Bylaws – Columbia Rural Electric Association

Article I Membership

Section 1. Requirements for Membership.

Any person, firm, association, partnership, corporation, legal entity, or body politic or subdivision thereof will become a member of Columbia Rural Electric Association, hereinafter called the “Cooperative” upon receipt of energy, utility service, or related products or services from the Cooperative, provided that individual or entity has first:

Made an application for membership therein, in which the applicant agrees to comply with the following:
1. Agreed to transact business with the Cooperative as hereinafter specified;
2. 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, and
3. Paid the membership fee hereinafter specified.

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.

All members have the same rights and obligations. By becoming a member each member agrees and acknowledges that: every member is a vital and integral part of the Cooperative; the Cooperative’s successful operation depends upon every member complying with the governing documents; and all members are united in an interdependent relationship.

Section 2. Member Certificates.

Membership in the Cooperative shall be evidenced by a notation in the books and records which shall be in such form and shall contain such provisions approved by the board. No membership shall be issued for less than the membership fee fixed in these bylaws, nor until such membership fee has been fully paid.

Section 3. Joint Membership

A husband and wife may establish a joint membership. Upon the death of a married member, the survivor becomes the member subject to the provisions of Section 4(b)1 for the conversion of joint membership. Patronage will accrue in the name of the surviving joint member immediately upon the death of his or her spouse. 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 a joint membership shall be as follows:

The presence at a meeting of either or both shall be regarded as the presence of one member and shall constitute a joint waiver of notice of the meeting;
The vote of either or both shall constitute one joint vote;
A waiver of notice signed by either or both shall constitute a joint waiver of notice of the meeting;
Notice to either shall constitute notice to both;
Expulsion of either shall terminate the joint membership;
Withdrawal of either shall terminate the joint membership;
Either but not both may be elected or appointed as an officer or board member, provided that both meet the qualifications for such office.

Section 4. Conversion of Membership.

A membership may also be converted to a joint membership between husband and wife, upon the written request of the holder thereof and 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.
Upon death, dissolution of marriage, legal separation, legal conclusion of the relationship, or failure to principally reside in the same location between joint members:
1. If one joint member continues to legally use, receive, or purchase a Cooperative product or service at the same location, then the joint membership converts to a membership in the name of the joint member continuing to legally use, receive, or purchase a Cooperative service at the same location;
2. If joint members continue to legally use, receive, or purchase a Cooperative service at the same location; then the joint membership converts to a membership in the name of the joint member determined by the Cooperative; or
3. If neither joint member continues to legally use, receive, or purchase a Cooperative product or service at the same location, then the joint membership terminates.

Section 5. Membership Fees.

Upon the payment of the membership fee, in an amount as determined from time to time by the board of directors of the Cooperative, a member shall be eligible for all products and services of the Cooperative in accordance with these bylaws and by board policies.

Section 6. Purchase of Utility Products & Service.

Each member shall, as soon as energy or utility products and service shall be available, purchase from the Cooperative all energy or utility products and service 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 energy or utility products and services in excess of the cost of same 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 energy, products, or services consumed, as shall be fixed by the board from time to time. Each member shall pay all amounts owed by the member to the Cooperative as and when the same shall become due and payable.

Section 7. Termination of Membership.

Any member may withdraw from membership upon compliance with such uniform terms and conditions as the board may prescribe. The board may, by the affirmative vote of not less than two-thirds of all the members of the board, 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, 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 or by vote of the members at any annual or special meeting. The membership of a member who for a period of 6 months after service is available to the member, has not purchased utility products or service from the Cooperative, or of a member who has ceased to purchase energy from the Cooperative, may be cancelled by resolution of the board.
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 or her estate from any debts due the Cooperative. Other than the right to receive retired and refunded patronage (capital credits) and rights in the event of the Cooperative’s dissolution, then in the event of termination of membership, the Cooperative’s duties, obligations, and liabilities imposed by these bylaws to the member cease and the Cooperative may discontinue providing any utility products or service to the terminated individual or entity.
In case of withdrawal or termination in any manner of a membership which was initiated, approved, and accepted as a new membership prior to January 1, 1987, the Cooperative shall repay to the member the amount of the membership fee paid by the member provided, however, that the Cooperative shall deduct from the amount of the membership fee the amount of any debts or obligations owed by the member to the Cooperative. As to memberships that were initiated, approved, or accepted after December 31, 1986, the Cooperative shall not repay any membership fees under any circumstances.

Article II Rights & 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; then the remaining property and assets of the Cooperative shall be distributed among the members and former members in the proportion which the aggregate patronage of each bears to the total patronage of all members during the ten years next preceding the date of the filing of the certificate of dissolution.

Section 2. Nonliability 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. Liabilities for Debts of the Cooperative.

Any time any property or money, including but not limited to any repayment of a membership fee, repayment of overcharge or retirement of patronage capital, shall become due, deliverable or payable to a member, the Cooperative shall, before delivering or paying to that member or his or her estate any property or money, deduct from that property or money the amount of all debts due from that member or his or her estate to the Cooperative.

Article III Meeting of Members

Section 1. Annual Meeting.

The annual meeting of the members shall be held during the period from March 1st to May 31st of each year at the place within a county served by the Cooperative as selected by the board and which shall be designated in the notice of the meeting, for the purpose of electing board members, 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, or upon a written request signed by any three board members, by the president, or by ten percent or more of all the members, and it shall thereupon be the duty of the secretary to cause notice of such meeting to be given as hereinafter provided. Special meetings of the members may be held at any place within one of the counties served by the Cooperative as designated by the board and shall be specified in the notice of the special meeting. The time and date of the special meeting shall be specified in the notice, and the date of the special meeting shall be a date not less than 50 and not more than 75 days after the special meeting is called.

Section 3. Notice of Members’ Meeting.

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 special notice is to be transacted, the purpose or purposes for which the meeting is called, shall be delivered not less than 10 days nor more than 50 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, 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 or her 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 that may be taken by the members at any such meeting.

Section 4. Quorum.

Fifty (50) members or five percent of the members, whether present in person, voting by mail, or by electronic transmission, whichever shall be the larger, shall constitute a quorum; provided, however, that for purposes of authorizing a proposed merger, consolidation or dissolution of the Cooperative or a sale, lease, exchange, mortgage pledge or other disposition of all or substantially all of the property and assets of the Cooperative, fifty-one percent of the members, present in person, shall constitute a quorum. 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. The minutes of each meeting shall contain a list of the members present in person.

Section 5. Voting.

Each member shall be entitled to only one vote upon each matter submitted to a vote at a meeting of the members. Such vote shall be cast by mail or electronic transmission. All questions shall be decided by a vote of a majority of the members voting.

A written ballot and postage paid return envelope will be sent to the membership, along with the notice of meeting. Instructions for voting by mail shall accompany the ballot. No mailed ballot or electronic transmission shall be valid unless received at the Cooperative’s mail drop, office, or identified location by 3 pm Pacific Standard Time on the day preceding the regular or special meeting identified in the notice.

An electronic transmission received or transmitted from a member is considered sent, received, transmitted, and effective on the date and time received by the Cooperative. The electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the member. As used in these Bylaws:

“Electronic” and “Electronically” means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities; and
Electronic transmission includes transmission through: (A) Electronic mail; (B) the Cooperative’s website; or (C) a website or information processing system that the Cooperative has designated to send or receive an electronic transmission to conduct a vote.

The Board is authorized to adopt policies and procedures to implement this section 5.

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, except as otherwise determined by the members at such meeting:

Report on the number of members present in person or represented by mail ballot in order to determine the existence of a quorum.
Reading of the notice of the meeting and proof of the due publication or mailing thereof, or the waiver or waivers of notice of the meeting, as the case may be.
Reading of unapproved minutes of previous meeting of the members and the taking of necessary action thereon.
Election of board members.
Presentation and consideration of reports of officers, directors, and committees.
Unfinished business.
New business.
Adjournment.

Section 7. Elections & Credential Committee.

The Board of Directors shall appoint no more than 3 members of the Cooperative to serve as the Elections and Credentials Committee to oversee the election and voting process. The appointment shall be made no less than 60 days prior to the date of a meeting of the members. The Committee shall elect a chairperson. The Committee in consultation with legal counsel shall make determinations concerning:

(a) Membership qualifications to vote.
(b) Elections of Directors and questions presented to the membership.
(c) Questions concerning the validation of mail and electronic ballots; and
(d) Related matters.

Article IV Board Members

Section 1. General Powers.

The business and affairs of the Cooperative shall be conducted under authority of a board of 9 members which shall exercise all of the powers of the Cooperative except such as are by law, the articles of incorporation or these bylaws conferred upon or reserved to the members.

Section 2. Election & Tenure of Office.

Each board member shall represent one of the three districts established by the board and shall be elected for a term of three years, or until his or her successor has been elected and qualified, it being the intent of this provision that no more than three of the nine directors shall have their terms expire in any year. A director shall not serve for more than seven (7) terms. A term may be less than three (3) years depending upon when the director was elected.

Members of the board shall be elected by secret ballot at each annual meeting of the members. If an election of board members shall not be held on the day designated for the annual meeting, or at any adjournment thereof, a special meeting of the members shall be held for the purpose of electing board members within a reasonable time thereafter. Board members may be elected by a plurality vote of the members. In the event of a tie vote for the election of a board member, the matter will be determined through a drawing of straws conducted by the president of the Cooperative, with the longer straw prevailing.

Section 3. Qualifications.

No person shall be eligible to become or remain a board member of the Cooperative unless such person (a) is a member of the Cooperative, (b) a natural person, (c) is a bona fide resident in the district represented and served or to be served by the Cooperative, (d) receives energy, products or utility services from the Cooperative at the member’s full time place of residence within the district represented; and (e) no person shall be eligible to become or remain a board member of the Cooperative if such person is an employee of the Cooperative or is in any way employed by or holds a significant financial interest in a competing enterprise.

Upon establishment of the fact that a board member is holding the office in violation of any of the foregoing provisions, the board shall remove such board member from office.

Nothing contained in this section shall affect in any manner whatsoever the validity of any action taken at any meeting of the board.

Section 4. Districts.

For the purpose of establishing equitable representation of the board, the territory served or to be served by the Cooperative shall be divided by the board into 3 districts. Each district shall be represented by 3 board members.

Section 5. Nominations.

The committee, keeping in mind the principal of equitable representation, shall prepare and post at the principal office of the Cooperative, on the Cooperative website and in Ruralite (the publication that serves the communication needs of the Cooperative) a notice advising that nominations are solicited for the election of three (3) board members. At least twenty (20) days before the meeting a list of candidates for board members shall be posted as set forth above. The secretary shall be responsible for mailing, posting and publishing with the notice of the meeting, or separately, but at least ten (10) days before the date of the meeting, a statement of the number of board members to be elected, the districts from which the board members shall be elected, and the names and mailing addresses of the candidates nominated by the committee on nominations.

Any fifteen (15) or more members acting together may make other nominations by petition and the secretary shall post such nominations at the same place where the list of nominations made by the committee is posted. Nominations made by petition, if any, received at least forty-five (45) days before the meeting shall be included on the official ballot.

Section 6. Removal of Board Member by Members.

The members may remove or impeach any director at a special meeting of the members called for that purpose. A special meeting of the members for the purpose of removing or impeaching any director may be called only by the secretary or the president. A special meeting of the members for the purpose of removing or impeaching any director shall be called only after the president or secretary is served with a petition requesting the removal or impeachment of such board member. The petition must be signed by at least ten percent of the members or 300, whichever is the lesser, and must state the grounds or basis for the requested removal or impeachment. Such board member shall be informed in writing of the petition at least 20 days prior to the meeting of the members called for the purpose of considering the petition and shall have an opportunity at the meeting to be heard in person or by counsel and to present evidence; and members supporting the removal or impeachment of the director shall likewise have an opportunity to be heard in person or by counsel and to present evidence. The question of the removal or impeachment of such board member shall be considered and voted upon at the meeting of the members and any vacancy created by such removal may be filled by vote of the members at such meeting without compliance with the foregoing provisions with respect to nominations.

Section 7. Director Conduct.

Unless modified or prohibited by Law:

Director Standard of Conduct. A director shall discharge the director’s duties, including duties as a board committee member:
1. In good faith;
2. With the care an ordinary prudent person in a like position would exercise under similar circumstances; and
3. In a manner the director reasonably believes to be in the Cooperative’s best interests.
Director Reliance on Others. Unless a director possesses knowledge concerning a matter making reliance unwarranted, then in discharging a director’s duties, including duties as a board committee member, a director may rely upon information, opinions, reports, or statements, including financial statements and other financial data, prepared or presented by:
1. 1 or more Cooperative officer or employees whom the director reasonably believes to be reliable and competent in the matters prepared or presented;
2. Legal counsel, public accountants, or other individuals regarding matters the director reasonably believes are within the individual’s professional or expert competence; and
3. If the director reasonably believes a board committee of which the director is not a member merits confidence, then the board committee regarding matters within the board committee’s jurisdiction.
Director Liability. If a director complies with this bylaw, then the director is not individually liable to the Cooperative, any member, or any other individual or entity for action taken, or not taken, as a director. No director is deemed a trustee regarding the Cooperative, or any property held or administered by the Cooperative, including without limit, property potentially subject to restrictions imposed by the property’s donor or transferor.

Section 8. Vacancies.

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

Section 9. Compensation.

Board members shall not receive any salary for their services as such, except that members of the Cooperative may by resolution authorize 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. If authorized by the board, board members 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 in lieu of detailed accounting for some of these expenses. No board member shall receive compensation for serving the Cooperative in any other capacity, nor shall any close relative of a board member receive compensation for servicing the Cooperative, unless the payment and amount of compensation shall be specifically authorized by a vote of the members or the service by the board member or his close relative shall have been certified by the board as an emergency measure.

Section 10. Close Relative.

As used in these Bylaws, the term “close relative” means an individual who:

Is, either by blood or law, including half, step, foster, and adoptive relations, a spouse, child, grandchild, parent, or grandparent.
Principally resides in the same residence.

Any individual properly qualified and elected or appointed to any position does not become a close relative while serving in the position because of any marriage or legal action to which the individual was not a party.

Article V Meetings of Board

Section 1. Regular Meetings.

A regular meeting of the board 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 shall also be held monthly at such time and place within one of the counties served by the Cooperative as designated by the board. Such regular monthly meeting may be held without notice other than such resolution fixing the time and place thereof.

Without a board meeting, the board may take any action required, or permitted, to be taken at a board meeting if the action is:

Taken by all directors; and
Evidenced by 1 or more, written consents (“director written consent”):
1. Describing the action taken;
2. Signed by each director; and
3. Included with the Cooperative’s board meeting minutes.

Section 3. Special Meetings.

Special meetings of the board may be called by the president or by any three board members 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 board members calling the meeting shall fix the time and place for the holding of the meeting.

Section 4. Notice of Special Board Meeting.

Written notice of the time, place, and purpose of any special meeting of the board shall be delivered to each board member 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 of the board members calling the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the board member at his address as it appears on the records of the Cooperative, with postage thereon prepaid, at least 5 days before the date set for the meeting.

Section 5. Quorum.

A majority of the board shall constitute a quorum, provided, that if less than such majority of the board is present at said meeting, a majority of the board present may adjourn the meeting from time to time; and provided further, that the secretary shall notify any absent board members of the time and place of such adjourned meeting. Board members (directors) may participate in a regular or special meeting through the use of any means of communication through which all directors at the meeting can hear and communicate with each other during the meeting. The act of a majority of the board members present at a meeting at which a quorum is present shall be the act of the board, except as otherwise provided in these bylaws.

Section 6. Conflict of Interest Transaction.

A conflict of interest transaction is a transaction with the Cooperative in which a director has a direct or indirect interest (“conflict of interest transaction”).

Direct Interest. A director has a direct interest in a conflict of interest transaction when the director is an actual party thereto. In the event of a direct conflict of interest transaction, the involved director shall excuse him or herself from board discussion thereon and shall abstain from any vote taken by the board on it.
Indirect Interest. A director has an indirect interest in a conflict of interest transaction if at least 1 party to the transaction is another entity:
1. In which the director has a material interest or is a general partner; or
2. Of which the director is a director, officer, or trustee.
Approval of Conflict of Interest Transaction. Regardless of the presence or vote of a director interested in a conflict of interest transaction, a conflict of interest transaction may be approved, and any board quorum or member quorum satisfied, if the conflict of interest transaction’s material facts, and the director’s interest, are:
1. Disclosed or known to the board or board committee, and a majority of more than one director or board committee member with no interest in the conflict of interest transaction votes to approve the conflict of interest transaction; or
2. Disclosed or known to the members, and a majority of votes cast by members not voting under the control of a director or entity interested in the conflict of interest transaction approves the conflict of interest transaction.
Fair Conflict of Interest Transaction. A conflict of interest transaction that is fair when entered is neither:
1. Voidable; nor
2. The basis for imposing liability on a director interested in the conflict of interest transaction.

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 from time to time. The officers of secretary and treasurer may be held by the same person.

Section 2. Election & Term of Office.

The officers shall be elected by majority ballot, annually by the board at the meeting of the board 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 it conveniently may be. Each officer shall hold office until the first meeting of the board following the next succeeding annual meeting of the members or until his successor shall have been elected and shall have qualified. A vacancy in any office shall be filled by the board for the unexpired portion of the term. The election or appointment of any officer, by itself, does not create a contract between the Cooperative and the officer. Every officer shall discharge the officer’s duties:

In good faith;
With the care an ordinary prudent person in a like position would exercise under similar circumstance; and
In a manner the officer reasonably believes to be in the Cooperative’s best interest.

Section 3. Removal of Officers & Agents by the Board.

Any officer or agent elected or appointed by the board may be removed by the board whenever in its judgment the best interests of the Cooperative will be served thereby. In addition, a petition signed by at least 10% of the members or 300, whichever is the lesser, requesting the removal of any officer may be filed at any time with the president or the secretary. The officer against whom such petition has been brought shall be informed in writing of the petition at least 20 days prior to the board meeting at which the petition is to be considered and shall have an opportunity at the meeting to be heard in person or by counsel and to present evidence; and a person or persons supporting the petition shall likewise have an opportunity to be heard in person or by counsel and to present evidence. 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:

Be the principal officer of the Cooperative and, unless otherwise determined by the members of the board, shall preside as chairman at all meetings of the members and the board;
Sign, with the secretary, certificates of membership the issue of which shall have been authorized by the board or the members, and may sign any deeds, mortgages, deeds of trust, notes, bonds, contracts, or other instruments authorized by the board to be executed, except in cases in which the signing and execution thereof shall be expressly delegated by the board or by these bylaws to some other officer or agent of the Cooperative, or shall be required by law to be otherwise signed or executed; and
In general perform all duties incident to the office of president and such other duties as may be prescribed by the board from time to time.

Section 5. Vice President.

In the absence of the president, or in the event of his inability or refusal to act, the vice 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.

Section 6. Secretary.

The secretary shall be responsible for:

Keeping the minutes of the meetings of the members and of the board in books provided for that purpose;
Seeing that all notices are duly given in accordance with these bylaws or as required by law;
The safekeeping of the corporate books and records and the seal of the Cooperative and affixing the seal of the Cooperative to all certificates of membership prior to the issue thereof, and to all documents, the execution of which on behalf of the Cooperative under its seal is duly authorized in accordance with the provisions of these bylaws.
Keeping a register of the names and post office addresses of all members.
Signing, with the president, certificates of membership, the issue of which shall have been authorized by the board or the members.
Keeping on file at all times a complete copy of the articles of incorporation and bylaws of the Cooperative containing all amendments thereto (which copy shall always be open to the inspection of any member) and at the expense of the Cooperative, furnishing a copy of the bylaws and of all amendments thereto to any member upon request; and
In general performing all duties incident to the office of secretary and such other duties as from time to time may be assigned to him by the board.
It being understood and authorized that day to day, routine record keeping and the filing of the Cooperative’s documents may be performed and maintained by the manager and office staff of the Cooperative.

Section 7. Treasurer.

The treasurer shall be responsible for:

Custody of all funds and securities of the Cooperative;
The receipt of and the issuance of receipts for all monies due and payable to the 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
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.
It being authorized and understood that actual day-to-day accounting and routine financial transactions may be carried out through the manager and office staff of the Cooperative.

Section 8. Manager.

The board may appoint a manager who may be, but who shall not be required to be, a member of the Cooperative. The manager shall perform such duties and shall exercise such authority as the board may from time to time vest in him. Further, such manager shall also act as and be the chief executive officer of the Cooperative and as such charged with the day to day activities of the Cooperative, its business, staff, and employees. The manager shall report to the officers and board of the Cooperative. The board may, from time to time, adopt a policy further outlining the duties and responsibilities of the manager.

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 fund or property shall be bonded in such sum and with such surety as the board shall determine. The board in its discretion may also require any other officer, agent, or employee of the Cooperative to be bonded in such amount and with such surety as it shall determine.

Section 10. Compensation.

The powers, duties, and compensation of officers, agents, and employees shall be fixed by the board subject to the provisions of these bylaws with respect to compensation for a board member and close relatives of a board member.

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 Nonprofit Operation

Section 1. Interest or Dividends on Capital Prohibited.

The Cooperative shall at all times be operated on a cooperative, nonprofit 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.

The Cooperative’s operation shall be so conducted that all members will, through their patronage, furnish capital for the Cooperative. In order to induce patronage and to assure that the Cooperative will operate on a nonprofit basis, the Cooperative is obligated to account on a patronage basis to all its patrons for all amounts received and receivable from the furnishings of energy, utility services, and products in excess of operating costs and expenses properly chargeable against those items. 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 as capital. The Cooperative is obligated to pay by credits to a capital account for each patron all such amounts in excess of operating costs and expenses. The books and records of the Cooperative shall be set up and kept in such a manner that at the end of each fiscal year the amount of capital, if any, so furnished by each patron is clearly reflected and credited in an appropriate record to the capital account of each patron, and the Cooperative shall within a reasonable time after the close of the fiscal year notify each patron of the amount of capital so credited to his account. All such amounts credited to the capital account of any patron shall have the same status as though they had been paid to the patron in cash in pursuance of a legal obligation to do so and the patron had then furnished the Cooperative corresponding amounts for capital.

All other amounts received by the Cooperative in excess of costs and expenses shall, in the discretion of the Board of Directors, and insofar as permitted by law, be allocated (a) to offset any losses incurred during the current or any prior fiscal year; or (b) to be held as accumulated reserves, equity or surplus by the Cooperative and not allocated to the members, except in the event of dissolution or liquidation; or (c) to the extent not needed for the preceding purposes, to all its members or patrons on a patronage basis, and included as part of the capital credited on the accounts of its members and patrons as provided herein. Until such event of dissolution or liquidation, accumulated non-operating margins may be utilized, as the board may from time to time determine, to further the purposes and objectives of the Cooperative.

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 prorata basis before any payments are made on account of property rights of members. If, at any time prior to dissolution or liquidation, the board 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.

After December 31, 1977, the board shall determine the method, basis, priority, and order of retirement, if any, for all amounts theretofore and thereafter furnished as capital; provided, however, that the board shall not establish any method, basis, priority or order of retirement which shall impair or work a forfeiture of any substantial right relating to the retirement of capital furnished prior to January 1, 1978.

Except as herein otherwise provided, 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 said patron’s premises served by the Cooperative unless the board, acting under policies of general application, shall determine otherwise. The patrons of the Cooperative, by dealing with the Cooperative, acknowledge that the terms and provisions of the articles of incorporation and the 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 provision of this paragraph of the bylaws shall be called to the attention of each patron of the Cooperative by posting it in a conspicuous place in the Cooperative’s office.

Section 3. Limited Right to Assign.

Any member or patron may assign all or any portion of his patronage capital earned or credited, or expected to be earned or credited in the future, to the Cooperative. Notwithstanding any other provision of the bylaws or other provision of the membership certificate:

If any patron or former patron fails to claim any cash or retirement of capital credits or other payment from the Cooperative within six (6) months after payment of same has been made available to him by notice or by check mailed to him at his last address furnished by him to the Cooperative, such failure shall be and constitutes an irrevocable assignment and gift by such patron of such capital credit or other payment to the Cooperative. Failure to claim any such payment within the meaning of this section shall include, but not be limited to, the failure by such patron or former patron to cash any check or other tender of payment by the Cooperative at the last address furnished to the Cooperative. The assignment and gift provided for under this section shall become effective upon the expiration of above 6 months period.
If any patron or former patron is indebted to the Cooperative on any account whatsoever, and such patron or former patron fails or refuses to pay such debt before delinquency, such failure or refusal shall constitute an irrevocable assignment by the patron or former patron of all patronage capital credited to the account of such patron, and such patronage capital shall be applied against the debt owing from the patron or former patron to the Cooperative; provided that in the event the total amount of patronage capital credited to the account of the patron or former patron exceeds the total amount due and owing to the Cooperative from the patron or former patron, then there shall be assigned to the Cooperative only so much of the patronage capital as is necessary to satisfy in full all amounts due and owing, including interest, penalties and collection fees, to the Cooperative from such patron or former patron.

Article VIII Procedure for Dissolution, Disposition of Property, Etc.

The Cooperative shall not be merged, liquidated, or dissolved and there shall be no sale, lease, exchange, mortgage, pledge, or other disposition of all, or substantially all, of its property and/or assets, unless such merger, liquidation, dissolution, sale, lease, exchange, mortgage, pledge or other disposition is authorized as follows:

There shall be no merger, liquidation, dissolution, sale, lease, exchange, mortgage, pledge, or other disposition unless and until at least 2/3 of the board members of the Cooperative join in a resolution recommending such merger, liquidation, dissolution, sale, lease, exchange, mortgage, pledge or other disposition and directing that it be submitted to a vote at a meeting of the members of the Cooperative. Written notice stating that the purpose, or one of the purposes, of such meeting is to consider the proposed merger, liquidation, dissolution, sale, lease, exchange, mortgage, pledge, or other disposition shall be given to each member within the time and in the manner provided hereinabove for the giving of notice of meetings of members. At such meeting the members may authorize such merger, liquidation, dissolution, sale, lease, exchange, mortgage, pledge, or other disposition and may fix, or may authorize the board of directors to fix, any or all of the terms and conditions thereof. Such authorization shall require approval by at least two-thirds (2/3) of the votes which the members present at such meeting are entitled to cast. After such authorization by a vote of members, the board, nevertheless, in its discretion, may abandon such merger, liquidation, dissolution, sale, lease, exchange, mortgage, pledge, or other disposition, subject to the rights of third parties under any contracts relating thereto, without further action or approval by members; 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 mortgages, deeds of trust upon or encumbrances upon 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.

Article IX Seal

Article X

Financial Transactions

Section 1. Contracts.

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

Section 2. Checks, Drafts, Etc.

All checks, drafts, or other orders for the payment of money, and all notes, bonds, or other evidences of indebtedness issued in the name of the Cooperative shall be signed and/or countersigned by such officer or officers, agent or agents, employee or employees of the Cooperative and in such manner as shall from time to time be determined by resolution of the board.

Section 3. Deposits.

All funds except petty cash of the Cooperative shall be deposited from time to time to the credit of the Cooperative in such bank or banks as the board may select.

Section 4. 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 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, 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, utility service, and products, of any other corporation for the purpose of acquiring or disposing of electric utility products and facilities. Further, the Cooperative may upon the authorization of the board, form and hold subsidiaries or fractional interests therein, or participate in joint ventures, or engage otherwise in lawful business in accordance with the restated Articles of Incorporation of this Cooperative.

Section 2. Waiver of Notice.

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

Section 3. Policies, Rules, & Regulations.

The board shall have power to make and adopt such policies, rules, and regulations, not inconsistent with law, the articles of incorporation, or these bylaws, as it may deem advisable for the management of the business and affairs of the Cooperative.

Section 4. Accounting System & 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 generally acceptable accounting practices for a Cooperative. The board 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 shall make diligent effort to see that electric service is extended to all persons who (a) desire such service and (b) meet all reasonable requirements established by the Cooperative.

Section 6. Indemnification.

The Cooperative may indemnify to the fullest extent permitted by Washington law any person who has been made, or is threatened to be made, a party to an action, suit, or proceeding, whether civil, criminal, administrative, investigative, or otherwise (including an action, suit or proceeding by or in the right of the Cooperative), by reason of the fact that the person is or was a director or officer of the Cooperative, or a fiduciary within the meaning of the Employee Retirement Income Security Act of 1974 with respect to an employee benefit plan of the Cooperative, or serves or served at the request of the Cooperative as a director, or as an officer, or as a fiduciary of an employee benefit plan, of another corporation, partnership, joint venture, trust or other enterprise. In addition, the Cooperative shall pay for or reimburse any expenses incurred by such persons who are parties to such proceedings, in advance of the final disposition of such proceedings, to the full extent permitted by Washington law.

Article XII Amendments

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