ARTICLE I - MEMBERSHIP
SECTION 1. Requirements for Membership.
Any person, firm, association, corporation, or body politic or subdivision thereof will become a member of Clay Electric Cooperative, Inc. (hereinafter called the “Cooperative”) upon receipt of electric service from the Cooperative, provided that he/she or it has first:
(a) Made a written application for membership therein;
(b) Agreed to purchase from the Cooperative electric service as hereinafter specified;
(c) Agreed to comply with and be bound by the articles of incorporation and bylaws of the Cooperative and any rules and regulations adopted by the board of trustees, and;
(d) Paid the membership fee hereinafter specified.
(e) Paying the sum of one dollar, or such sum as directed by the board of trustees for an annual subscription to The Kilowatt for each year to be paid from the amount accruing to the member.
No member may hold more than one membership in the Cooperative, and no membership in the Cooperative shall be transferable, except as provided in these bylaws.
SECTION 2. Current Contact Information.
The member or former member shall notify the Cooperative of any address changes. It is the responsibility of the member or former member to ensure that the Cooperative has current contact information on file, including physical mailing address.
SECTION 3. Joint Membership.
Legally married couples 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 legally married spouse holding a joint membership and any provisions relating to the rights and liabilities of membership shall apply equally with respect to the holders of a joint membership. Without limiting the generality of the foregoing, the effect of the hereinafter specified actions by or in respect of the holders of a joint membership shall be as follows:
(a) The presence at a meeting of either or both shall be regarded as the presence of one member and shall constitute a joint waiver of notice of the meeting;
(b) The vote of either separately or both jointly shall constitute one joint vote; the first vote,
signature, or action received by the Cooperative binds the joint membership and constitutes one vote, signature, or action.
(c) A waiver of notice signed by either or both shall constitute a joint waiver;
(d) Notice of either shall constitute notice to both;
(e) The expulsion of either shall terminate the joint membership;
(f) Withdrawal of either shall terminate the joint membership;
(g) Either, but not both, may be elected or appointed as officer or trustee, provided that both meet the qualifications for such office.
SECTION 4. Conversion of Membership.
(a) A membership may be converted to a joint membership upon the written request of the holder thereof and the agreement by such holder and his or her spouse to comply with the articles of incorporation, bylaws, and rules and regulations adopted by the board of trustees.
(b) Upon the death of either spouse who is a party to the joint membership, such membership shall be held solely by the survivor and will become a single membership; provided, however, that the estate of the deceased shall not be released from any debts due the Cooperative.
SECTION 5. Membership Fees.
The membership fee shall be five dollars, upon the payment of which a member shall be eligible for one or more service connections. The board of trustees may change the amount of the membership fee from time to time and may eliminate the fee, in its discretion.
SECTION 6. Purchase of Electric Service.
Each member shall, as soon as electric service shall be available, purchase from the Cooperative all electric service used on the premises specified in his or her application for membership, unless and except such energy is generated from the member’s own assets and the board of trustees has waived in writing such requirement, and shall pay therefore at rates which shall from time to time be fixed by the board of trustees. The Cooperative cannot and therefore does not guarantee an uninterrupted and continuous supply of electric service. Amounts paid for electric service in excess of the cost of services are furnished by members as capital, and each member shall be credited with the capital so furnished as provided in these bylaws. Each member shall pay to the Cooperative such minimum amount regardless of the amount of electric energy consumed, as shall be fixed by the board of trustees from time to time. Each member shall also pay all amounts owed by him or her to the Cooperative as and when the same shall become due and payable. The Cooperative shall have the right, but not the obligation, to set-off the capital of a member against any amounts due and owing from the members to the Cooperative.
SECTION 7. Termination of Membership.
The cessation of the legal existence of any other type of member shall automatically terminate such membership, unless otherwise determined by the board of trustees in its discretion and business judgment. Any individual who continues to reside at a service location that was previously receiving service in the name of the decedent must apply for a new membership by following the provisions of Section 1 of this Article.
Except as otherwise provided in these bylaws, a membership is terminated upon:
(a) Cooperative learning of the member’s death, legal dissolution, or legal cessation of existence;
(b) Member requesting termination; or
(c) Cooperative learning that the member has stopped purchasing electric service from the Cooperative.
Termination of a member does not: (1) release the member from debts, liabilities, or obligations owed to the Cooperative; or (2) release the Cooperative from the obligation to retire and pay Capital Credits to the former member or obligations to the former member regarding the Cooperative’s dissolution. After termination of a membership, such person may not again become a member except upon a new application as provided in Section 1 of this Article. The board of trustees may establish such additional terms and conditions for renewed membership as it determines to be reasonably necessary to assure the applicant’s compliance with all membership obligations.
ARTICLE II - RIGHTS AND LIABILITIES OF MEMBERS
SECTION 1. Property Interest of Members.
Upon dissolution, after (a) all debts and liabilities of the Cooperative shall have been paid, and (b) all capital furnished through patronage shall have been retired as provided in these bylaws, the remaining property and assets of the Cooperative shall be distributed among the members and former members in the proportion which the aggregate patronage of each bears to the total patronage of all members during the seven (7) years next preceding the date of the filing of the certificate of dissolution.
SECTION 2. Non-liability for Debts of the Cooperative.
The private property of the members shall be exempt from execution or other liability for the debts of the Cooperative and no member shall be liable or responsible for any debts or liabilities of the Cooperative.
SECTION 3. Unclaimed Membership Deposits and Other Amounts Due Members.
If any member (the term “member” shall include a former member) fails to claim any amount representing the refund of any membership(s), deposit(s) or other amounts due the member, other than the retirement of capital credits, by the Cooperative within one (1) year after payment has been attempted by check mailed to the last address provided by the member to the Cooperative, then such failure shall be and shall constitute an irrevocable assignment and gift by such member of those amounts due the member to a qualified charitable organization to be selected by the Cooperative’s Board of Trustees.
“Fails to claim” shall mean failure to negotiate a check, or the return of a check mailed to the last address provided by the member.
“Qualified charitable organization” means a charitable organization recognized by the Internal Revenue Service as an exempt organization under Section 501(c)3 of the Internal Revenue Code.
The date of the assignment and gift shall be within one (1) year from the date of the check issued in payment for the amounts due the member, provided, however, that such assignment of gift shall not be effective until sixty (60) days after the Cooperative has complied with either of the following notice requirements: (a) written notice mailed to the member at the last address provided by the member to the Cooperative, or (b) publication in the Cooperative’s newsletter or in a newspaper of general circulation (one publication) of a general notice that any membership(s), deposit(s) or other amounts due members that are ten (10) months old must be claimed within sixty (60) days of the date of publication or be deemed irrevocably assigned as set forth in this bylaw.
ARTICLE III - MEETING OF MEMBERS
SECTION 1. Annual Meeting.
The annual meeting of the members shall be held during the months of March or April of each year at such place within a county served by the Cooperative as selected by the Board, and shall be designated in the notice of the meeting, for the purpose of electing trustees, passing upon reports for the previous fiscal year, and transacting such other business as may come before the meeting; provided, that the board of trustees in its business judgment may fix a different date for such annual meeting than in the months set forth in this Section. Failure to hold the annual meeting at the designated time shall not work a forfeiture or dissolution of the Cooperative.
SECTION 2. Special Meetings.
Special meetings of the members may be called by resolution of the Board of Trustees or by written request signed by any three (3) trustees, by the President, or by ten (10) percent or more of all the members. Upon receipt of request it shall be the duty of the Secretary to initiate the notice of members’ meeting as provided in these bylaws. Special meetings of the members shall be held at such place within a county served by the Cooperative as selected by the Board and shall be designated in the notice of the meeting.
SECTION 3. Notice of Members’ Meetings.
Written or printed notice stating the place, day, and hour of the meeting, and the purpose or purposes for which the meeting is called, shall be delivered to each member not less than ten (10) days nor more than forty-five (45) days before the date of the meeting, either personally or by mail (including electronic mail), by or at the direction of the Secretary, or upon a default in duty by the Secretary, by the persons calling the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the member at his 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 which may be taken by the members at any such meeting. It shall be the duty of the member or former member to provide the Cooperative an updated address in the event such address changes.
SECTION 4. Quorum.
One percent (1%) of the total membership present in person or casting a vote by absentee ballot shall constitute a quorum. If less than a quorum is present at any meeting or by vote cast by absentee ballot, a majority of those present in person may adjourn the meeting from time to time without further notice, provided that the Cooperative shall notify any absent members of the time and place of such adjourned meeting.
SECTION 5. Voting.
Each member shall be entitled to one vote on each matter submitted to a vote at a meeting. Voting by proxy shall not be allowed. A majority of the members voting is required to approve any motion or matter before a meeting of the members. Voting shall be in person or by absentee ballot, and those members voting by absentee ballot shall be counted as present in person for determination of a quorum. Members voting by absentee ballot shall not be counted on any matter raised at a meeting which was not specifically listed and identified on the absentee ballot. For purposes of this section, the term “absentee ballot” shall mean a ballot mailed in or electronically delivered to the Cooperative, or to an independent 3rd party designated by the Board of Trustees in lieu of the member’s appearance in person to vote at the meeting. The manner and procedure for voting by absentee ballot shall be as determined by the Board of Trustees in a policy or policies addressing the matter, and shall be referenced in the Notice of Meeting.
SECTION 6. Order of Business.
The order of business at the annual meeting of the members and, so far as possible, at all other meetings of the members shall be essentially as follows:
1. Report as to the number of members present in order to determine the existence of a quorum.
2. Reading of the notice of the meeting and proof of the due publication or mailing hereof, or the waiver or waivers of notice of the meeting, as the case may be.
3. Reading of unapproved minutes of previous meetings of the members and the taking of necessary action thereon.
4. Presentation and consideration of reports of officers, trustees, and committees.
5. Election of trustees.
6. Unfinished business.
7. New business.
SECTION 7. Record Date.
The “Record Date” is the date for determining the total number of members entitled to: (a) sign any petition, request, demand, consent, appointment, or similar document; (b) receive a ballot, notice of a member meeting, or similar document; or (c) vote. If a party is not a member on the record date, then the party may not sign a document, receive a document, or vote. The record date for voting at a member meeting is the date of the member meeting; provided, however, the Board of Trustees may fix a different record date so long as such date is no more than forty-five (45) days before the date a ballot, notice, or similar document is due or required.
ARTICLE IV - TRUSTEES
SECTION 1. General Powers.
The business and affairs of the Cooperative shall be managed by a board of trustees of not less than five (5) trustees. The board of trustees may exercise all of the powers of the Cooperative except such as are conferred upon the members by law, or by its articles of incorporation or bylaws.
SECTION 2. Election and Tenure.
All trustees shall be elected for terms of three (3) years, and shall be elected by ballot, by and from the members of the Cooperative. One third, or as near thereto as possible, of the total number of trustees shall be elected each year, so as to provide for staggered terms of the trustees.
SECTION 3. Qualifications.
To become and remain a trustee in the Cooperative an individual must comply with the following qualifications:
(a) be an individual who is a member and bona fide full time resident of the district which the individual is to represent for at least 12 months preceding nomination;
(b) have the capacity to enter into legally binding contracts;
(c) have not acquired or have a financial interest in or relationship with an outside organization or individual having business dealings with the Cooperative if this interest or relationship would likely impair the ability of the trustee to serve the best interests of the Cooperative, and annually complete and sign a conflict-of-interest certification and disclosure form approved by the board;
(d) shall not be a related individual to a current trustee or current employee of the Cooperative, as defined hereafter, unless such related current trustee plans not to seek re-election and/or such related employee has given notice of termination of employment prior to the district meeting. Such termination of employment must take effect no later than the date of the annual meeting;
(e) shall not have been previously removed as a trustee, or shall not have resigned as a trustee while a proceeding to remove him or her was pending;
(f) while a trustee and during the 5 years immediately before becoming a trustee, not be convicted of or have plead guilty to a felony or first degree misdemeanor;
(g) while a trustee and during the 3 years immediately before becoming a trustee and 3 years after serving as a trustee, not be an employee of the Cooperative;
(h) while a trustee and during the 3 years immediately before becoming a trustee, not be an employee of Florida Electric Cooperative Association, Seminole Electric Cooperative or board member of Clay Electric Foundation or other entity in which the Cooperative is a member;
(i) except as otherwise provided by board policy for good cause, attend at least two-thirds of all board meetings during each year of the trustee’s term of office; and
(j) comply with any other reasonable qualifications set forth in policies adopted by the board.
As used in these bylaws a “related individual” includes mother, father, grandmother, grandfather, grandchild, spouse, son, daughter, sister, brother, aunt, uncle, niece, nephew, mother-in-law, father-in-law, sister-in-law, brother-in-law, son-in-law, daughter-in-law, including through step and adoptive kin.
Notwithstanding any of the foregoing provisions of this section regarding related individual relationships, no incumbent trustee shall lose eligibility to remain a trustee or to be re-elected as a trustee if he or she becomes a related individual of another incumbent trustee or of a Cooperative employee because of a marriage to which he or she was not a party.
Upon establishment of the fact that a trustee is holding office in violation of any of the foregoing provisions, it shall immediately become incumbent upon the board of trustees to remove such trustee from office. Nothing contained in this section shall affect in any manner whatsoever the validity of any action taken at any meeting of the board of trustees.
SECTION 4. Voting Districts.
The territory served by the Cooperative shall be divided into nine (9) districts, or such lesser or greater number as may be determined from time to time by the board of trustees, but in no event to be less than seven (7) districts nor more than eleven (11) districts. The boundaries of each district shall be clearly delineated to make it reasonably easy for any member to determine the district in which such member resides. Each of the districts should provide for equitable representation on the board from throughout the Cooperative service area.
Not less than sixty (60) days before any meeting of members in which trustees are to be elected the board of trustees shall review the composition of the districts based upon geographic, regional, membership, or other equitable consideration as determined by the board of trustees. If it is found that inequalities have developed which can be corrected by a redelineation of districts, the board of trustees should revise the districts to ensure that the districts provide equitable representation on the board from throughout the Cooperative service area.
SECTION 5. Nomination and Election of Trustees.
(a) Nomination at District Meetings. Not less than thirty (30) days nor more than ninety (90) days before any meeting at which trustees are to be elected, the board of trustees shall call a separate meeting of the members of each district from which a trustee is to be elected at a suitable place in such district for the purpose of selecting not more than two qualified persons as candidates for trustee to represent the members located within such district. The notice of such meeting shall be delivered to each member located in such district as provided in Section 3 of Article III and shall indicate the district to which such member belongs. The notice shall state that an election to select one or two nominees for trustee is to be made at the meeting. The meeting shall, however, be open for discussion of any other matters pertaining to the business of the Cooperative, regardless of whether or not such matters were listed in the notice of the meeting, and recommendations with respect thereto may be submitted to the board of trustees or the entire membership.
The district meeting shall be called to order by the trustee representing the district, or by another designated representative of the board of trustees, or, in his or her absence, by any member residing within the district. The members shall then proceed to elect a chairperson, who shall be someone other than a trustee and who shall appoint a secretary to act for the duration of the meeting. Fifteen (15) members residing in the district present at such duly called district meeting shall constitute a quorum. Members of other districts present at the meeting may be heard but shall have no vote. Nominations for candidates for trustee shall be made from the floor at the meeting, and any member residing in the district shall have the right to nominate one candidate. The meeting shall remain open for nominations until no further nominations are forthcoming. Candidates must be members residing in the district and must possess the qualifications for trustee specified in Section 3 of Article IV of the bylaws.
Voting shall be by ballot, and proxy voting shall not be permitted at any district meeting. Each member may vote for one (1) candidate. The two (2) candidates receiving the highest number of votes shall be declared the official candidates of the district. The minutes of such district meeting shall set forth, among other matters, the name of each person nominated at the meeting and the number of votes received by each and shall specify the two (2) official candidates of the district. A certified copy of the minutes signed by the Secretary and the Chairperson of the district meeting shall be delivered to the Secretary of the Cooperative within five (5) days after such district meeting.
(b) Election of Trustees. Not less than ten (10) days before an annual or special meeting of the
members at which trustees are to be elected, the Secretary of the Cooperative shall be responsible for mailing to each member eligible to vote a list of the candidates selected at all district meetings, the names to be arranged by districts and in order of preference indicated by the respective district vote. This list may be included with the notice of the meeting. Election of trustees shall be by voting in person at the annual meeting or by absentee ballot. The ballots shall only list the candidates selected at the district meetings, the names to be arranged by districts and in the order of preference indicated by the respective district vote. A member wishing to vote for any other candidate or candidates may do so by writing in the name of such candidate(s) on the ballot or at the designated place on the machine and indicating a vote for such candidate(s) by a check or a mark. Each member of the Cooperative eligible to vote shall be entitled to vote for one candidate from each district. The candidate from each district receiving the highest number of votes shall be declared elected as a trustee.
SECTION 6. Removal of Trustees .
(a) By the Members: Any member may bring charges against a trustee for just cause (as defined in subsection c) by filing such charges in writing with the Secretary, together with a petition signed by at least ten (10) per centum of the members residing within district served by such trustee, requesting the removal of such trustee by reason thereof. The trustee against whom such charges have been brought shall be informed in writing of the charges at least twenty (20) days prior to the meeting at which the charges are to be considered and shall have an opportunity at the meeting to be heard in person or by counsel and to present evidence in respect of the charges; and the person or persons bringing the charges against him or her shall have the same opportunity. The President shall determine the order and procedure for hearing the petition at the meeting. The members of the Cooperative shall be notified of the call for removal and the date and time of the meeting at which the matter will be considered, as provided in Article III, Section 3 of these Bylaws. The question of the removal of such trustee shall be considered and voted upon at the next regular or special meeting of the members. Any vacancy created by such removal may be filled by the Board of Trustees in accordance with Section 7 of this Article.
(b) By Board of Trustees: Any member of the Board of Trustees may call for removal for just cause (as defined in subsection c) of a fellow Trustee by filing with the Secretary a written statement of the allegations (Statement) constituting cause for removal. The Statement must be signed by no less than four of the current Trustees. The Statement shall be delivered to the affected Trustee by USPS certified mail return receipt requested, by hand delivery, or by an overnight courier services for which a receipt is given. The Board shall then conduct a preliminary hearing on the Statement no sooner than ten days after delivery of the Statement to determine if there is probable cause to proceed with a removal action as specified herein. The affected Trustee shall have an opportunity at the preliminary hearing to be heard in person or by counsel and to admit or deny the allegations in the Statement. At the conclusion of the preliminary hearing, the Board shall convene an executive session to either determine that there is no probable cause to proceed with the removal action, in which event the matter shall be closed, or determine that there is probable cause and set the matter for a removal hearing as hereinafter set forth. If the Board determines that there is probable cause for removal of the affected Trustee, the matter will be considered at the next regular meeting of the Board of Trustees or at a special meeting of the Board called for that purpose, subject to the notice requirements of these Bylaws. At the meeting where the removal of the Trustee shall be considered, the Trustee shall have an opportunity to be heard in person or by counsel and to present evidence in respect of the charges. The Trustee or Trustees bringing the charges against the affected Trustee shall have the same opportunity. The President shall determine the order and procedure for hearing the removal action. The members of the Cooperative shall be notified of the call for removal and the date and time of the meeting at which the matter will be considered, as provided in Article III, Section 3, of these Bylaws. The question of the removal of the Trustee shall be considered and determined by at least two-thirds of the Trustees present and voting at the meeting. The vacancy created by a removal may be filled by the Board of Trustees in accordance with Section 7 of this article.
(c) Just cause as used in this Section 6 includes, but is not limited to, the following: (i) official misconduct or gross negligence while in the performance of official duties; (ii) conviction of a felony; (iii) failure to attend as many as three consecutive meetings of the board, whether special or regular, and that such failure did not occur for a justifiable cause; (iv) the trustee has become incapable of performing the duties of a trustee and such incapability is not likely to cease within a reasonable time; (v) such trustee is no longer a bona fide resident of the district such trustee was elected to represent; or (vi) such trustee no longer meets the qualification requirements of Section 3 of this Article.
SECTION 7. Vacancies.
When a vacancy occurs on the board of trustees, the board, by majority vote, may: (a) leave the position vacant for the balance of the unexpired term of the position; or (b) call for a special election during the next annual election cycle to fill the unexpired term of the position, provided that the district nominating meeting notice requirements can be met; or (c) fill the vacancy by appointing a qualified member as trustee to serve out the unexpired term of the position.
The member elected or appointed as trustee to fill a vacancy must meet all of the qualifications as set forth in Section 3 of this Article.
SECTION 8. Compensation.
Trustees as such shall not receive any salary for their services, but by resolution of the board of trustees, trustees may receive a fixed sum, for each day or portion thereof spent on Cooperative business, such as attendance at meetings, conferences, and training programs or performing committee assignments when authorized by the board of trustees. If authorized by the board of trustees, trustees may also be reimbursed for expenses actually and necessarily incurred in carrying out such Cooperative business or granted a reasonable per diem allowance by the board of trustees in lieu of detailed accounting for some of these expenses. The board may, by appropriate resolution, authorize trustees to be eligible for comprehensive medical insurance on the same basis as the Cooperatives’ employees. No trustee shall receive compensation for serving the Cooperative in any other capacity, nor shall any related individual of a trustee receive compensation for serving the Cooperative, unless the payment of compensation shall be specifically authorized by a vote of the members, or the service by such trustee or related individual shall have been certified by the board of trustees as an emergency measure.
SECTION 9. Indemnification.
The board of trustees of the Cooperative shall have the power to indemnify any person who was or is a party to any proceeding, action or claim by reason of the fact that he or she is or was a trustee, manager, officer, employee or agent of the Cooperative or is or was serving at the request of the Cooperative as a trustee, manager, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, and who acted in good faith, against liability or expenses incurred in connection with any such proceeding, action or claim including any appeal thereof.
ARTICLE V- MEETINGS OF TRUSTEES
SECTION 1. Regular Meetings.
A regular meeting of the board of trustees shall be held, without notice other than this bylaw, immediately after and at the same place as the annual meeting of the members. A regular meeting of the board of trustees shall also be held monthly at such time and place in Keystone Heights, Clay County, Florida or other designated location within a county served by the Cooperative, as the board of trustees may provide by resolution. Such regular monthly meetings may be held without notice other than such resolution fixing the time and place thereof. All meetings of the board of trustees at which official acts are to be taken shall be open to the membership. Members may attend all meetings of the board of trustees as provided by law. The board of trustees may adopt policies governing members’ appearances and participation at any such meetings.
SECTION 2. Special Meetings.
Special meetings of the board of trustees may be called by the President or by any three (3) trustees and it shall thereupon be the duty of the Secretary to cause notice of such meeting to be given as hereinafter provided. The President or the trustees calling the meeting shall fix the time and place of the meeting.
SECTION 3. Notice of Trustees’ Meetings.
Written notice of the time, place, and purpose of any special meeting of the board of trustees shall be delivered not less than five (5) days previous thereto, either personally, electronically, or by mail, by or at the direction of the Secretary, or upon a default in the duty of the Secretary, by the President, or by the trustees calling the meeting, to each trustee. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the trustee at his or her address as it appears on the records of the Cooperative, with postage thereon prepaid.
SECTION 4. Quorum.
A majority of the board of trustees shall constitute a quorum; provided, that if less than such majority of the trustees is present at said meeting, a majority of the trustees present may adjourn the meeting from time to time; and provided, further, that the Secretary shall notify any absent trustees of the time and place of such adjourned meeting. The act of the majority of the trustees present at a meeting at which a quorum is present shall be the act of the board of trustees, except as otherwise provided in these bylaws.
ARTICLE VI - OFFICERS
SECTION 1. Number.
The officers of the Cooperative shall be a President, Vice-President, Secretary, Treasurer, and such other officers as may be determined by the board of trustees from time to time including, but not limited to, a General Manager/Chief Executive Officer. The offices of Secretary and of Treasurer may be held by the same person.
SECTION 2. Election and Term of Office.
The officers shall be elected annually by and from the board of trustees at the meeting of the board of trustees held immediately after the annual meeting of the members. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until the first meeting of the board of trustees following the next succeeding annual meeting of the members or until his or her successor shall have been elected and shall have qualified. A vacancy in any office shall be filled by the board of trustees for the unexpired portion of the term. The officer position of General Manager/Chief Executive Officer shall not be a term of years, but such officer shall serve at the pleasure of the board of trustees.
SECTION 3. Removal of Officers and Agents by Trustees.
Any officer or agent elected or appointed by the board of trustees may be removed by the board of trustees whenever in its judgment the best interest of the Cooperative will be served thereby.
SECTION 4. President.
The President shall:
(a) be the principal elected officer of the Cooperative and, unless otherwise determined by the members or the board of trustees, shall preside at all meetings of the members and the board of trustees;
(b) sign any deeds, mortgages, deeds of trust, notes, bonds, contracts, or other instruments authorized by the board of trustees to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the board of trustees or by these bylaws to some other officer or agent of the Cooperative, or shall be required by agent of the Cooperative, or shall be required by law to be otherwise signed or executed; and
(c) in general perform all duties incident to the office of President, and such other duties as may be prescribed by the board of trustees from time to time.
SECTION 5. Vice-President.
In the absence of the President, or in the event of his or her 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 or her by the board of trustees.
SECTION 6. Secretary.
The Secretary shall be responsible for:
(a) keeping the minutes of the meetings of the members and of the board of trustees in books provided for that purpose;
(b) seeing that all notices are duly given in accordance with these bylaws or as required by law;
(c) the safekeeping of the corporate books and records and the seal of the Cooperative and affixing the seal of the Cooperative to all documents, the execution of which on behalf of the Cooperative under its seal is duly authorized in accordance with the provisions of these bylaws;
(d) keeping a register of the names and post office addresses of all members;
(e) keeping on file at all times a complete copy of the articles of incorporation and bylaws of the Cooperative containing all amendments thereto (which copy shall always be open to the inspection of any member) and at the expense of the Cooperative, furnishing a copy of the bylaws and of all amendments thereto to any member upon request; and
(f) in general performing all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the board of trustees.
SECTION 7. Treasurer.
The Treasurer shall be responsible for:
(a) custody of all funds and securities of the Cooperative;
(b) the receipt of and the issuance of receipts for all monies due and payable to the Cooperative and for the deposit of all such monies in the name of the Cooperative in such bank or banks as shall be selected in accordance with the provisions of these bylaws; and
(c) the general performance of all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the board of trustees.
SECTION 8. General Manager/Chief Executive Officer.
The board of trustees may appoint a General Manager/Chief Executive Officer who may be, but who shall not be required to be, a member of the Cooperative. The General Manager/Chief Executive Officer shall perform such duties and shall exercise such authority as the board of trustees may from time to time vest in him or her, either by resolution or board policy.
SECTION 9. Bonds of Officers.
The Treasurer and any other officer or agent of the Cooperative charged with responsibility for the custody of any of its funds or property shall be bonded in such sum and with such surety as the board of trustees shall determine. The board of trustees in its discretion may also require any other officer, agent, or employee of the Cooperative to give bond in such amount and with such surety as it shall determine.
SECTION 10. Compensation.
The powers, duties, and compensation of officers, agents, and employees shall be fixed by the board of trustees subject to the provisions of these bylaws with respect to compensation for trustees and related individuals of trustees.
SECTION 11. Reports.
The officers of the Cooperative shall submit at each annual meeting of the members reports covering the business of the Cooperative for the previous fiscal year. Such reports shall set forth the condition of the Cooperative at the close of such fiscal year.
ARTICLE VII - NON-PROFIT OPERATION
SECTION 1. Apportionment of Excess Revenues.
Florida law provides that revenues of the Cooperative “for any fiscal year in excess of the amount thereof necessary:
- To defray expenses of the Cooperative and of the operation and maintenance of its facilities during such fiscal year;
- To pay interest and principal obligations of the Cooperative coming due in such fiscal year;
- To finance, or to provide a reserve for the financing of, the construction or acquisition by the Cooperative of additional facilities to the extent determined by the board of trustees;
- To provide a reasonable reserve for working capital;
- To provide a reserve for the payment of indebtedness of the Cooperative maturing more than 1 year after the date of the incurrence of such indebtedness in an amount not less than the total of the interest and principal payments in respect thereof required to be made during the next following fiscal year; and
- To provide a fund for education in cooperation and for the dissemination of information concerning the effective use of electric energy and other services made available by the Cooperative, shall, unless otherwise determined by a vote of the members, be distributed by the Cooperative to its members as patronage refunds in accordance with the patronage of the Cooperative by the respective members paid for during such fiscal year. Nothing herein contained shall be construed to prohibit the payment by the Cooperative of all or any part of its indebtedness prior to the date when the same shall become due.”
In accordance with the foregoing law, by voting for these amendments, the membership has hereby expressed its intent to vote to allow the board of trustees, in its discretion and business judgment, to distribute any statutory excess revenues, should any exist, to the capital accounts of members rather than paying them in cash, and to in turn periodically choose to retire such credits, as set forth in Article VII, Section 3 below. To the extent any member disagrees with the decisions of the board of trustees with respect to the allocation or retirement of these statutory excess revenues, the member may seek arbitration pursuant to Article XI, Section 6, but only after the member has first provided written notice to the board of trustees at least fifteen (15) calendar days in advance of the next scheduled regular monthly board meeting and provided the board of trustees with a reasonable time to investigate and respond to the matter. If a member disagrees with the decisions of the board of trustees the burden of proof shall be on the member.
SECTION 2. 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 members. No interest or dividends shall be paid or payable by the Cooperative on any capital furnished by its members.
SECTION 3. Patronage Capital in Connection with Furnishing Electric Service.
In the furnishing of electric service, the Cooperative’s operations shall be so conducted that all members, will through their patronage furnish capital for the Cooperative. All members acknowledge the need of the Cooperative for capital received from members to operate. In order to induce patronage and to assure that the Cooperative will operate on a non-profit basis, the membership has voted to vest in the Board of Trustees, in its discretion and business judgment, the ability to allocate patronage capital to the accounts of members, rather than paying them in cash, for all amounts received and receivable from the furnishing of electric service in excess of operating costs and expenses properly chargeable against the furnishing of electric service. 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 members as capital. Such patronage capital amounts are not the same as statutory “excess revenue” as determined under Florida law (as described in Section 1, above). The Cooperative may pay by credits to a capital account on the books of the Cooperative for each member equal to the member’s pro rata share of all such amounts in excess of operating costs and expenses. The books and records of the Cooperative shall be set up and kept in such manner that at the end of each fiscal year the amount of capital, if any, so furnished by each member is clearly reflected and credited in an appropriate record to the capital account of each member; and the Cooperative shall within a reasonable time after the close of the fiscal year notify each member of the amount of capital so credited to their account. Each member agrees that all such amounts credited to the capital account of any member shall have the same status as though they had been paid to the member in cash in pursuance of a legal obligation to do so, and the member had then furnished the Cooperative corresponding amounts of capital for its use in conducting the business of 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 (a) used to offset any losses incurred during the current or any prior fiscal year and (b) to the extent not needed for that purpose, allocated to its members on a patronage basis and any amount so allocated may be included as a part of the capital credited to the accounts of members, as herein provided.
In the event of dissolution or liquidation of the Cooperative, after all outstanding indebtedness of the Cooperative shall have been paid, outstanding capital credits shall be retired without priority on a pro rata basis before any payments are made on account of property rights of members. If, at any time prior to dissolution or liquidation, the board of trustees shall determine in its sole discretion that the financial condition of the Cooperative will not be impaired thereby, the capital then credited to members’ accounts may be retired in full or in part. The board of trustees shall have the discretion in the exercise of its business judgment to determine the method, basis, priority and order of retirement, if any, for all amounts heretofore and hereafter furnished as capital.
A. Retirement of capital credits is the actual payment, as provided by subsection (B) below, of patronage capital to the Cooperative members to whom it has previously been allocated. The board may, in its discretion, utilize its business judgment to retire patronage capital as allocated on the books of the Cooperative so long as the retirement is consistent with sound business and management practices and the financial stability of the Cooperative will not be impaired thereby. If the board, in its discretion, utilizes its business judgment to retire patronage capital to members either upon their death, termination of electric service, or bankruptcy, then the retirement may be discounted in the exercise of the board’s business judgment.
B. When the board has determined, pursuant to subsection (A) above, that patronage capital should be retired, the retirement may be accomplished by a bill credit or by the mailing of payment or notice of payment to the person’s last known address of record on file with the Cooperative. No interest shall be paid or payable by the Cooperative on any patronage capital furnished by its members.
In no event may the board of trustees retire capital such that it would cause the Cooperative to fall out of compliance with the provisions of any of its mortgage, deed of trust, loan contracts, or other security instruments executed by the Cooperative to secure any indebtedness of the Cooperative.
If the Cooperative separately identified and allocated capital credits representing capital credits or similar amounts allocated to the Cooperative by an Entity, such as Seminole Electric Cooperative, in which the Cooperative is or was a member, patron, or owner, then the Cooperative may retire and pay these capital credits in association with when the Entity retires and pays the capital credits or similar amounts to the Cooperative. The board of trustees shall have the discretion in the exercise of its business judgment to determine the manner, method, basis, priority, timing and order of retirement, if any, for all amounts thereafter furnished as capital.
Capital credited to the account of each member shall be assignable only on the books of the Cooperative pursuant to written instruction from the assignor and only to successors in interest or successors in occupancy of all or part of such member’s premises served by the Cooperative, unless the board of trustees, in its discretion and business judgment, shall determine otherwise.
Notwithstanding any other bylaw provision or provisions in the membership agreement, if a member (member as used herein shall include a former member) fails to claim any cash retirement of Capital Credits within three (3) years after payment of the same has been declared payable to such member by a notice or check mailed to the member at the last known address of the member, then such funds shall be considered to be an absolute and irrevocable assignment of the payment due the member to the Cooperative, less any charges for maintaining the member’s accounts. The Cooperative’s notice obligation to the member shall be satisfied by a good faith attempt to deliver a notice or payment to the member at the last address furnished by the member to the Cooperative. The irrevocably assigned Capital Credits shall be assigned back to the Cooperative and the board of trustees shall determine the disposition of these irrevocably assigned Capital Credits.
To the extent a member disagrees with the decisions of the board of trustees with respect to the allocation or retirement of capital credits, the member may seek arbitration pursuant to Article XI, Section 6, but only after the member has first provided written notice to the board of trustees at least fifteen (15) calendar days in advance of the next scheduled regular monthly board meeting and provided the board of trustees with a reasonable time to investigate and respond to the matter. If a member disagrees with the decisions of the board of trustees the burden of proof shall be on the member.
SECTION 4. Applicability and Acceptance of Bylaws.
The members 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 member, and both the Cooperative and the members are bound by such contract as fully as though each member 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 member of the Cooperative by posting in a conspicuous place in the Cooperative’s office.
SECTION 4. Debts of Members and Set Off.
No member of the Cooperative shall be entitled to receive any retirement of capital credits if such member is indebted to the Cooperative in any manner. Any indebtedness due the Cooperative by any member, at the option of the board of trustees, may be set off against the capital credits of such member at any time, together with interest thereon at the legal rate accruing on judgments in effect when such amount became overdue, whether the Statute of Limitations has run against such indebtedness or not.
ARTICLE VIII - DISPOSITION OF PROPERTY
The Cooperative may not sell, mortgage, lease or otherwise dispose of or encumber all or any substantial portion of its property unless such sale, mortgage, lease, or other disposition or encumbrance is authorized at a meeting of the members thereof by the affirmative vote of not less than two-thirds (2/3) of all the members of the Cooperative and unless the notice of such proposed sale, mortgage, lease, or other disposition or encumbrance shall have been contained in the notice of the meeting; provided, however, that notwithstanding anything herein contained, or any other provision of law, the board of trustees of the Cooperative, without authorization by the members thereof, shall have full power and authority to authorize the execution and delivery of a mortgage or mortgages or a deed or deeds of trust upon, or the pledging or encumbering of, any or all of the property, assets, rights, privileges, licenses, franchises, and permits of the Cooperative, whether acquired or to be acquired and wherever situated, as well as the revenues and income therefrom, all upon such terms and conditions as the board of trustees shall determine, to secure any indebtedness of the Cooperative to the United States of America or any instrumentality or agency thereof, or to any person, corporation, financial institution, or entity lending money to the Cooperative.
ARTICLE IX - SEAL
The corporate seal of the Cooperative shall have inscribed thereon the name of the Cooperative and the words “Corporate Seal, Florida.”
ARTICLE X - FINANCIAL TRANSACTIONS
SECTION 1. Contracts.
Except as otherwise provided in these bylaws, the board of trustees may authorize any officer or officers, agent or agents to enter into any contract or execute and deliver any instrument in the name and on behalf of the Cooperative, and such authority may be general or confined to specific instances.
SECTION 2. Checks, Drafts, etc.
Except otherwise provided by law or in these bylaws, all checks, drafts, or other orders for the payment of money and all notes, bonds, or other evidences of indebtedness issued in the name of the Cooperative, shall be issued by such officer, officers, agent, or agents of the Cooperative and in such manner as shall from time to time be determined by resolution of the board of trustees.
SECTION 3. Deposits.
Except for petty cash/working funds, all funds of the Cooperative shall be deposited in such financial institutions as the board of trustees may select.
SECTION 4. Fiscal Year.
The fiscal year of the Cooperative shall begin on the first day of January of each year and end on the thirty-first day of December of the same year.
ARTICLE XI - MISCELLANEOUS
SECTION 1. Membership in Other Organizations.
The Cooperative shall not become a member of or purchase stock in any other organization without an affirmative vote of the members at a duly held meeting, the notice of which shall specify that action is to be taken upon such proposed membership or stock purchase; provided, however, that the Cooperative may, upon the authorization of the board of trustees, purchase stock in or become a member of any corporation or organization organized on a non-profit basis for the purpose of engaging in or furthering the cause of rural electrification or any other corporation for the purpose of acquiring electric facilities.
SECTION 2. Waiver of Notice.
Any member or trustee may waive in writing any notice of a meeting required to be given by these bylaws. The attendance of a member or trustee at any meeting shall constitute a waiver of notice of such meeting by such member or trustee, except in case a member or trustee shall attend a meeting for the express purpose of objecting to the transaction of any business because the meeting shall not have been lawfully called or convened.
SECTION 3. Policies, Rules and Regulations.
The board of trustees shall have the power to make and adopt such policies, rules and regulations, not inconsistent with law, the articles of incorporation, or these bylaws, as it may deem advisable for the management, administration and regulation of the business and affairs of the Cooperative.
SECTION 4. Accounting System and Reports.
The board of trustees shall cause to be established and maintained a complete accounting system which, among other things, and subject to applicable laws and rules and regulations of any regulatory body, shall conform to such accounting system as may from time to time be designated by the administrator of the Rural Utilities Services of the United States of America. The board of trustees shall also after the close of each fiscal year cause to be made by a Certified Public Accountant a full and complete audit of the accounts, books, and financial condition of the Cooperative as of the end of such fiscal year. A report of such audit may be submitted to the members at the next annual meeting.
SECTION 5. Area Coverage.
The board of trustees shall make diligent effort to see that electric service is extended to all unserved persons within the Cooperative service area who (a) desire such service and (b) meet all reasonable requirements established by the Cooperative as a condition of such service.
SECTION 6. Alternative Dispute Resolution.
If a controversy or claim arises out of or relates to the calculation, allocation, or payment of excess revenues, or the allocation or retirement of patronage capital, then the Cooperative and the member shall resolve any issues, controversies or claims solely by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and the judgment rendered by the arbitrator(s) may be entered in any court having jurisdiction. Any controversies, issues and claims regarding the foregoing shall only be settled through individual arbitration and not through collective or class action arbitration.
SECTION 7. Reference to Gender.
Any reference to the male gender in these bylaws shall be construed to mean either male or female gender.
SECTION 8. Reference to Days.
For the purposes of these bylaws, all references to days shall mean calendar days unless otherwise stated to mean business days.
SECTION 9. Written Notice.
For the purposes of these bylaws, all references to written notice shall mean notice can be provided by mail or electronically delivered.
ARTICLE XII - AMENDMENTS
SECTION 1. Amendment of Bylaws.
These bylaws may be altered, amended or repealed by the members at any regular or special meeting, provided the notice of such meeting shall include either: (1) a copy of the language of the proposed alteration, amendment or repeal; (2) a description of where the proposed alteration, amendment, or repeal is posted; or (3) a method for requesting a copy of the proposed alteration, amendment, or repeal (for purposes of this Article XII, the term “amendment” shall include the amendment of an existing bylaw, the repeal of an existing bylaw, and the adoption of a new bylaw).
SECTION 2. Procedure for Amending Bylaws.
Amendments to these bylaws shall be initiated by either a resolution adopted by the board of trustees or by a petition of the members.
(a) If an amendment is proposed by the board of trustees, it shall first be adopted by a majority of the trustees present and voting at any regular or special meeting of the board. Thereafter, such amendment shall be presented to the membership at the annual meeting of the members, or at any special meeting of the members, provided that due notice of the amendment is given as provided in Section 1.
(b) Members may initiate amendments to the bylaws in the manner provided by Florida Statute §425.18 (1991). [NOTE: Briefly, §425.18 sets forth the conditions whereby members may propose an amendment by petition that is signed by not less than ten (10) percent of the cooperative.]
(c) Amendments to the bylaws shall be subject to any limitations contained in the Rural Electric Cooperative law, Chapter 425, Florida Statutes.
As amended March 28, 2019