shall be liable or responsible for any debts or liabilities of the Cooperative.
SECTION 3. Unclaimed Membership Deposits and Other Amounts Due Members.
If any member (the term “member” shall include a former member) fails to claim any amount representing the refund of any membership(s), deposit(s) or other amounts due the member, other than the retirement of capital credits, by the Cooperative within one (1) year after payment has been attempted by check mailed to the last address provided by the member to the Cooperative, then such failure shall be and shall constitute an irrevocable assignment and gift by such member of those amounts due the member to a qualified charitable organization to be selected by the Cooperative’s Board of Trustees.
“Fails to claim” shall mean failure to negotiate a check, or the return of a check mailed to the last address provided by the member.
“Qualified charitable organization” means a charitable organization recognized by the Internal Revenue Service as an exempt organization under Section 501(c)3 of the Internal Revenue Code.
The date of the assignment and gift shall be within one (1) year from the date of the check issued in payment for the amounts due the member, provided, however, that such assignment of gift shall not be effective until sixty (60) days after the Cooperative has complied with either of the following notice requirements: (a) written notice mailed to the member at the last address provided by the member to the Cooperative, or (b) publication in the Cooperative’s newsletter or in a newspaper of general circulation (one publication) of a general notice that any membership(s), deposit(s) or other amounts due members that are ten (10) months old must be claimed within sixty (60) days of the date of publication or be deemed irrevocably assigned as set forth in this bylaw.
ARTICLE III - MEETING OF MEMBERS
SECTION 1. Annual Meeting.
The annual meeting of the members shall be held during the months of March or April of each year at such place within a county served by the Cooperative as selected by the Board, and shall be 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. Failure to hold the 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 of Trustees or by written request signed by any three (3) trustees, by the President, or by ten (10) percent or more of all the members. Upon receipt of request it shall be the duty of the Secretary to initiate the notice of members’ meeting as provided in these bylaws. Special meetings of the members shall be held at such place within a county served by the Cooperative as selected by the Board and shall be designated in the notice of the meeting.
SECTION 3. Notice of Members’ Meetings.
Written or printed notice stating the place, day, and hour of the meeting, and 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 sixty (60) 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. 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.
SECTION 4. Quorum.
One percent (1%) of the total membership present in person or casting a vote by absentee ballot shall constitute a quorum. If less than a quorum is present at any meeting or by vote cast by absentee ballot, a majority of those present in person may adjourn the meeting from time to time without further notice, provided that the Cooperative shall notify any absent members of the time and place of such adjourned meeting.
SECTION 5. Voting.
Each member shall be entitled to one vote on each matter submitted to a vote at a meeting. Voting by proxy shall not be allowed. A majority of a quorum is required to approve any motion or matter before a meeting of the members. Voting shall be in person or by absentee ballot, and those members voting by absentee ballot shall be counted as present in person for determination of a quorum. Members voting by absentee ballot shall not be counted on any matter raised at a meeting which was not specifically listed and identified on the absentee ballot. For purposes of this section, the term “absentee ballot” shall mean a ballot mailed in to the Cooperative, or to an independent 3rd party designated by the Board of Trustees in lieu of the member’s appearance in person to vote at the meeting. The manner and procedure for voting by absentee ballot shall be as determined by the Board of Trustees in a policy or policies addressing the matter, and shall be referenced in the Notice of Meeting.
SECTION 6. 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:
1. Report as to the number of members present in order to determine the existence of a quorum.
2. Reading of the notice of the meeting and proof of the due publication or mailing hereof, or the waiver or waivers of notice of the meeting, as the case may be.
3. Reading of unapproved minutes of previous meetings of the members and the taking of necessary action thereon.
4. Presentation and consideration of reports of officers, trustees, and committees.
5. Election of trustees.
6. Unfinished business.
7. New business.
SECTION 7. Record Date.
The “Record Date” is the date for determining the total number of members entitled to: (a) sign any petition, request, demand, consent, appointment, or similar document; (b) receive a ballot, notice of a member meeting, or similar document; or (3) vote. If a party is not a member on the record date, then the party may not sign a document, receive a document, or vote. The record date for voting at a member meeting is the date of the member meeting; provided, however, the Board of Trustees may fix a different record date so long as such date is no more than forty-five (45) days before the date a ballot, notice, or similar document is due or required.
ARTICLE IV - TRUSTEES
SECTION 1. General Powers.
The business and affairs of the Cooperative shall be managed by a board of trustees which shall exercise all of the powers of the Cooperative except such as by law, the articles of incorporation, or these bylaws are conferred upon or reversed to the members.
SECTION 2. Election and Tenure.
All trustees shall be elected for terms of three (3) years, and shall be elected by ballot by and from the members of the Cooperative. One third, or as near thereto as possible, of the total number of trustees shall be elected each year, so as to provide for staggered terms of the trustees. The term of the trustee representing any particular district shall be for three (3) years, and the election of a trustee for that particular district shall be held in accordance with the present existing term for that trustee.
SECTION 3. Qualifications.
To become and remain a trustee in the Cooperative an individual must comply with the following qualifications:
(a) be an individual who is a member and bona fide full time resident of the district which the individual is to represent for at least 12 months preceding nomination;
(b) have the capacity to enter into legally binding contracts;
(c) have not acquired or have a financial interest in or relationship with an outside organization or individual having business dealings with the Cooperative if this interest or relationship would likely impair the ability of the trustee to serve the best interests of the Cooperative, and annually complete and sign a conflict-of-interest certification and disclosure form approved by the board;
(d) shall not be a related individual to a current trustee or current employee of the Cooperative, as defined hereafter, unless such related current trustee plans not to seek re-election and/or such related employee has given notice of termination of employment prior to the district meeting. Such termination of employment must take effect no later than the date of the annual meeting;
(e) shall not have been previously removed as a trustee, or shall not have resigned as a trustee while a proceeding to remove him or her was pending;
(f) while a trustee and during the 5 years immediately before becoming a trustee, not be convicted of or have plead guilty to a felony or first degree misdemeanor;
(g) while a trustee and during the 3 years immediately before becoming a trustee, not be an employee of the Cooperative;
(h) except as otherwise provided by board policy for good cause, attend at least two-thirds of all board meetings during each year of the trustee’s term of office; and
(i) comply with any other reasonable qualifications set forth in policies adopted by the board.
As used in these bylaws a “related individual” includes mother, father, grandmother, grandfather, grandchild, husband, wife, son, daughter, sister, brother, aunt, uncle, niece, nephew, mother-in-law, father-in-law, sister-in-law, brother-in-law, son-in-law, daughter-in-law, half sibling and step relations.
Notwithstanding any of the foregoing provisions of this section regarding related individual relationships, no incumbent trustee shall lose eligibility to remain a trustee or to be re-elected as a trustee if he or she becomes a related individual of another incumbent trustee or of a Cooperative employee because of a marriage to which he or she was not a party.
Upon establishment of the fact that a trustee is holding office in violation of any of the foregoing provisions, it shall immediately become incumbent upon the board of trustees to 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 of trustees.
SECTION 4. Voting Districts.
The territory served by the Cooperative shall be divided into nine (9) districts, or such lesser or greater number as may be determined from time to time by the board of trustees, but in no event to be less than seven (7) districts nor more than eleven (11) districts. The boundaries of each district shall be clearly delineated to make it reasonably easy for any member to determine the district in which such member resides. Each of the districts should provide for equitable representation on the board from throughout the Cooperative service area.
Not less than sixty (60) days before any meeting of members in which trustees are to be elected the board of trustees shall review the composition of the districts based upon geographic, regional, membership, or other equitable consideration as determined by the board of trustees. If it is found that inequalities have developed which can be corrected by a redelineation of districts, the board of trustees should revise the districts to ensure that the districts provide equitable representation on the board from throughout the Cooperative service area.
SECTION 5. Nomination and Election of Trustees.
(a) Nomination at District Meetings. Not less than thirty (30) days nor more than ninety (90) days before any meeting at which trustees are to be elected, the board of trustees shall call a separate meeting of the members of each district from which a trustee is to be elected at a suitable place in such district for the purpose of selecting not more than two qualified persons as candidates for trustee to represent the members located within such district. The notice of such meeting shall be delivered to each member located in such district as provided in Section 3 of Article III and shall indicate the district to which such member belongs. The notice shall state that an election to select one or two nominees for trustee is to be made at the meeting. The meeting shall, however, be open for discussion of any other matters pertaining to the business of the Cooperative, regardless of whether or not such matters were listed in the notice of the meeting, and recommendations with respect thereto may be submitted to the board of trustees or the entire membership.
The district meeting shall be called to order by the trustee representing the district, or by another designated representative of the board of trustees, or, in his absence, by any member residing within the district. The members shall then proceed to elect a chairman, who shall be someone other than a trustee and who shall appoint a secretary to act for the duration of the meeting. Fifteen (15) members residing in the district present at such duly called district meeting shall constitute a quorum. Members of other districts present at the meeting may be heard but shall have no vote. Nominations for candidates for trustee shall be made from the floor at the meeting, and any member residing in the district shall have the right to nominate one candidate. The meeting shall remain open for nominations until no further nominations are forthcoming. Candidates must be members residing in the district and must possess the qualifications for trustee specified in Section 3 of Article IV of the bylaws.
Voting shall be by ballot, and proxy voting shall not be permitted at any district meeting. Each member may vote for one (1) candidate. The two (2) candidates receiving the highest number of votes shall be declared the official candidates of the district. The minutes of such district meeting shall set forth, among other matters, the name of each person nominated at the meeting and the number of votes received by each and shall specify the two (2) official candidates of the district. A certified copy of the minutes signed by the Secretary and the Chairman of the district meeting shall be delivered to the Secretary of the Cooperative within five (5) days after such district meeting.
(b) Election of Trustees. Not less than ten (10) days before an annual or special meeting of the
members at which trustees are to be elected, the Secretary of the Cooperative shall be responsible for mailing to each member eligible to vote a list of the candidates selected at all district meetings, the names to be arranged by districts and in order of preference indicated by the respective district vote. This list may be included with the notice of the meeting. Election of trustees shall be by voting in person at the annual meeting or by absentee ballot. The ballots shall only list the candidates selected at the district meetings, the names to be arranged by districts and in the order of preference indicated by the respective district vote. A member wishing to vote for any other candidate or candidates may do so by writing in the name of such candidate(s) on the ballot or at the designated place on the machine and indicating a vote for such candidate(s) by a check or a mark. Each member of the Cooperative eligible to vote shall be entitled to vote for one candidate from each district. The candidate from each district receiving the highest number of votes shall be declared elected as a trustee.
SECTION 6. Removal of Trustees by Members.
(a) By the Members: Any member may bring charges against a trustee by filing such charges in writing with the Secretary, together with a petition signed by at least ten (10) per centum of the members residing within district served by such trustee, requesting the removal of such trustee by reason thereof. The trustee against whom such charges have been brought shall be informed in writing of the charges at least twenty (20) days prior to the 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. The President shall determine the order and procedure for hearing the petition at the meeting. The members of the Cooperative shall be notified of the call for removal and the date and time of the meeting at which the matter will be considered, as provided in Article III, Section 3 of these Bylaws. The question of the removal of such trustee shall be considered and voted upon at the next regular or special meeting of the members. Any vacancy created by such removal may be filled by the Board of Trustees in accordance with Section 7 of this Article.
(b) By Board of Trustees: Any member of the Board of Trustees may call for removal for cause of a fellow Trustee by filing with the Secretary a written statement of the allegations (Statement) constituting cause for removal. The Statement must be signed by no less than four of the current Trustees. The Statement shall be delivered to the affected Trustee by USPS certified mail return receipt requested, by hand delivery, or by an overnight courier services for which a receipt is given. The Board shall then conduct a preliminary hearing on the Statement no sooner than ten days after delivery of the Statement to determine if there is probable cause to proceed with a removal action as specified herein. The affected Trustee shall have an opportunity at the preliminary hearing to be heard in person or by counsel and to admit or deny the allegations in the Statement. At the conclusion of the preliminary hearing, the Board shall convene an executive session to either determine that there is no probable cause to proceed with the removal action, in which event the matter shall be closed, or determine that there is probable cause and set the matter for a removal hearing as hereinafter set forth. If the Board determines that there is probable cause for removal of the affected Trustee, the matter will be considered at the next regular meeting of the Board of Trustees or at a special meeting of the Board called for that purpose, subject to the notice requirements of these Bylaws. At the meeting where the removal of the Trustee shall be considered, the Trustee shall have an opportunity to be heard in person or by counsel and to present evidence in respect of the charges. The Trustee or Trustees bringing the charges against the affected Trustee shall have the same opportunity. The President shall determine the order and procedure for hearing the removal action. The members of the Cooperative shall be notified of the call for removal and the date and time of the meeting at which the matter will be considered, as provided in Article III, Section 3, of these Bylaws. The question of the removal of the Trustee shall be considered and determined by a majority of the Trustees present and voting at the meeting. The vacancy created by a removal may be filled by the Board of Trustees in accordance with Section 7 of this article.
SECTION 7. 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 affirmative vote of a majority of the remaining trustees for the unexpired portion of the term of the trustee in respect of whom the vacancy occurs. The member elected as trustee to fill the vacancy must reside in the same district as the trustee to whose office he succeeds.
SECTION 8. Compensation.
Trustees as such shall not receive any salary for their services, but by resolution of the board of trustees, trustees may receive 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 trustees. If authorized by the board of trustees, trustees 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 trustees in lieu of detailed accounting for some of these expenses. The board may, by appropriate resolution, authorize trustees to be eligible for comprehensive medical insurance on the same basis as the Cooperatives’ employees. 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 of compensation shall be specifically authorized by a vote of the members, or the service by such trustee or close relative shall have been certified by the board of trustees as an emergency measure.
SECTION 9. Indemnification.
The board of trustees of the Cooperative shall have the power to indemnify any person who was or is a party to any proceeding, action or claim by reason of the fact that he or she is or was a trustee, manager, officer, employee or agent of the Cooperative or is or was serving at the request of the Cooperative as a trustee, manager, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against liability or expenses incurred in connection with any such proceeding, action or claim including any appeal thereof.
ARTICLE V- MEETINGS OF TRUSTEES
SECTION 1. Regular Meetings.
A regular meeting of the board of trustees shall be held, without notice other than this bylaw, immediately after and at the same place as the annual meeting of the members. A regular meeting of the board of trustees shall also be held monthly at such time and place in Keystone Heights, Clay County, Florida, as the board of trustees may provide by resolution. Such regular monthly meetings may be held without notice other than such resolution fixing the time and place thereof.
SECTION 2. Special Meetings.
Special meetings of the board of trustees may be called by the President or by any three (3) trustees 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 the trustees calling the meeting shall fix the time and place of the meeting.
SECTION 3. Notice of Trustees’ Meetings.
Written notice of the time, place, and purpose of any special meeting of the board of trustees shall be delivered not less than five (5) days previous thereto, either personally or by mail, by or at the direction of the Secretary, or upon a default in the duty of the Secretary, by the President, or by the trustees calling the meeting, to each trustee. 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.
SECTION 4. Quorum.
A majority of the board of trustees shall constitute a quorum; provided, that if less than such majority of the trustees is present at said meeting, a majority of the trustees present may adjourn the meeting from time to time; and provided, further, that the Secretary shall notify any absent trustees of the time and place of such adjourned meeting. The act of the majority of the trustees present at a meeting at which a quorum is present shall be the act of the board of trustees, except as otherwise provided in these bylaws.
ARTICLE VI - OFFICERS
SECTION 1. Number.
The officers of the Cooperative shall be a President, Vice-President, Secretary, Treasurer, and such other officers as may be determined by the board of trustees 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.
The officers shall be elected annually by and from the board of trustees at the meeting of the board of trustees held immediately 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 of trustees 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 of trustees for the unexpired portion of the term.
SECTION 3. Removal of Officers and Agents by Trustees.
Any officer or agent elected or appointed by the board of trustees may be removed by the board of trustees whenever in its judgment the best interest 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, 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:
(a) be the principal executive officer of the Cooperative and, unless otherwise determined by the members or the board of trustees, shall preside at all meetings of the members and the board of trustees;
(b) sign any deeds, mortgages, deeds of trust, notes, bonds, contracts, or other instruments authorized by the board of trustees to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the board of trustees or by these bylaws to some other officer or agent of the Cooperative, or shall be required by agent of the Cooperative, or shall be required by law to be otherwise signed or executed; and
(c) in general perform all duties incident to the office of President, and such other duties as may be prescribed by the board of trustees 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 of trustees.
SECTION 6. Secretary.
The Secretary shall be responsible for:
(a) keeping the minutes of the meetings of the members and of the board of trustees in books provided for that purpose;
(b) seeing that all notices are duly given in accordance with these bylaws or as required by law;
(c) 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;
(d) keeping a register of the names and post office addresses of all members;
(e) 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
(f) 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 of trustees.
SECTION 7. Treasurer.
The Treasurer shall be responsible for:
(a) custody of all funds and securities of the Cooperative;
(b) 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
(c) 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 of trustees.
SECTION 8. Manager.
The board of trustees may appoint a manager who may be, but who shall not be required to be, a member of the Cooperative. The manager shall perform such duties and shall exercise such authority as the board of trustees may from time to time vest in him.
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 of trustees shall determine. The board of trustees in its discretion may also require any other officer, agent, or employee of the Cooperative to give bond 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 of trustees 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.
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 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 all 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 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 their 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 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.
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. If, at any time prior to dissolution or liquidation, the board of trustees 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. If the Cooperative separately identified and allocated capital credits representing capital credits or similar amounts allocated to the Cooperative by an Entity, such as Seminole Electric Cooperative, in which the Cooperative is or was a member, patron, or owner, then the Cooperative may retire and pay these capital credits in association with when the Entity retires and pays the capital credits or similar amounts to the Cooperative. The board of trustees shall determine the method, basis, priority and order of retirement, if any, for all amounts thereafter furnished as capital. 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 of all or part of such patron’s premises served by the Cooperative, unless the board of trustees acting under policies of general application shall determine otherwise. In the event a non-member patron shall elect to become a member of the Cooperative, the capital credited to the account of such non-member patron may be applied by the Cooperative toward the payment of a membership fee on behalf of such non-member patron.
Notwithstanding any other bylaw provision or provisions in the membership agreement, if a member (member as used herein shall include a former member) fails to claim any cash retirement of Capital Credits within three (3) years after payment of the same has been declared payable to such member by a notice or check mailed to the member at the last known address of the member, then such funds shall be considered to be an absolute and irrevocable assignment of the payment due the member to the Cooperative, less any charges for maintaining the member’s accounts. The Cooperative’s notice obligation to the member shall be satisfied by a good faith attempt to deliver a notice or payment to the member at the last address furnished by the member to the Cooperative. The irrevocably assigned Capital Credits shall be reallocated on the patronage basis to those members who received services in the calendar year in which the assignment to the Cooperative occurs. In order to be consistent with the effective date of Chapter 96-301, Laws of Florida regarding the disposition of unclaimed property, this bylaw shall be effective retroactively as of December 1, 1996.
Notwithstanding any other provision of these bylaws, the board of trustees, at its discretion, shall have the power at any time upon the death of any patron, if the legal representatives of the estate of such deceased patron shall request in writing that the capital credited to any such patron be retired prior to the time such capital would otherwise be retired under the provisions of these bylaws, to retire capital credited to any such patron immediately upon such term and conditions as the board of trustees, acting under policies of general application, and the legal representatives of such patron’s estate shall agree upon; provided, however, that the financial condition of the Cooperative will not be impaired thereby.
SECTION 3. Applicability and Acceptance of Bylaws.
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 a separate instrument 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 Cooperative’s office.
SECTION 4. Debts of Patrons and Set Off.
No patron or member of the Cooperative shall be entitled to receive any retirement of capital credits if such patron or member is indebted to the Cooperative in any manner. Any indebtedness due the Cooperative by any patron or member, at the option of the board of trustees, may be set off against the capital credits of such patron or member at any time, whether the Statute of Limitations has run against such indebtedness or not.
ARTICLE VIII - DISPOSITION OF PROPERTY
The Cooperative may not sell, mortgage, lease or otherwise dispose of or encumber all or any substantial portion of its property unless such sale, mortgage, lease, or other disposition or encumbrance is authorized at a duly held meeting of the members thereof by the affirmative vote of not less than two-thirds (2/3) of all 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, or any other provision of law, the board of trustees 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 such terms and conditions as the board of trustees shall determine, to secure any indebtedness of the Cooperative to the United States of America or any instrumentality or agency thereof, or to any person, corporation, financial institution, or entity lending money to the Cooperative.
ARTICLE IX - SEAL
The corporate seal of the Cooperative shall have inscribed thereon the name of the Cooperative and the words “Corporate Seal, Florida.”
ARTICLE X - FINANCIAL TRANSACTIONS
SECTION 1. Contracts.
Except as otherwise provided in these bylaws, the board of trustees 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.
Except otherwise provided by law or in these bylaws, 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, officers, agent, or agents of the Cooperative and in such manner as shall from time to time be determined by resolution of the board of trustees.
SECTION 3. Deposits.
Except for petty cash, all funds of the Cooperative shall be deposited in such bank or banks as the board of trustees may select.
SECTION 4. Fiscal Year.
The fiscal year of the Cooperative shall begin on the first day of January of each year and end on the thirty-first day of December of the same year.
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 of trustees, purchase stock in or become a member of any corporation or organization organized on a non-profit basis for the purpose of engaging in or furthering the cause of rural electrification or any other corporation for the purpose of acquiring electric facilities.
SECTION 2. 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 because the meeting shall not have been lawfully called or convened.
SECTION 3. Policies, Rules and Regulations.
The board of trustees 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, administration and regulation of the business and affairs of the Cooperative.
SECTION 4. Accounting System and Reports.
The board of trustees 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 Services of the United States of America. The board of trustees 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.
SECTION 5. Area Coverage.
The board of trustees 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.
ARTICLE XII - AMENDMENTS
SECTION 1. Amendment of Bylaws.
These bylaws may be altered, amended or repealed by the members at any regular or special meeting, provided the notice of such meeting shall include a copy of the language of the proposed alteration, amendment or repeal (for purposes of this Article XII, the term “amendment” shall include the amendment of an existing bylaw, the repeal of an existing bylaw, and the adoption of a new bylaw).
SECTION 2. Procedure for Amending Bylaws.
Amendments to these bylaws shall be initiated by either a resolution adopted by the board of trustees or by a petition of the members.
(a) If an amendment is proposed by the board of trustees, it shall first be adopted by a majority of the trustees present and voting at any regular or special meeting of the board. Thereafter, such amendment shall be presented to the membership at the annual meeting of the members, or at any special meeting of the members, provided that due notice of the amendment is given as provided in Section 1.
(b) Members may initiate amendments to the bylaws in the manner provided by Florida Statute §425.18 (1991). [NOTE: Briefly, §425.18 sets forth the conditions whereby members may propose an amendment by petition that is signed by not less than ten (10) percent of the cooperative.]
(c) Amendments to the bylaws shall be subject to any limitations contained in the Rural Electric Cooperative law, Chapter 425, Florida Statutes.
As amended March 26, 2015