Bylaws of Sac Osage Electric Cooperative

ARTICLE I
MEMBERSHIPS

 

SECTION 1. Requirements for Membership.

Any person, entity, firm, association, corporation, or body politic or subdivision thereof will become a member in SAC OSAGE ELECTRIC COOPERATIVE (Hereinafter called the "Cooperative") by:

1. filing a written application for membership therein;
2. actually purchasing from the Cooperative electric energy as hereinafter specified; or, in the case of a small power producer or cogenerator being inter connected with the Cooperative's line system;
3. agreeing 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, and
4. paying the membership fee hereinafter specified;

No person, entity, firm, association, corporation or body politic or subdivision thereof may hold more than one membership in the Cooperative, and no membership in the Cooperative shall be transferable, except as provided in the bylaws. No person, entity, firm, association, corporation or body politic or subdivision thereof holding membership in the Cooperative shall have more than one vote on any matter properly coming before the membership at any annual or special meeting thereof, irrespective of the number of services or connections that member may have.

SECTION 2. 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.

SECTION 3. 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 Directors.
• (b) Upon the death of either spouse who is a party to the joint membership, such membership shall be held solely by the survivor. However, the estate of the deceased shall not be released from any debts due the Cooperative.

SECTION 4. Membership Fees.

The membership fee shall be five dollars, upon the payment of which a member shall be eligible for one service connection.

SECTION 5. Purchase of Electric Energy.

Each member except those who are small power producers or cogenerators within the meaning of the Public Utility Regulatory Policies Act, 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. It is expressly understood that amounts paid for electric energy in excess of the cost of service are furnished by members as capital and each member shall be credited with the capital so furnished as provided by the bylaws. Each member shall pay to the Cooperative such minimum amount regardless of the amount of electric energy consumed, as shall be fixed by the board from time to time. Each member shall also pay all amounts owed by him to the Cooperative as and when the same shall become due and payable. The responsibilities of a member who is a small power producer or cogenerator with respect to the purchase of energy shall be such as may be established by written agreement between the Cooperative and that member.

• (a). Each member shall in his application for membership agree to give to the Cooperative such right of way as is necessary for the operation of its line, and if the member is not the owner of the property, the member shall obtain from the owner of the property an agreement to give such right of way as is necessary for the operation of the Cooperative lines.
• (b). Such right of way shall provide that the Cooperative may operate, construct and maintain on the lands of the member or owner, and upon or in all streets, roads or highway abutting such lands, electric transmission or distribution lines or systems, and to cut, spray and trim trees, and shrubbery to the extent necessary to keep them clear of the said electric lines or systems, and to cut down and spray and kill from time to time all dead, weak, leaning or dangerous trees that are tall enough to strike the said electric lines in falling.

SECTION 6. Termination of Membership.

• (a). Any member may withdraw from membership upon compliance with such uniform terms and conditions as the Board of Directors may prescribe. The Board of Directors of the Cooperative may, by the affirmative vote of not less than two thirds of all the directors, expel any member who fails to comply with any of the provisions of the articles of incorporation, bylaws or rules and regulations adopted by the Board of Directors, but only if such member shall have been given written notice by the Secretary of the Cooperative that such failure makes him liable to expulsion and such failure shall have continued for at least ten days after such notice was given. Any expelled member may be reinstated by vote of the Board of Directors or by vote of the members at any annual or special meeting. The membership of a member who for a period of six (6) months after service is available to him, has not purchased electric energy from the Cooperative, or of a member who has ceased to purchase energy from the Cooperative, shall be canceled by resolution of the Board of Directors, except however, this shall not apply to a member who is a small power producer or cogenerator within the meaning of the Public Utility Regulatory Policies Act.
• (b). Upon the withdrawal, death, cessation of existence or expulsion of a member the membership of such member shall thereupon terminate. Termination of membership in any manner shall not release a member or his estate from any debts due this Cooperative.
• (c). In case of withdrawal or termination of membership in any manner, the Cooperative will repay to the member the amount of membership fee paid by him, provided, however, that the Cooperative shall deduct from the amount of the membership fee the amount of any debts or obligations owing from the member of the Cooperative.

SECTION 7. Wiring of premises; Responsibility therefor; Responsibility for meter tampering or bypassing and for damage to cooperative properties; Extent of cooperative responsibility; Indemnification.

It shall be the responsibility of all members to properly and safely wire all dwellings, barns, outbuildings or other improvements located to the member's side of the meter. Each member shall be responsible for and shall indemnify the Cooperative and its employees, agents and independent contractors against death, injury, loss or damage resulting from any defect in or improper use or maintenance of such premises and all wiring and apparatuses connected thereto or used thereon. Each member shall make available to the Cooperative a suitable site, as determined by the Cooperative, whereon 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, safely and without interference from hostile dogs or any other hostile source, for meter reading, bill collecting and for inspection, maintenance, replacement, relocation, repair or disconnection of such facilities at all reasonable times. As part of the consideration for such service, each member shall be the Cooperative's bailee of such facilities and shall accordingly desist from interfering with, impairing the operation of or causing damage to such facilities, and shall use his best 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 by any other person when the member's reasonable care and surveillance should have prevented such, the member shall indemnify the Cooperative and its employees, agents and independent 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, if any, of revenues resulting from the failure or defective functioning of its metering equipment. The Cooperative shall, however, in accordance with its applicable service rules and regulations, indemnify the member of any overcharges for service that may result from a malfunctioning of its metering equipment or any error occurring in the Cooperative's billing procedures. In no event shall the responsibility of the Cooperative for furnishing electric service extend beyond the point of delivery.

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 by 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 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 shall be liable or responsible for any debts or liabilities of the Cooperative.

ARTICLE III
MEETING OF MEMBERS

SECTION 1. Annual Meeting.

The annual meeting of the members shall be held on such day after the first of June and prior to the first day of October of each year as shall be fixed by the Board beginning with the year 1951 at such place in the County of Cedar, State of Missouri, as shall be designated by the Board. The annual meeting shall be held for the purpose of electing directors, 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 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 Directors or upon a written request signed by any three directors, by the President, or by twenty per centum or more of all the members and it shall thereupon be the duty of the Secretary to cause such notice of such meeting to be given as hereinafter provided. Any request signed by twenty (20%) per centum of all the members shall be submitted to the Board at its regular monthly meeting. The Board shall, at the same meeting, appoint a validation committee of five (5) members who shall apply the criteria set forth in Article IV, Section 6. The validation committee shall deliver its written report to the President within twenty (20) days following its appointment. Thereafter within sixty (60) days it shall then be the duty of the President to call a special meeting for the purposes stated in the request signed by the members. Special meetings of the members may be held at any place within the County of Cedar, State of Missouri, specified in the notice of the special meeting.

SECTION 3. Notice of Members' Meetings.

Written or printed notice stating the place, day and hour of the meeting and, in case of a special meeting or an annual meeting at which business requiring a special notice is to be transacted, the purpose for which the meeting is called, shall be delivered not less than ten (10) days nor more than twenty five (25) days before the date of the meeting, either personally or by mail, by or at the discretion of the Secretary, or upon a default in duty by the Secretary, by the persons calling the meeting, to each member. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the member at his 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.

Copies of the Annual Financial Statement shall be made available to members at the office of the Cooperative. Copies of the Annual Financial Statement of the Cooperative shall also be made available to members at each annual meeting.

SECTION 4. Quorum.

A quorum for all meetings of members shall be determined as follows: As long as the total number of members does not exceed two thousand, five percent of the total number of members present in person or voting by mail shall constitute a quorum. In case the total number of members shall exceed two thousand, then the quorum shall be five percent of the first two thousand members and two percent of all members in excess of two thousand who are present in person or voting by mail. If less than a quorum is present at any meeting, a majority of those present in person may adjourn the meeting from time to time without further notice. 

SECTION 5. Ballot.

A ballot if required shall be mailed to each member with the notice of meeting. The ballot so mailed shall constitute the sole and only official ballot to be cast by a member pursuant to Section 7 of this Article or in person at the meeting in accordance with Section 6 of this Article. In the event a member fails to receive a ballot or loses or misplaces his ballot, he may make and deliver a sworn affidavit to that effect and shall be issued another ballot, provided however, the affidavit must be delivered to the office of the Cooperative no later than twenty four (24) hours prior to the membership meeting. No additional ballots shall be issued after twenty four (24) hours prior to the meeting.

The ballot may be in two (2) parts and shall be printed or mimeographed. The first part of the ballot shall list the candidates, if there are two (2) or more, standing for election to the office of director from that member's district who have been nominated by nominating petition as provided in Section 4 of Article IV. The names of the candidates shall be arranged by district in the order the nominating petitions were received by the Cooperative.

The second part of the Ballot shall list the propositions, if any, requiring special notice and any other proposition which, in the discretion of the Board, should be put to a vote of the membership.

SECTION 6. Voting.

Each member shall be entitled to only one vote upon each matter submitted to a vote at a meeting of the members in accordance with Section 1 of Article 1. All questions shall be decided by a vote of a majority of the members voting thereon in person or by mail, except as otherwise provided by law, the articles of incorporation or these bylaws. All voting for directors, removal of directors or bylaws amendments shall be by secret ballot, provided however, the board may adopt a reasonable method of controlling the validity of any ballot.

If a membership is held in the name of the husband individually or the wife individually then only the husband or the wife, as the case may be, may cast the vote represented by the membership. If a membership is held in the name of a husband and wife jointly, then either the husband or wife, but not both, may cast the vote represented by the membership.

SECTION 7. Mail Voting.

Any member may cast his, her, or its vote by mail or by delivery of his ballot to the office of the Cooperative upon any proposition submitted to a vote at any annual meeting of the members except a vote at an annual meeting for the removal and replacement of a director(s) pursuant to Article IV, Section 6. Such member voting by mail shall enclose the ballot in a sealed, stamped envelope addressed to Inspectors of Election, c/o the Cooperative at the principal office of the Cooperative, deposit same in the United States mail with sufficient postage to insure delivery. All ballots received up to the hour of convening the member meeting shall be held and delivered unopened to the inspectors of election, who shall open, verify and count such ballots at the time other ballots are counted.

SECTION 8. 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. Call to order.
2. Report from the President or the President's designee concerning the number of members present in order to determine the existence of a quorum.
3. Certification by the Secretary that notice of the meeting was properly given.
4. Minutes of the previous meeting of the members shall be made available or, at the Secretary's option, shall be read and appropriate action shall be taken thereon.
5. The election of directors, except that the election may be moved forward or backward in the agenda whichever, in the discretion of the Chairman, best facilitates an orderly and prompt meeting.
6. Unfinished business.
7. New business.
8. Adjournment.

ARTICLE IV
DIRECTORS

SECTION 1. General Powers.

The business and affairs of the Cooperative shall be managed by a board of nine directors which shall exercise all the powers of the Cooperative except such as are by law, the articles of conversion or these bylaws conferred upon or reserved to the members.

SECTION 2. Election and Tenure of Office.

The persons serving as directors on the day of the adoption of this amendment shall compose the Board of Directors until the first annual meeting following the adoption of the amendment of this article to be submitted to the membership on June 8, 1976, or until their successors have been elected and shall have qualified. Beginning with the annual meeting held in the year 1977, the directors of the Cooperative shall be divided into nine districts numbered 1, 2, 3, 4, 5, 6, 7, 8 and 9. The terms of office of the directors of Districts 1, 2 and 3 shall be for a term of three (3) years and they shall be elected at the annual meeting in 1977 and shall expire at the annual meeting in 1980; the terms of office of the directors serving in Districts 4, 5 and 6 shall be for a term of three (3) years and they shall be elected at the annual meeting in 1978 and shall expire at the annual meeting in 1981. The terms of office of the directors of Districts 7, 8 and 9 shall be for a term of three (3) years and they shall be elected at the annual meeting in 1979 and shall expire at the annual meeting held in the year 1982. At each annual meeting after the annual meeting held in 1979, three directors shall be elected by ballot for a term of three years, such directors to be elected from the districts served by those directors whose terms are expiring, or until their successors shall have been elected and shall have been qualified for a three year term in the order and sequence above set forth as to the nine numbered districts.

If an election of directors shall not be held on the date designated herein for the annual meeting or any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the members or as soon thereafter as practical.

No member of the Board of Directors shall serve more than six (7) consecutive terms. This limitation shall apply upon completion of a current director’s term and any director who has served six (7) consecutive terms shall not be eligible for reelection for a period of three (3) years. Any member appointed or elected to fill a vacancy on the Board of Directors who serves at least one-half of a term of office shall be considered to have served a term in that office.

SECTION 3. Qualifications.

No person shall be eligible to become or remain a director or to hold any position of trust in the Cooperative who:

• (a). is not a bona fide resident member of the Cooperative for one year and bona fide resident in the area designated as a district to be served by such directors which he is to represent; or
• (b). is in any way employed by or financially interested in a business selling electric energy in competition with the Cooperative.
• (c). is the father, father in law, mother, mother in law, brother, brother in law, sister, sister in law, child or the spouse of any employee or director of the Cooperative, provided this provision shall not apply to any director serving as of the effective date of this section, June 12, 1984, as to any relationship between that director and any employee or other director of the Cooperative existing at that time.
• (d). has been found guilty or convicted of, or pled guilty or no contest to, a felony under the laws of the State of Missouri or an offense committed in another state that would be considered a felony if committed in the State of Missouri.

Upon establishment of the fact that a director is holding office in violation of any of the foregoing provisions, the Board of Directors shall remove such director 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 Directors.

SECTION 4. Nomination and voting.

Not later than sixty (60) days prior to the annual meeting it shall be the duty of the Secretary to prepare or cause to be prepared and mailed to each member residing in the districts in which vacancies will exist at the annual meeting a form of nominating petition. The nominating petition shall inform the members that a vacancy will exist in their district at the annual meeting, the name of that incumbent and whether the incumbent intends to seek reelection. Within twenty days following the mailing of the nominating petitions any qualified member may be nominated as a candidate for election to the office of director in any district in which the candidate resides and a vacancy will exist at the forthcoming annual meeting. The nominating petition shall state the date upon which the nominating process will close, which date shall be the twentieth day following the mailing of nominating petitions to the members.

A qualified member shall be nominated when a petition naming that member is timely delivered to the office of the Cooperative signed by fifteen (15) members residing in the district in which the vacancy will exist. No member shall sign more than one nominating petition. In the event two (2) or more petitions contain the signature or signatures of members who have signed petitions previously submitted to the Cooperative, the signature shall not be counted on any petition after the first petition bearing the same signature has been submitted.

A qualified member submitting a nominating petition as a candidate for election to the Board of Directors shall also disclose with such submission a statement as to whether the candidate has received or expects to receive any money, financial benefits, or campaign contributions of any kind from third-parties or outside sources, along with the identities of all such sources, amounts received from each, and dates such contributions were made or expected to be made. Such dis-closure must also be updated by a candidate by 3:00 p.m. on each Friday between the date such nominating petition is submitted to the Cooperative and 3:00 p.m. on the day of the annual membership meeting. If it determines it to be appropriate, the Cooperative is authorized to notify the members entitled to vote on such director nomination the information disclosed by the candidate by a form of communication which the Board deems suitable under the circumstances. Additionally, such disclosure shall also be updated by the candidate within five (5) days after the election should such candidate be elected by the members to serve on the Board.

Following closure of the nominating process, no further nominations shall be received, and in those districts in which two (2) or more persons have been nominated it shall be the duty of the Secretary to prepare and mail or cause to be prepared and mailed along with the notice of meeting as described in Article III, Section 3, the official ballot as described in Article III, Section 5. The ballot may be mailed, in accordance with Article III, Section 7, or voted in person at the membership meeting in accordance with Article III, Section 6. Only those members residing in districts in which vacancies on the board will exist at the annual meeting shall be mailed part one of the ballot. Part two of the ballot, if there shall be a part two, shall be mailed to all members. If only one (1) person is nominated for the position of director in any district, ballots shall not be mailed and the person nominated shall be deemed elected at the annual meeting of the members. Any director elected without opposition shall commence serving immediately after the election results are announced at the annual meeting of the members.

Each properly nominated candidate shall be entitled to submit to the Cooperative a biographical sketch and position paper which shall be included with the notice of meeting. The biographical sketch and position paper shall not exceed five hundred (500) words in length. The Cooperative shall be entitled to delete from the materials submitted by a candidate any statements which may be deemed obscene or defamatory of any other candidate. The Cooperative shall have absolute discretion in determining whether the statement contains obscenities or defamation.

Each member of the Cooperative voting by mail or in person shall be entitled to vote only for one candidate residing in the same district as that member. No member shall be entitled to vote in any district election in which the member does not reside. The candidate from each district receiving the highest number of votes cast by mail and in person shall be elected to the board representing the district in which he resides even though such candidate may not receive the majority of votes cast for candidates from that district. Ties between two or more candidates shall be resolved by a coin toss or tosses.

SECTION 5. Voting Districts.

The territory served or to be served by the Cooperative shall be divided into nine (9) districts, each of which shall contain as nearly as possible the same number of members. Each district shall be represented by one board member. The nine districts shall be as follows:

See section at the back of this book for description of the nine districts.

Not less than sixty (60) days before any meeting of the members at which board members are to be elected, the board shall review the composition of the several districts and, if it should find any inequalities in representation, which could be corrected by redelineation of districts, the board shall reconstitute the districts so that each shall contain as nearly as possible the same number of members.

SECTION 6. Removal of Directors by Members.

Any member may bring one or more charges for cause against any one or more directors and may request the removal of such director (s) by reason thereof by filing with the Board of Directors such charge (s) in writing together with a petition signed by not less than ten (10%) percent of the total membership of the Cooperative which shall include twenty (20%) percent of those members residing in the district represented by the director whose removal is sought. The petition shall call for a special member meeting the stated purpose of which shall be to hear and act on such charges and, if one or more directors are recalled, to elect their successors. The petition shall be submitted to the Board of Directors at its regular monthly meeting. Upon receipt of the petition the Board shall, at the same meeting, appoint a committee of five (5) members who shall not be employees or directors to validate the signatures on the petition. The validation committee shall complete the validation process within twenty (20) days following its appointment and shall deliver its written report to the President of the Board. Each page of the petition shall, in the forepart thereof, state the name(s) and address(es) of the member(s) filing such charge(s), a verbatim statement of such charge(s), the name(s) of the director(s) and the district(s) served by the director(s) against whom such charge(s) is (are) being made. The petition shall be signed by each member in the same name as he is billed by the Cooperative and shall state the signatory's address as the same appears on such billings. Notice of such charge(s) verbatim, of the director(s) against whom the charge(s) have been made, of the member(s) filing the charge(s) and of the purpose of the meeting shall be contained in the notice of the meeting, as provided in Section 2 of Article III, or separately noticed to the members not less than fifteen (15) days prior to the member meeting at which the matter will be acted upon; PROVIDED, that the percentage of members whose signatures are required to call a special meeting for the removal of the director(s) under this Section shall be ten (10%) percent of the total membership rather than twenty (20%) percent which is required for all other special meetings under Article III, Section 2. Such director(s) shall be informed in writing of the charges after they have been validly filed and at least twenty (20) days prior to the meeting of the members at which the charge(s) are to be considered, and shall have an opportunity at the meeting to be heard in person, by witnesses, by counsel or any combination of such, and to present evidence in respect of the charge(s); and the person(s) bringing the charge(s) shall have the same opportunity, but must be heard first. No person charged or bringing charges under this section shall chair any meeting of the membership conducted pursuant to this section. The question of the removal of such director(s) shall, separately for each if more than one has been charged, be considered and voted upon by the total membership of the cooperative at such meeting, and any vacancy created by such removal shall be filled by vote of the total membership of the Cooperative at such meeting without compliance with the foregoing provisions with respect to nominations, PROVIDED, that the question of the removal of a director shall not be voted upon at all unless some evidence in support of the charge(s) against him shall have been presented during the meeting through oral statements, documents or otherwise. A newly elected temporary director shall be from or with respect to the same Directorate District as was the director whose office he succeeds and shall serve until the next annual meeting of the members, unless the next annual meeting is held within sixty (60) days following the special meeting. If the next annual meeting is within sixty (60) days following the special meeting then the director elected at the special meeting shall serve until the next annual meeting following the first such annual meeting after the special meeting. At the annual meeting at which the temporary director's term expires, the office(s) of director shall again be deemed vacant and a permanent replacement director shall be elected pursuant to the election procedure set out in Articles III and IV. The permanent replacement director(s) so elected shall serve the balance of the unexpired term of any director(s) removed under this Section.

SECTION 7. Vacancies.

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

SECTION 8. Compensation.

Directors shall, as determined by resolution of the Board of Directors, receive, on a per diem basis a fixed fee not to exceed $250.00 for the first meeting of each month and not to exceed $50.00 for any additional meeting in the same month, (a) for attending the Board of Directors meeting and (b) for the performance of other Cooperative business when such has had prior approval of the Board of Directors. Directors shall also receive advancement or reimbursement of any travel and out of pocket expenses, including reimbursement for personal car use based on the standard IRS mileage rate, actually, necessarily and reasonably incurred, in attending Board of Director meetings and in performance of other authorized Cooperative business. No director shall receive compensation for serving the Cooperative in any other capacity unless the payment and amount of such compensation shall be specifically authorized by a vote of the members of the Cooperative or such payment and amount shall be specifically authorized by the Board of Directors upon their certification of such as an emergency measure: PROVIDED, that a director who is also an officer of the Board, and who as such officer performs regular or periodic duties of a substantial nature for the Cooperative in its fiscal affairs, may be compensated in such amount as shall be fixed and authorized in advance of such service by the Board of Directors.

Except for compensation received for services on the Board of Trustees of the Cooperative’s affiliated power transmission company, or any third-party compensation approved in advance by the Board of Directors, no member of the Board of Directors shall receive any money, financial benefits, or contributions of any kind from any third-party or outside source related to their service on the Board once elected. Violation of the provisions of this section, or a failure to dis-close the information required to be submitted by a Board of Director candidate as provided in Section 4 of this Article, will result in the disqualification from Board service whether learned before or after the election, and the vacancy created by such disqualification shall be filled by the Board of Directors pursuant to Section 7 of this Article IV.

SECTION 9. Purchase of Services or Materials by a Director or Employee.

No service or materials shall be offered to a Director or employee of the Cooperative which is not also offered, and advertised as being available, to all other members of the Cooperative upon the same terms and conditions.

SECTION 10. Prohibition Against Electioneering.

No Director or employee of the Cooperative shall use any Cooperative facility or property for the purpose of advancing the candidacy of any person for the office of Director of the Cooperative except as otherwise authorized by these bylaws.

ARTICLE V
MEETINGS OF DIRECTORS

SECTION 1. Regular Meetings.

A regular meeting of the board of directors shall be held without notice, immediately after, and at the same place as, the annual meeting of the members. A regular meeting of the board of directors shall also be held monthly at such time and place in Cedar County, Missouri, as the board of directors may provide by resolution. Such regular monthly meeting may be held without notice other than such resolutions fixing the time and place thereof.

SECTION 2. Special Meetings.

Special meetings of the board of directors may be called by the President or by any three directors, 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 Directors calling the meeting shall fix the time and place (which shall be in Cedar County, Missouri), for the holding of the meeting. Special meetings, upon proper notice or waiver of same, may also be held via telephone conference call, without regard to actual location of the Directors at the time of such conference meeting.

SECTION 3. Notice of Directors Meetings.

Written notice of the time, place and purpose of any special meeting of the board of directors shall be delivered to each director not less than five days previous thereto, 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 directors calling the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the director at his address as it appears on the records of the Cooperative, with postage thereon prepaid.

SECTION 4. Quorum.

A majority of the board shall constitute a quorum, provided, that if less than such majority of the directors is present at said meeting, a majority of the directors present may adjourn the meeting from time to time, and provided further, that the Secretary shall notify any absent directors of the time and place of such adjourned meeting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board 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 directors from time to time. The offices of Secretary and Treasurer may be held by the same person.

SECTION 2. Election and Term of Office.

The officers shall be elected by ballot, annually by and from the board of directors at the meeting of the board of directors 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 directors 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 directors for the unexpired portion of the term.

SECTION 3. Removal of Officers and Agents by Directors.

Any officer, agent or employee elected or appointed by the Board of Directors may be removed by the Board whenever in its judgment the best interests of the Cooperative will thereby be served.

SECTION 4. President.

The President shall:

1. be the principal executive officer of the Cooperative and,unless otherwise determined by the members of the board of directors, shall preside at all meetings of the members and the board of directors; except as provided in Section 6 of Article IV;
2. sign any deeds, mortgages, deeds of trust, notes, bonds, contracts, or other instruments authorized by the board of directors to be executed, except in cases in which the signing and executing thereof shall be expressly delegated by the board of directors or by these bylaws to some other officer or agent of the Cooperative, or shall be required by law to be otherwise signed or executed; and
3. in general perform all duties incident to the office of President and such other duties as may be prescribed by the board of directors from time to time.

SECTION 5. Vice President.

In the absence of the President, or in the event of his inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall also perform such other duties as from time to time may be assigned to him by the board of directors.

SECTION 6. Secretary.

The secretary shall be responsible to:

1. keep the minutes of the meeting of the members and of the board in one or more books provided for that purpose;
2. see that all notices are duly given in accordance with these bylaws or as required by law;
3. be custodian of the corporate records and of the seal of the Cooperative and affix 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;
4. keep a register of the name and post office address of all members;
5. have general charge of the books of the Cooperative;
6. keep on file at all times a complete copy of the Articles of Incorporation, the bylaws of the Cooperative containing all amendments thereto, the minutes of all meetings of the members, the minutes of all Board meetings, except that portion of the meeting conducted in executive session and the current annual audit of the Cooperative, (all of which shall be available for inspection by any member) and at the expense of the Cooperative, shall forward copies of the same to any member upon written request; and
7. in general perform 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.
8. The Secretary may delegate any duties or responsibilities under this or any other section of the Bylaws to the general manager of the Cooperative or to any other employee of the Cooperative.

SECTION 7. Treasurer.

The Treasurer shall:

1. have charge and custody of and be responsible for all funds and securities of the Cooperative;
2. be responsible for the receipt of and the issuance of receipts for all moneys due and payable to the Cooperative and for the deposit of all such moneys in the name of the Cooperative in such banks or financial institutions as shall be selected in accordance with the provisions of these bylaws; and
3. in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned him by the board of directors.
4. delegate in the Treasurer's discretion any responsibilities or duties contained in this section or any other section of the Bylaws to the general manager or any other employee of the Cooperative.

SECTION 8. Manager.

The board of directors 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 directors 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 give bond 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 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 directors subject to the provisions of these bylaws with respect to compensation for directors.

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, or non members, will through their patronage furnish capital for the Cooperative. In order to induce the 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 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; provided, however, that the Board of Directors shall have the power to adopt rules providing for the separate allocation and retirement of that portion (power supply portion or other supplemental financing portion) of capital credited to the account of the Cooperative by an organization furnishing electric service or supplemental financing to the Cooperative.

All other amounts, received by the Cooperative from its operations in excess of costs and expenses shall, insofar as permitted by law be:

1. used to offset any losses incurred during the current or any prior fiscal year; and
2. 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 part of the capital credited to the accounts of patrons, as hereon provided.

Such rules shall:

• (a) establish a method of determining the power supply portion, the supplemental financing portion, or other portion of Capital credited to each patron for each applicable fiscal year,
• (b) provide for separate identification on the Cooperative's books of the power supply portion or the supplemental financing portion of capital credited to the Cooperative's patrons,
• (c) provide for appropriate notification to patrons with; respect to the power supply portion, the supplemental financing portion, or other portion of capital credited to their accounts, and
• (d) preclude a general retirement of the power supply portion, or the supplemental financing portion of capital credited to patrons for any fiscal year prior to the general retirement of other capital credited to the patrons for the same year or of any capital credited to patrons for any prior fiscal year.

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 liquidation, the board shall determine that the financial condition of the cooperative will not be impaired, the capital then credited to the patrons’ accounts may be retired in full or in part. Notwithstanding any other provisions of these bylaws, the board shall determine the method of allocation, basis, priority and order of retirement, if any, for all amounts furnished as patronage capital.

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

Notwithstanding any other provisions of these bylaws, the board at its discretion shall have the power at any time upon the death of any patron, member or non member who is a natural person, if the legal representatives of his estate shall request in writing that the capital credited to any such patron, member or non member, 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, member or non member, immediately upon such terms and conditions as the board of directors, acting under policies of general application, and the legal representatives of such patron's, member's or non member's estate shall agree upon; provided, however, that the financial condition of the Cooperative will not be impaired thereby.

The Cooperative, before retiring any capital credited to any patron's account, shall deduct therefrom any amount owing by such patron to the Cooperative, together with interest thereon at the legal rate on judgments in effect when such amount became overdue, compounded annually.

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 3. Assignment of Patronage Capital to the Cooperative.

Notwithstanding any provisions herein contained to the contrary, the Cooperative shall recover, after a period of two (2) years, any unclaimed capital credits, patronage refunds, utility deposits, membership fees, or account balances for which the owner (member or former member) cannot be found and are the result of distributable savings of the Cooperative, giving sixty (60) days notice in a newspaper of general circulation, published in the county in which the Cooperative locates its general headquarters. Such notice shall state the owner's name and approximate amount of owner's interest, and that if not duly claimed within sixty (60) days of said notice, the same shall be turned over to the Cooperative, which shall reallocate the same to other members. If no provable claim shall have been filed within sixty (60) days after the one time publication of said notice, the Cooperative may credit against said account any amounts due and owing the Cooperative by said member and thereafter allocate to the other members of the Cooperative on a pro rata basis. Such amounts of said members (the allocations herein contemplated) shall be allocated to those who are members as of the year and on a pro rata basis for the year in which the 60th day falls after the published notice.

Any member or former member who fails to claim any capital credit or other payment within two (2) years after payment has been made available to such person, shall have made an irrevocable assignment and gift to the Cooperative of such capital credits or other payments.

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 meeting of the members thereof by the affirmative vote of not less than two thirds 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 such terms and conditions as the board shall determine, to secure any indebtedness of the Cooperative to the United States of America or any instrumentality or agency thereof, or to any bank or other financial institution as permitted by law; provided further that the board may upon the authorization of a majority of those directors of the Cooperative present at a meeting of the directors 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.

ARTICLE IX
SEAL

The corporate seal of the Cooperative shall be in the form of a circle and shall have inscribed thereon the name of the Cooperative and the words "Corporate Seal, Missouri."

ARTICLE X
FINANCIAL TRANSACTIONS

SECTION 1. Contracts.

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

SECTION 2. Checks, Drafts, Etc.

All checks, drafts or other orders for the payment of money, and all notes, bonds or other evidences of indebtedness issued in the name of the Cooperative shall be signed 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 of directors.

SECTION 3. Deposits.

All funds except petty cash of the Cooperative shall be deposited or invested from time to time to the credit of the Cooperative in such financial institution, cooperatives chartered pursuant to the Rural Electrification Act of 1936 or entities such as the Rural Electrification Administration or National Rural Utilities Cooperative Finance Corporation which make below market interest rate loans available to Rural Electric Cooperatives, as the board may determine. To the extent possible, consistent with advancing the cause of Rural Electrification, the Cooperative shall request bids on the placement of its funds in an effort to obtain the highest return thereon. Further, to the extent possible all funds which are retained in financial institutions within the Cooperative's service area shall be offered to all such institutions within the service area on a nondiscriminatory basis.

SECTION 4. Changes in Rates.

Written notice shall be given to the Administrator of the Rural Electrification Administration of the United States of America not less than ninety (90) days prior to the date upon which any proposed change in the rates charged by the Cooperative for electric energy becomes effective.

SECTION 5. Fiscal Year.

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

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 meeting duly held, 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 authorization of the board of directors, purchase stock in or become a member of any corporation or organization organized for the purpose of engaging in or furthering the cause of rural electrification or telecommunication, so long as it does not violate any covenant of any security interest of the Cooperative.

Notwithstanding the limitation contained in this section, the Cooperative, upon affirmative of a majority of its board of directors, may create a wholly owned Chapter 351 subsidiary, the purpose of which shall be:

1. To generate, manufacture, purchase, acquire and accumulate electric energy and to transmit, distribute, furnish, sell and dispose of such electric energy; to construct, erect, purchase, lease as lessee and in any manner acquire, hold, own, maintain, operate, sell, dispose of, lease as lessor, exchange and mortgage plant buildings, works, machinery, supplies, apparatus, equipment and electric transmission and distribution lines and the systems necessary, convenient, or useful for carrying out and accomplishing any of the foregoing purposes; and to utilize its facilities and equipment and lines for communication or for any other purpose.
2. To assist its consumers by wiring or causing to be wired, their premises, and by installing or causing to be installed therein electric and plumbing appliances, fixtures, machinery, supplies, apparatus, and equipment of any and all kinds and character and in connection therewith and for such purposes to enter into and carry out all agreements necessary and advisable in connection therewith, and to purchase, acquire, lease, sell, distribute, install and repair, electric and plumbing appliances, fixtures, machinery, supplies, apparatus, and equipment of any and all kinds and character.
3. To do and perform any and all acts and things and to have and exercise any and all powers as may be necessary or convenient for accomplishing any or all of the foregoing purposes; and to exercise any of its powers anywhere.

SECTION 2. Waiver of Notice.

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

SECTION 3. Rules and Regulations.

The Board of Directors shall have power to make and adopt such 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 4. Accounting System and Reports.

The board shall cause to be established and maintained a complete accounting system which, among other things, and subject to applicable laws and rules and regulations of any regulatory body, shall conform to such accounting system as may from time to time be designated by the Administrator of the Rural Electrification Administration of the United States of America. The board shall, at such time and upon such date as the board shall fix, 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 date selected by the board of directors. A report of such audit shall be submitted to the members at the next following annual meeting. Such audit need not be the same as the fiscal year.

SECTION 5. Area Coverage.

The board shall make diligent effort to see that electric service is extended to all unserved persons within the Cooperative service area who: a. desire such service; and b. meet all reasonable requirements established by the Cooperative as a condition of such service.

SECTION 6. Rules of Order.

Parliamentary procedure at all meetings of the members, of the Board of Directors, of any committee provided for in these Bylaws and of any other committee of the members or Board of Directors which may from time to time be duly established shall be governed by the most recent edition of Robert's Rules of Order, except to the extent such procedure is otherwise determined by law or by the Cooperative's Articles of Incorporation or Bylaws.

SECTION 7. Indemnification of Directors, Officers and Employees.

The Cooperative shall indemnify directors, officers, including the General Manager, agents and employees, against liability to the extent that their acts or omissions constituting the grounds for alleged liability were performed in their official capacity and, if actionable at all, were based upon good faith business judgements in the belief the acts or omissions were in the best interest of the Cooperative or were not against the best interests of the Cooperative. The Cooperative may purchase insurance to cover such indemnification.

ARTICLE XII
AMENDMENTS

These bylaws may be altered, amended, or repealed by the members at any regular or special meeting, provided the notice of such meeting shall have contained a copy of the proposed alterations, amendments or repeal.

A proposal to alter, amend or repeal the bylaws to be submitted to members for their consideration and action at any annual or special meeting of the Cooperative may be made by either (a) a resolution of the Board of Directors or (b) a written request submitted to the Board of Directors signed by at least two percent (2%) of all members residing in each voting district of the Cooperative in accordance with the provisions and procedures for the following paragraphs.

Before any proposal to alter, amend or repeal the bylaws presented by the members in accordance with item (b) of the preceding paragraph is put on the agenda for any membership meeting the following provisions and procedures must be complied with:

• a. The proposal must contain the exact language of the proposed bylaw alteration or amendment, or the language to be used to repeal an existing bylaw provision (a “Proposed Bylaw Change”).
• b. The Proposed Bylaw Change must be presented to the Cooperative’s Board of Directors at least one hundred eighty (180) days prior to the membership meeting at which the proposal is to be presented for membership consideration and action.
• c. Within ten (10) days of the Cooperative receiving a Proposed Bylaw Change, the President of the Cooperative shall request counsel to the Cooperative to review the language of the Proposed Bylaw Change and make a determination as to whether or not the language of the Proposed Bylaw Change is in compliance with all legal requirements to alter, amend or repeal the bylaws.
• d. Within thirty (30) days of receiving a written opinion from the Cooperative’s counsel that the Proposed Bylaw Change is in compliance with all legal requirements to amend, alter or repeal these bylaws, a validation committee of five (5) members shall be appointed by the Board of Directors who shall apply the criteria set forth in Article IV, Section 6 of these bylaws in determining whether the request for the Proposed Bylaw Change contains the signatures of at least two percent (2%) of all members residing in each voting district of the Cooperative.
• e. The validation committee shall deliver its written report to the President of the Cooperative within twenty (20) days following its appointment.
• f. If the validation committee reports that two percent (2%) or more of all members residing in each voting district of the Cooperative have signed the Proposed Bylaw Change, then the Proposed Bylaw Change shall be put on the agenda for consideration and action of the members at the next annual or special meeting of members.
• g. If the request for the Proposed Bylaw Change submitted by members also requests a special meeting of members be called to consider the Proposed Bylaw Change, then the requirements for calling a special meeting as set forth in Article III, Section 2 of these Bylaws shall also be complied with.

(These bylaws adopted September 16, 1946, at first meeting of the Board of Directors following conversion. Revised September, 2020)