Bylaw Amendment

 

2025 BYLAW AMENDMENTS

The Board of Directors approved amendments to the Bylaws which will be presented to the Members for voting on at the Annual Meeting on Thursday, May 29, 2025 Groton Area High School. Registration and meal will start at 5:30PM and the Business Meeting at 6:30PM.

 

2025 Amended and Restated Bylaws of James Valley Cooperative Telephone Company

ARTICLE I – Membership

SECTION 1.1.  Eligibility.  Any individual or entity, may become a member of James Valley Cooperative Telephone Company, (hereinafter called the “Cooperative”) upon receipt of retail communications services from the Cooperative at a location within its established service area and the execution of a membership application in the form prescribed by the Cooperative

(a) Such application shall include agreement to the following terms and conditions:

(1) To purchase from the Cooperative communications and information services in accordance with the rates, terms and conditions specified by the Cooperative;

(2) To comply with and be bound by the Articles of Incorporation and By-laws of the Cooperative and any rules and regulations adopted by the Board of Directors (hereinafter called the “Board” or the “Board of Directors”); and

(3) To pay such membership, connection, re-connection, security, facilities extension, and construction fees and deposits as may be established or required by the Board.

The status of all memberships shall be as reflected upon the books of the Cooperative and no membership certificates will be issued.

(b) Purchasers of the Cooperative’s services at wholesale, or otherwise for resale, shall not be eligible for membership or patronage credits with respect to such wholesale services. Local exchange carriers, interexchange carriers, wireless carriers, and any other carriers that participate with the Cooperative in the provision of communications and information services to customers are neither members nor patrons.

 

Section 1.2. Joint Membership. One or more persons may apply for a joint membership and subject to their compliance with the requirements of this Section 1 of this Article, may be accepted for such membership. The effect 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 meeting;

(b) Each joint membership is entitled to only one vote.

(c) A waiver of notice signed by either or both shall constitute a joint waiver;

(d) Notice to either shall constitute notice to both;

(e) 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 an officer or director, provided that both meet the qualification for such office.

 

SECTION 1.3. Conversion of Joint Memberships

(a) Upon Death.  Upon the death of either party to the joint membership, such membership shall be held solely by the survivor and appropriate record thereof shall be made upon the Membership Record after the Cooperative has been notified of the death; provided however, that the estate of the deceased joint member shall not be released from any debts due the Cooperative and the surviving member shall also be liable for such debts.

(b) Upon Divorce. The cooperative shall continue to recognize the joint members as listed on the books of the Cooperative until it has received either (i) an Order from the divorce court changing the membership to one member or (ii) written consent from both joint members to change the membership to one member.

 

SECTION 1.4.  Transfer of Membership.  No membership in the Cooperative shall be transferrable, except as provided in these Bylaws.  Upon request in writing, memberships may be transferred on the books of the Cooperative between any persons in the same household and to successors of any entity that is a member.

 

SECTION 1.5.  Termination of Membership.

(a) Any member may withdraw from membership upon compliance with such uniform terms and conditions as the Board may prescribe.  The Board may expel any member who fails to comply with any of the provision of the Restated Articles of Incorporation, Bylaws, or rules and regulations adopted by the Board. Such member shall be informed in writing of the charges at least ten days prior to the meeting of the Board 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 to the charges.  The person or persons bringing the charges against him shall have the same opportunity.  The question of the removal of such member shall be considered and voted upon at the meeting of the Board.  No member shall be removed from membership except by a vote of 2/3 of the directors present.  Any expelled member may be reinstated by vote of the Board or by vote of the members at any regular, annual or special meeting.

(b) Upon the withdrawals, death, cessation of service or expulsion of a member, the membership of such member shall thereupon terminate and be so recorded on the books of the Cooperative. Termination of membership in any manner shall not release a member or his estate from any debts due the Cooperative.

(c) In case of withdrawal or termination of membership in any manner, the Cooperative shall repay to the member the amount of any membership fee credited to the member’s account, provided, however, that the Cooperative shall deduct form the amount of the membership fee the amount of any debts or obligations owed by the member of the Cooperative.

 

ARTICLE II – Right and Liabilities of the Cooperative and the Members

SECTION 2.1.

1. Terms of Service. A member shall comply with any reasonable procedure required by the Cooperative regarding the provision of a Cooperative service. Based upon different costs of providing a Cooperative service to different groups of members, the Cooperative may charge each group a different rate or price for providing the Cooperative service.
2. Interruption of Cooperative Service. The Cooperative shall provide Cooperative services to members in a reasonable manner. The Cooperative, however, does not insure, guarantee, or warrant that it will provide adequate, continuous, or uninterrupted service. The Cooperative is not liable for damages, costs, or expenses, including attorney fees or legal expenses, caused by the Cooperative providing inadequate, noncontinuous, or interrupted service, unless the damages, costs, or expenses are caused by the Cooperative’s gross negligence or willful misconduct. The Cooperative’s responsibility and liability for providing a Cooperative service terminates upon delivery of the Cooperative service to a member. In case of emergency, or as requested by government or emergency officials or representatives, the Cooperative may interrupt the provision of Cooperative services to members.
3. Safe, Reliable and Efficient Operation of Cooperative Service. A member shall take or omit any act required by the Cooperative to safely, reliably, and efficiently operate the Cooperative and provide a Cooperative service, which act involves: (a) a location occupied by the member and to or for which the Cooperative provides or will provide a Cooperative service; (b) real or personal property in which the member possesses a legal or equitable right or interest (“Member Property”); (c) Cooperative equipment; or (d) member equipment connected to Cooperative equipment. As necessary to safely, reliably, and efficiently operate the Cooperative and provide a Cooperative service, the Cooperative may temporarily suspend or terminate provision of a Cooperative service. A member shall not tamper with, alter, interfere with, damage, or impair Cooperative equipment. Except as otherwise provided by the Board, the Cooperative owns all Cooperative equipment.
4. Member Equipment Connected to Cooperative Equipment. Before and while member equipment is connected to Cooperative equipment, the member:
   1. shall comply with, and shall ensure that the member equipment, the connection, and any act or omission regarding the member equipment and the connection comply with the Cooperative’s articles of incorporation and bylaws, including terms, conditions, requirements, and procedures required by the Cooperative regarding the member equipment and the connection;
   2. shall ensure that the member equipment and the connection do not adversely impact the Cooperative’s ability to safely, reliably, and efficiently operate the Cooperative or provide a Cooperative service;
   3. grants the Cooperative the right to inspect the member equipment and the connection to determine whether the member equipment and connection comply with the Cooperative’s governing documents;
   4. grants the Cooperative the right to disconnect or temporarily operate member equipment that does not comply with the Cooperative’s requirements, conditions and procedures or that adversely impacts the Cooperative’s ability to safely, reliably, and efficiently operate the Cooperative or provide a Cooperative service; and
5. (e) shall pay the Cooperative for income not received or accrued because of the connection.

 

SECTION 2.2.  Cooperation of the Members in the Extension of Services.  The cooperation of members of the Cooperative is imperative to the successful, efficient and economical operation of the Cooperative.  Members who are receiving or who are requesting service shall be deemed to have consented to the reasonable use of their real property to construct, operate, maintain, replace or enlarge telephone and/or communications lines, overhead or underground, including all conduit, cables, wires, surface testing terminals, markers and other appurtenances under, through, across, and upon any real property or interest therein owned or leased or controlled by said member for the furnishing of telephone or communication service to said member, or any other member, at no cost to the Cooperative.  When requested by the Cooperative, the member does agree to execute any easement or right-of way contract on a form to be furnished by the Cooperative.

 

SECTION 2.3.  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 2.4.  Property Interest of Members.  Upon dissolution or liquidation of the Cooperative, its assets shall be applied and distributed as follows:

(a) To pay liquidation expenses, debts and liabilities of the Cooperative; and

(b) To repay the refundable connection fees collected prior to October 14, 1972 and membership fees, if any; and

(c) To retire all capital furnished through patronage; and

(d) To distribute the remaining property and assets of the Cooperative among the members and former members in proportion to which the total patronage of each member bears to the total patronage of all members.

 

ARTICLE III – Meetings of Members

SECTION 3.1.  Annual Meeting.  The annual meeting of the members shall be held at a date and place within the serving area as selected by the Board and 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 nor affect the validity of any corporation action.

 

SECTION 3.2.  Special Meetings.  Special meetings of the members may be called by resolution of the board, by the president, or by members having one-fifth of the votes entitled to be cast at such meeting, 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.

 

SECTION 3.3.  Notice of Members’ Meetings.  Written 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 not less than ten nor more than thirty days before the date of the meeting by either (i) mailed with first-class postage or (ii) sent by electronic transmission 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 U.S. Mail, addressed to the member at the address appearing on the records of the Cooperative, with postage thereon prepaid.  An electronically transmitted notice of a member meeting is deemed delivered when electronically sent to a member at the member’s electronic address shown in the Cooperative’s record The incidental or unintended failure of any member to receive notice of an annual or special meeting of the members shall not invalidate any action which may be taken by the members at any such meeting.

 

SECTION 3.4.  Postponement of a Meeting of the Members.  In the event of inclement weather or the occurrence of a catastrophic event, the meeting of the members may be postponed by the president.  Notice of the adjourned meeting shall be given by the president or his designated agent in any media of general circulation or broadcast serving the area.

 

SECTION 3.5.  Quorum.  Business may not be transacted at any meeting of the members unless there are present in person at least fifty members of the Cooperative, except that, if less than a quorum is present at any meeting, a majority of those present in person may adjourn the meeting to another time and date, provided that the secretary shall notify any absent members of the time, date and place of such adjourned meeting by delivering notice thereof as provided in Sections 3.3 or 3.4.  At all meetings of the members, whether a quorum be present or not, the secretary shall affix to the meeting minutes, or incorporate therein by reference, a list of those members who were registered as present in person.

 

SECTION 3.6.  Voting.  Each member shall be entitled to only one vote upon each matter submitted to a vote at a meeting of the members.  All issues with respect to voting shall be governed according to the latest edition of Robert’s Rules of Order unless otherwise specified by law or the Articles of Incorporation. Voting by members other than members who are natural persons shall be allowed upon presentation to the Cooperative, prior to each member meeting, satisfactory evidence entitling the person presenting the same to vote.  Such evidence may be given upon a form provided by the Cooperative.  All questions shall be decided by a vote of a majority of the members voting thereon as provided herein except as otherwise provided by law, the Restated Articles of Incorporation, or these Bylaws.  In the election of directors, the chairperson of the meeting may direct that the secretary cast a ballot or express a voice vote in favor of any nominee so there is not competition for the seat or seats to be filled.

 

SECTION 3.7.  Order of Business.  The order of business at the annual meeting of the members, and so far as possible at all other meetings of the members, shall be conducted under policies established by the Board and under an agenda essentially as follows, except as otherwise determined by the members at such meeting:

1. Report on the number of members present in person in order to determine the existence of a quorum.
2. Reading of the Notice of the Meeting and proof of the timely publication of mailing thereof, or the waiver or waivers of Notice of meeting, as the case may be.
3. Reading of unapproved minutes of previous meeting so the members and the taking of necessary action thereon unless minutes or a synopsis thereof shall have been furnished in a timely mailing or have been distributed at the meeting to all active members present. In such case, the president may entertain a motion from the floor to dispense with the reading of such minutes.
4. Audit report of outside auditors, or a summary thereof.
5. Election of Board members.
6. Presentation and consideration of reports of officers, trustees, and committees.
7. Unfinished business.
8. New business.
9. Adjournment.

Notwithstanding the foregoing, the Board or the members themselves may, from time to time, establish a different order of business for the purpose of assuring the earlier consideration of an action upon any item of business the transaction of which is necessary or desirable in advance of any other item of business; provided, that no business other than adjournment of the meeting to another time and place may be transacted until and unless the existence of a quorum is first established.

 

Section 3.8 Virtual Meetings and Voting. To the extent authorized by the Board, members may participate and vote in any member meeting through remote or electronic communication.  Members participating in a member meeting through remote or electronic communications are deemed present.

 

Section 3.9. Mail or Electronic Ballot. The Board may authorize members to vote by mail or electronic transmission on any matter by the Board delivering or providing electronic access to a written or electronic ballot to each member entitled to vote on the matter. A member submitting a completed ballot may revoke the ballot and vote at the member meeting regarding a matter described in the ballot. The Cooperative must count completed mail or electronic ballots received on or before the time and date of the meeting in determining whether a member quorum exists at the meeting. The Board may require that all votes cast by mail ballot or by electronic ballot be received by the cooperative before the meeting.

 

ATICLE IV – Board Members

SECTION 4.1  General Powers.  The business and affairs of the Cooperative shall be managed by a Board of seven members which shall exercise all of the powers of the Cooperative except such as are by law, the Restated Articles of Incorporation, or these Bylaws conferred upon or reserved to the members.

 

SECTION 4.2.  Election Process and Tenure of Office.  Directors shall be elected by a secret ballot at each annual meeting when there is competition for the Board seat(s) to be filled.  They shall be elected by and from the members to serve a three year term, or until their successors shall have been elected and shall have qualified.  The terms of the directors shall be staggered to insure continuity.  If an election of directors is not held on the day designated herein for the annual meeting or at any adjournment thereof, a special meeting of the members shall be held for the purpose of electing directors at a reasonable time thereafter.  Directors shall be nominated and elected as provided hereinafter.

The Cooperative is divided into seven service districts and from each district shall be elected one representative to the board.  A member shall be eligible to vote only for a director who will represent the district in which such member resides.

The districts shall be as follows:

District No. 1 – Houghton-Columbia-Frederick Exchanges

District No. 2 – Claremont-Hecla Exchanges

District No. 3 – City of Groton Exchange

District No. 4 – Rural Groton and Andover Exchanges

District No. 5 – Ferney-Mellette Exchanges

District No. 6 – Conde-Bristol Exchanges

District No. 7 – Turton-Doland Exchanges

Each director shall be elected to serve for a period of three years or until his successor has been elected and qualified.  All subsequent elections to that as stated above shall be in the same successive order.

 

SECTION 4.3.  Qualifications to be Nominated, to Become, or Remain a Director.  Any member who is a natural person shall be eligible to be nominated, elected and remain a director of the cooperative who resides in the district from which he is nominated and is not an employee of the Cooperative or in any way financially interested in a competing enterprise or a business engaged in selling communication services or communication supplies or maintaining communications facilities. However, the Board may grant exceptions for “de minimis” competing enterprise.

Prior employees of the Cooperative must wait a period of five years from their last date of employment before being eligible to serve on the Board.

The director is expected to attend two-thirds or more of the regular meetings during each twelve month period beginning with the month of his election.

Nothing in this Section shall affect, in any manner whatsoever, the validity of any action taken at any meetings of the Board.

 

SECTION 4.4.  Candidate Petitions.  Any member who meets the qualifications of Section 4.3 and wishes to appear on the ballot for election as a director for the member’s district, shall, not less than 45 nor more than 60 days preceding the day designated for the annual meeting, file during business hours at the business office of the Cooperative, a nominating petition signed by at least fifteen members residing in such member’s district.  The petition shall be in a form approved by the board of directors.  The signature of only one member of a joint membership may be counted among the valid signatures on a petition, and any other signatures on the same petition by other members of the same joint membership shall be stricken.

 

SECTION 4.5.  Election of Directors.  Elections of directors shall be by a separate ballot for the exclusive use of the members of each district in which a director is being elected.  Each district’s ballot shall list the name(s) of the candidate(s) who have submitted valid petitions, the order of which shall be determined by drawing of lots.

At the membership meeting considering the election of directors, the Secretary of the Cooperative shall place in nomination the names of all those who have submitted valid petitions.

The candidate from each district from which a director is being elected receiving the majority of votes cast for that office at such meeting shall be declared elected as a director.  At least seven members from that district must cast votes at the membership meeting for the election of the director to be valid.  Failure of an election for a given year shall allow the incumbent director whose directorship would have been voted on to hold over only until the next member meeting at which a quorum is present.

To remain a Director, the Director  must, beginning with the month of the Director’s election, attend two-thirds (2/3) or more of the regular meetings during each twelve-month period. The Director must also remain a member in good standing and comply with all of the Cooperative’s rules and regulations. Upon establishment by the Board that a Director is in violation of any of the provisions of this Section, the Board shall appoint a successor who will serve until an election which shall be held at the next annual meeting of the members.

 

SECTION 4.6.  Removal of Board Members  and Resignations. Discipline, Removal by Board.

(a) Director Discipline. The Board shall create a committee to investigate any formal complaint about a Director’s conduct. The Committee shall be composed of the current Board President, or next highest officer if the current highest officer is the subject of the complaint, and two (2) other Directors selected by the Board. Following investigation, the Committee shall make its report to the full Board with recommendations, if any, of discipline of the affected Director. The affected Director shall be provided a copy of the report and given opportunity to respond prior to the vote on any recommended action. Discipline action may range to include: (1) a verbal warning; (2) a written reprimand; (3) censure; (4) a reduction in director benefits or compensation; or (5) removal pursuant to subsection (b) of this section.

(b) Action by the Board. A Director may be removed for cause, by a vote of at least two- thirds (2/3) of the remaining Directors, who are not subject to current challenge, at a regular or special board meeting called for such purpose. The Director shall, in writing, at least thirty (30) days in advance, be informed of the meeting at which such a removal vote is scheduled to take place, and shall have an opportunity to respond, or be heard in person or by counsel, at such meeting. A Director who is the subject of the complaint shall not participate in the Board’s deliberation or vote on any matter related to the issue, except as requested by the Board or as allowed in this section.

(c) Cause Cause shall include: (1) a conviction or judicial determination involving a felony crime or a crime of moral turpitude; (2) becoming ineligible to serve due to failing to meet the qualifications of Section 3 of this Article; (3) violation of a director’s fiduciary duty or the Code of Conduct/Ethics policy to such a degree as two-thirds (2/3) vote of remaining Board members finds to warrant such disciplinary action; or (4) the bringing of such disrepute or disparagement to the Cooperative by unacceptable personal conduct to warrant such discipline as determined by two-thirds (2/3) of the remaining Board members.

Removal by Members

(d) Any member may bring charges against a Board member which shall specify malfeasance or nonfeasance of the duties and responsibilities of the Board position. Such charges shall be in writing and filed with the secretary together with a petition signed by at least ten (10) percent of the members, or two hundred (200) members, whichever is the lesser, and may request the removal of such Board member by reason thereof.

(e) Such Board member shall be informed in writing of the charges at least ten (10) days prior to the meeting of the members at which the charges are to be considered and shall have an opportunity at the meeting to be heard in person or by counsel to present evidence in respect to the charges; and the person or persons bringing the charges against the Board Member shall have the same opportunity. The question of the removal of such Board member shall be considered and voted upon at the meeting of the members. No Director shall be removed from office unless by a vote of two-thirds (2/3) of the members present.

(f) Any vacancy created by such removal may be filled by vote of the members at such meeting without compliance with provisions of Section 4.5 with respect to nominations.

A director may resign at any time by written notice delivered to the Board of Directors, the president or secretary of the Cooperative.  A resignation is effective when the notice is delivered unless the notice specifies a future date.  The pending vacancy may be filled before the effective date but the successor shall not take office until the effective date.

 

SECTION 4.7.  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.  Any successor must have the same qualifications for office as set forth in Section 4.3.

 

SECTION 4.8.  Compensation.  Board members shall, as determined by resolution of the Board, 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.  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.  Board members, who elect to participate, may be extended various forms of liability and accident insurance as well as participation in benefits provided to employees except for benefits based on salary.  No Board member shall receive compensation for serving the Cooperative in any other capacity, nor shall any close relative of the Board member receive compensation for serving 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.  For purpose of this section, close relative includes grandparents, parents, husband, wife, children, grandchildren, brothers, sisters, aunts, uncles, nephews and nieces, by blood, by marriage or by adoption, and spouses of any of the foregoing.

 

SECTION 4.9.   Rules, Regulations, Rate Schedules and Contracts.  The Board of Directors shall have the power to make, adopt, amend, abolish and promulgate such rules, regulations, rate classifications, rate schedules, contract, security deposits and any other types of deposits, payment or charges, including contributions in aid of construction, not inconsistent with law or the Restated Articles of Incorporation or Bylaws, as it may deem advisable for the management, administration and regulation of the business and affairs of the Cooperative or cause such to be submitted by any appropriate regulatory approval.

 

ARTICLE V – Meetings of the Board

SECTION 5.1.  Regular Meetings.  A regular meeting of the Board shall be held at such time and place as designated by the Board.  Such regular monthly meeting may be held without notice other than such resolution fixing the time and place thereof.  A minimum of at least ten regular meetings shall be held each year.  Unless specifically prohibited by law, meetings, regular or special, may be conducted through the use of conference telephone or other communications equipment by means of which all persons participating in the meetings can communicate with each other.  Such participation will constitute attendance and presence in person at the meeting of the persons so participating.

 

SECTION 5.2.  Special Meetings.  Special meeting 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 5.3.  Notice of Board Meetings.  Written notice of the time, place (or telecommunications conference event) and purpose of any special meeting of the Board shall be delivered to each Board member either personally, by mail or by electronic transmission, or at the direction of the secretary, or upon default in duty by the secretary, by the president or one of the board members calling the meeting.  If mailed, such notice shall be deemed to be delivered when deposited in the U. S. Mail, addressed to the Board member at this address as it appears on the records of the Cooperative, with first-class postage thereon prepaid, at least five days before the date set for the meeting. .  An electronically transmitted notice of a meeting is deemed delivered when electronically sent to a Board member at the Board member’s electronic address shown in the Cooperative’s record.

 

SECTION 5.4. Quorum.  A majority of the board either in person or with absent Directors participating through any means of communication by which all Directors participating in the Board Meeting may simultaneously hear each other during the Board Meeting 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; provided further that the secretary shall notify any absent Board members of the time and place of such adjourned meeting.  The act of 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.  Board members may not vote by proxy at regular or special Board meetings.

 

SECTION 5.5.  Unanimous Consent in Writing.  Unless otherwise prohibited by law, Board actions may be taken without a meeting and without a vote if unanimous consent of the board is obtained in writing setting forth the actions taken in detail and the document is signed by all Board members entitled to vote.

 

ARTICLE VI – Officers

SECTION 6.1.  Number and Titles.  The officers of the Cooperative shall be a president, vice president, secretary, treasurer, and such other officers as may be determined by the Board from time to time.  The offices of secretary and treasurer may be held by the same person.

 

SECTION 6.2.  Election and Term of Office.  The officers shall be elected by ballot, if there is a contest, and if not, by voice vote or any other method designated by the person presiding.  They shall be elected annually by and from the Board, at the first regular monthly meeting of the Board held after the annual meeting of the members.  If the elections 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 following the next succeeding annual meeting of the members or until a successor shall have been elected and shall have qualified.  Except as otherwise provided in these Bylaws, a vacancy in any office shall be filled by the Board for the unexpired portion of the term.

 

SECTION 6.3.  Removal of Officers and Agents by the Board.  Any officer or agent elected or appointed by the Board may be removed by the Board for cause related to position whenever in its judgment the best interests of the Cooperative will be served thereby.  The officer against whom such charges have been brought shall be informed in writing of the charges at least ten days prior to the Board meeting at which the charges are to be considered and shall have an opportunity at the meeting to be heard in person or by counsel and to present evidence in respect to the charges; and the person or persons bringing the charges against him shall have the same opportunity.

 

SECTION 6.4.  President.  The president shall:

1. Be the principal executive officer of the corporation and unless otherwise determined by the members of the Board, shall preside at all meetings of the members and the Board.
2. Sign any deeds, mortgages, deeds of trust, notes, bonds, contracts, or other instruments authorized by the Board to be 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
3. 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 6.5.  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 6.6.  Secretary.   The secretary shall be responsible for:

1. Keeping the minutes of the meetings of the members and of the Board in books prepared for that purpose;
2. Seeing that all notices are duly given in accordance with these Bylaws or as required by law.
3. 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 provision of these Bylaws;
4. Keeping a register of the names and post office addresses of all members.
5. Keeping on file at all times a complete copy of the Restated Articles of Incorporation and Bylaws for the Cooperative containing all amendments thereto and at the expense of the Cooperative, furnishing a copy of these Bylaws and of all amendments thereto to each member; and
6. In general performing all duties incident to the office of secretary and such other duties as from time to time may be assigned to him by the Board.

 

SECTION 6.7.  Treasurer.  The treasurer shall be responsible for:

1. Custody of all funds and securities of the Cooperative;
2. The receipt of and 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; provided, however, that the treasurer shall have the authority, with the approval of the Board, to delegate to the general manager the authority to appoint employees of the Cooperative to actually carry out the responsibilities set forth in this Section; and
3. 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; provided, however, with respect to the duties and responsibilities of the treasurer, the Cooperative shall indemnify and hold the treasurer harmless against any and all losses, claims and/or damages which may be asserted against the treasurer, in his official capacity, unless such claim is a result of an act personally committed or omitted by the treasurer resulting in loss to the cooperative.

SECTION 6.8.  General Manager/Chief Executive Officer.   The Board of Directors shall appoint a General Manager who may also be designated as a Chief Executive Officer or such other officer designation as the Board determines, who shall perform such duties as the Board may from time to time require and shall have such authority as the Board may from time to time vest in them.

 

SECTION 6.9.  Bonds.  The Board shall require the treasurer and any other officer, agent or employee of the Cooperative charged with responsibility for the custody of any of its funds or property to give bond in such sum and with such surety as the Board shall determine.  The Board in its discretion may also require any other officer, agent or employee of the Cooperative to give bond in such amount and with such surety as it shall determine.  The costs of all such bonds shall be borne by the Cooperative.

 

SECTION 6.10.  Compensation.  The powers, duties and compensation of officers, agents and employees shall be fixed or approved by the Board, subject to the provisions of these Bylaws with respect to compensation for of directors.

 

SECTION 6.11.  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 each fiscal year.

 

SECTION 6.12  Officer Standard of Conduct.   An Officer shall discharge the Officer’s duties: (a) in good faith; (b) with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and (c) in a manner the Officer reasonably believes to be in the Cooperative’s best interests.

 

ARTICLE VII – Indemnification of Officers, Board Members, Employees and Agents

SECTION 7.1.  Scope of Indemnification.  The Cooperative shall indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by, or in the right of the Cooperative) by reason of the  fact that such person is or was a board member, officers, employee or agent of the Cooperative or who is or was serving at the request of the Cooperative as a board member, officer, employee or agent of another cooperative, association, corporation, partnership, joint ventures, trust or other enterprise, against expenses, (including attorney’s fees), adjustments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding; provided such person acted in good faith and in a manner such person reasonable believed to be in, or not opposed to, the best interests of the Cooperative, and with respect to any criminal action of proceeding, had no reasonable cause to believe the conduct of such person was unlawful.  The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon pleas of nolo contendere or its equivalent, shall not, of itself create a presumption that the person did not act in good faith or and in a manner which such person reasonably believed to be in, or not opposed to, the best interests of the Cooperative, and with respect to any criminal action or proceeding, had reasonable cause to believe that the conduct of such person was unlawful.

 

SECTION 7.2.  Indemnification for Good Faith Action.  The Cooperative shall indemnify any person who was or is a party, or is threatened to be made a party to, any threatened, pending or completed action or suit by, or in the right of, the Cooperative to procure a judgment in its favor by reason of the fact that such person is, or was, a board member, officer, employee or agent of the Cooperative, or is, or was, serving at the request of the Cooperative as a Board member, officer, employee or agent of another cooperative, association, corporation , partnership, joint venture, trust or other enterprise, against expenses (including attorney’s fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suite, if such person acted in good faith, and in a manner such person reasonably believed to be in or not opposed to be the best interest of the Cooperative.  No indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of the duty of such person to the Cooperative, unless, and only to the extent that the Court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person if fairly and reasonably entitled to indemnity of such expenses as the court shall deem proper.

 

SECTION 7.3.  Cost of Defense Indemnified.  To the extent that a board member, officer, employee or agent of the Cooperative has been successful, on the merits or otherwise, in the defense of any action, suite or proceeding referred to in Sections 7.1 and 7.2, in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorney’s fees) actually and reasonably incurred by such person in connection therewith.

 

SECTION 7.4.  Amount of Indemnification.  Any indemnification under Section 7.1 and 7.2 (unless ordered by a court) shall be made by the Cooperative only as authorized in the specific case, upon a determination that indemnification of the board member, officer, employee or agent is proper in the circumstances because such person has met the applicable standards to conduct set forth in Section 7.1 and 7.2.  Such determination shall be made:

1. By the Board by a majority vote of a quorum consisting of board members who were not parties to such action, suit or proceedings; or
2. If such a quorum is not obtainable, or even if obtainable, if a quorum of disinterested board members so directs, by independent legal counsel in written opinion; or
3. By the members.

SECTION 7.5.  Expenses Advanced.  Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Cooperative in advance of the final disposition of such action, suit or proceeding, as authorized by the Board in the specific case, upon receipt of an undertaking by or on behalf of the board member, officer, employee or agent to repay such amount, unless it shall ultimately be determined the he is entitled to be indemnified by the Cooperative as authorized in this Article.

 

SECTION 7.6.  Rights of Persons Indemnified.   The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of members or disinterested board members, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a board member, officer, employee or agent, and shall inure to the benefit of the heirs, executors and administrators of such a person.

 

SECTION 7.7.  Insurance Coverage.  The Cooperative may purchase and maintain insurance on behalf of any person who is a board member, officer, employee or agent of the Cooperative, or who is or was serving at the request of the Cooperative as a board member, officer, employee or agent of another cooperative, association, corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of the status of such person as such whether or not the Cooperative would have the power to indemnify such person against such liability under the provisions of this Article.

 

ARTICLE VIII – Non-Profit Operations

SECTION 8.1.  Interest or Dividends on Capital Prohibited.  The Cooperative shall at all times be operated on a cooperative non-profit basis for the mutual benefit of its members.  No interest or dividends shall be paid or payable by the Cooperative on any capital furnished by its members.

SECTION 8.2.   Patronage Capital in Connection with Furnishing  Services.  In the furnishing of services, equipment and merchandise, the Cooperative’s operations shall be so conducted that all members will through their patronage furnish capital for the Cooperative.  In order to induce patronage and to insure that the Cooperative will be operated on a non-profit basis, the Cooperative is obligated to account on a patronage basis to all its members for all amounts received and receivable from the furnishing of services in excess of operating costs and expenses properly chargeable against the furnishing of such services.  All such amounts in excess of operating costs and expenses shall first be used by the Cooperative to offset any losses incurred during any prior fiscal year.  The Cooperative is obligated to pay any excess available, after offsetting losses from prior fiscal years, by credits to a capital account for each member.  Computation and distribution of capital credits may be based on business done with particular departments, or in particular commodities, supplies or services, or upon classification of business according to type or nature thereof, as may be defined and determined from time to time by the Board.  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 his account; provided that individual notice of such amounts furnished by each member shall not be required if the Cooperative notifies all members of the aggregate amount of such excess and provides a clear explanation of how each member may compute and determine for himself the specific amounts of capital so credited to him.  All such amounts credited to the capital account of any member shall have the same status as though it 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 for capital.

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 shall determine 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.  Any such retirements of capital shall be at the discretion and direction of the Board as to timing, method and type of retirement.

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 in all or in a part of such members’ premises served by the Cooperative unless the Board, acting under policies of general application, shall authorize other types of assignments.  Members at any time may assign their capital credits back to the Cooperative and the Cooperative is authorized to negotiate capital credit settlement arrangements with bankrupt members.

Notwithstanding any other provision of these Bylaws, the Board, at its discretion, shall have the power at any time upon the dissolution of an entity or upon the death of any natural member, if the legal representative of the entity or the legal representative of the estate shall request in writing that the capital credited to any such member be retired prior to the time such capital would be retired in a general retirement under provisions of these Bylaws, to retire capital credited to any such member immediately upon such terms and conditions as the Board, acting under policies of general application, and the legal representative of the dissolved entity, or the legal representative of such member’s estate shall agree upon; provided, however, that the financial condition of the Cooperative will not be impaired thereby.

When the capital credits of any member no longer receiving service from the Cooperative come to a total amount of less than a fixed sum determined by the Board of Directors, the same shall be retired in full with such retirements made only when and at the same time that a general retirement to other members is made.  During a general capital credit retirement, no checks shall be issued for less than a fixed amount determined by the Board, and the amount of such unretired capital credits will be retired in the first following year when the total amount of capital credits qualifying for retirement exceeds that amount set by the Board, including the amount carried over.  All tax refunds made by the United States Government or any of the states in connection with the final or true cost of service as determined by the capital credits allocation process may be held and used by the Cooperative as furnished patronage capital and shall be treated in the same manner as furnished capital set out in this Section of these Bylaws.

The members of the Cooperative, by dealing with the Cooperative, acknowledge that the terms and provisions of the Restated Articles of Incorporation and Bylaws shall constitute and be a contract with 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 paragraph 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, by reference in the application for membership, or by publication distributed by the Cooperative to its members.

Any share of membership, credit, dividend, profit, patronage refund, distribution or other money or property right held by the Cooperative for, or owing by it to, a member or other person or persons entitled thereto, who has not within six years claimed the same or corresponded in writing with the cooperative concerning the same may be forfeited to the Cooperative in the manner provided by herein.

Procedure for forfeiture

1. Resolution-Time limit for claim. A motion or resolution may be passed or adopted by the board of directors of a cooperative declaring the forfeiture of any money or property described in §47-16-54 unless the same is claimed by the person or persons entitled thereto within six months after notice of such forfeiture is given.
2. Notice to claimant-Contents of notice. If the name and address of any person entitled to receive the money or property mentioned in §47-16-54 is shown on the records of the cooperative, and the money or property is of the value of fifty dollars or more, a notice shall be mailed or electronically transmitted to each person at the last known address. The notice shall describe the money or property referred to, state the name of each person who appears to be entitled to money or property as shown by the records of the cooperative, and state that the money or property will be forfeited to the cooperative six months from the date the notice is mailed or electronically transmitted unless the money or property is claimed and proper evidence of ownership is submitted within that time. The notice shall be dated and signed and mailed or electronically transmitted on behalf of the cooperative by its secretary or any other duly authorized individual.
3. Notice by publication.  If the name or address of any person entitled to receive the money or property described in §47-16-54 is not shown upon the records of the cooperative, or if the name or address is known by the cooperative’s secretary to be incorrect, then the cooperative shall publish a notice at least once in a newspaper of general circulation in the county of this state in which is located the last known address of each person to be named in the notice. If no address is listed or the address is outside this state, the notice shall be published in the county in which the holder of the property has its principal place of business within this state. No cooperative is required to publish any item that is less than one hundred twenty-five dollars, unless the cooperative considers the publication to be in the interest of the cooperative. The notice may state that the forfeiture becomes effective six months after the first publication.

Applicability to preexisting claims.  This forfeiture procedure applies to all money or property described in §47-16-54, payment or delivery of which was authorized either before or after July 1, 1965.

Discretionary payment to claimant after forfeiture.  Notwithstanding the forfeiture of any money or property as provided in §§47-16-54 to  47-16-58, inclusive, the board of directors, in its discretion, at any time after such forfeiture, may authorize the payment of any such money, or delivery of any such property, to the person or persons who would have been entitled to receive the same in the absence of such forfeiture.

 

ARTICLE IX – Disposition and Pledging of Property

Dissolution and Distribution of Surplus Assets Upon Dissolution

Section 9.1.  Disposition of Property.  Property of the Cooperative exceeding fifty percent of the book value indicated on the balance sheet of the Cooperative’s most recent audit may not be sold, leased or otherwise disposed of unless such sale, lease or other disposition is authorized by the affirmative vote of not less than three-fourths (3/4) of the members voting at a special or regular meeting of the members.  The notice of such proposed sale, lease or other disposition shall be sent with the notice of the meeting.  Notwithstanding anything herein contained and subject to all applicable provisions of law, the Board of Directors of the Cooperative shall have full power and authority to borrow money and issue bonds, notes, or other evidences of indebtedness in any amount.  The Board of Directors of the Cooperative shall also have full power and authority, without authorization by the members to authorize the execution and delivery of a mortgage or mortgages or deed or deeds of trust of, 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, as well as the revenues therefrom, all upon such terms and conditions as the board shall determine, to secure indebtedness of the Cooperative, its subsidiaries or affiliates.

 

SECTION 9.2.  Dissolution.  The Cooperative may be dissolved in the manner provided under the South Dakota Codified Laws.

 

SECTION 9.3.  Distribution of Surplus Assets on Dissolution.  Any assets remaining after all debts and liabilities of the Cooperative shall have been paid shall be disposed of pursuant to the provisions of Section 2.4 above; provided, however, that, if in the judgment of the Board the amount of such surplus is too small to justify the expense of making such distribution, the Board may, in lieu thereof, donate or provide for the donation  of, such surplus to one or more non-profit, charitable or educational organizations that are exempt from federal income taxation.

 

ARTICLE X – Seal

The Cooperative Seal of the Cooperative shall be in the form of a circle and shall have inscribed thereon the name of the Cooperative and the words, “Corporate Seal, Groton, South Dakota”.

 

ARTICLE XI – Final Transactions

SECTION 11.1.  Contracts.  Except as otherwise provided in these Bylaws, the Board may authorize any officer or officers, agent or agents, or 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 11.2.  Checks, Drafts, Etc.  All checks, drafts, or other orders for the payment of money, and all notes, bonds, or other evidences of indebtedness issued in the name of the cooperative shall be signed by such officer or officers, agent or agents, employee or employees of the Cooperative and in such manner, as shall from time to time be determined by resolution of the Board.

 

SECTION 11.3.  Deposits.  All the funds of the cooperative shall be deposited from time to time to the credit of the Cooperative in such institutions as the Board may select.

 

ARTICLE XII – Miscellaneous

SECTION 12.1.  Membership in Other Organizations.  The Cooperative may become a member or purchase stock in other profit or nonprofit organizations, associations, partnership or joint ventures when the Board finds that the general or long-term interests of its membership will be served by such investments to participation.

 

SECTION 12.2.  Waiver or Notice.  Any member or director may waive in writing any notice of a meeting required to be given by these Bylaws.  The attendance of a member or director at any meeting shall constitute a waiver of notice of such meeting by such member or director, except in case a member or director shall attend a meeting for the express purpose of objecting to the transaction of any business son the grounds that the meeting has not been lawfully called or convened.

 

SECTION 12.3.  Rules and Regulations.  The Board shall have power to make and adopt such rules and regulations, not inconsistent with the laws, the Restated Articles of Incorporation or these Bylaws, as it may deem advisable for the management of the business and affairs of the Cooperative.

 

SECTION 12.4.  Accounting Systems and Records.  The Board shall cause to be established and maintained a complete accounting system which, among other things, and subject to the applicable rules and regulations of any regulatory body, shall conform to such accounting systems as may from time to time be designed by the administrator of the Rural Utilities Service of the United States of America or required by other institutions providing financing to the Cooperative.  The Board shall also, after the close of each fiscal year, cause to be made a full and complete audit of the accounts, books and financial condition of the cooperative as of the end of such fiscal year.  Such audit reports shall be submitted to the members at the next annual meeting.  The Board may authorize special audits, complete or partial, at any time and for any specified period of time.

 

SECTION 12.5.  Rules of Construction.  Where appropriate, the masculine includes the feminine, the singular includes the plural and vice versa.  Captions are for convenience only and are not intended to alter any of the provisions of these Bylaws. 

 

ARTICLES XIII – Amendments

SECTION 1.  By Members.  These bylaws may be altered, amended or repealed by a majority vote of the members voting and attending any regular or special meeting, provided the notice of such meeting shall have contained a copy of the proposed alteration, amendment or repeal.

 

SECTION 2.  By Directors.  The Board of Directors may amend Articles I and VII provided that the alterations, amendments or repeal be reported at the next regular membership meeting.