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'" Roggen Telephone
0 Cooperative Company
00
NOTICE OF ANNUAL MEETING
March 23, 2007
Dear Member:
You are hereby notified that a meeting of the members of the Roggen Telephone
Cooperative Company will be held at 7:00 pm on Monday, the 9th day of April 2007, at the
Roggen Fire House, 407 Second Street, for the following purposes:
1. To elect two members to the Board of Directors to fill upcoming vacancies on
the Board being created by the term ending for David Epple, and Harold J
Erker, Jr.; and
2. To vote on the proposed amended bylaws; and
3. To transact such other business as may be necessary or desirable which may
come before the membership at this meeting.
Members that are unable to attend may use the proxy card enclosed and return it to
Roggen Telephone Cooperative Company on or before April 9, 2007 in the self-addressed
envelope.
Sincerely,
aro erk , Jr.
Secretary-
Attention: Proxy must be signed by one of the persons whose name
appears on the phone bill or the proxy will not be counted.
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y519 'ont Strdet • P0. Box 100 • Roggen, Colorado 80652 • (303) 849-5260 • Fax (303) 849-5255
ANNUAL MEMBERSHIP MEETING
OF THE
ROGGEN TELEPHONE COOPERATIVE COMPANY
April 3, 2006
President Bruce Klausner called the Annual Meeting of the Roggen Telephone Cooperative Company
to order at 7:10 pm, April 3, 2006 at the Roggen Fire House, 407 Second Street, Roggen, Colorado.
President Klausner welcomed everyone, and then asked Linda Worthington for the total number of
members present. She reported there were 20 members and since we only needed a total of 20
members present to constitute a quorum, we indeed had a quorum.
President Klausner then proceeded to ask Secretary Harold Ether to show a copy of the letter sent to
each member notifying them of the meeting, and the ad that was duly posted in the South Weld Sun
newspaper.
President Klausner asked Secretary Erker to show a copy of the minutes from the April 4, 2005
Annual Meeting. At this time Charles Klausner made a motion to dispense with the reading of the
minutes and to approve the minutes. Scott Steinbar seconded the motion and the motion passed.
President Klausner then introduced the guests-Dave Aspenson, our CPA from Kiesling and
Associates, and John Heronimous, our Attorney from Dufford and Brown.
The meeting was turned over to John Heronimous to explain the proposed new articles of amendment
to the restated and amended Articles of Incorporation; and Article IV Section 4, Vacancies in the
Bylaws.
President Klausner announced that Bruce Klausner, Brad Peterson, and Wade Turner's terms had
expired and all three had elected to re-run. The nominating committee submitted the names of Bruce
Klausner, Sallie Linnebur, Brad Peterson, Kit Rosling, Scott Steinbar, and Wade Turner as candidates
for the 2006 Directors Election. The nomination committee consists of Mary Alvarado, Charles
Klausner and John Linnebur. There weren't any nominations from the floor, so John Linnebur made a
motion to close the floor to any further nominations. Kit Rosling seconded the motion and the motion
passed. President Klausner appointed Mary Alvarado, Charles Klausner, John Linnebur, John
Heronimous and Linda Worthington to count the proxy's.
President Klausner welcomed everyone to the annual telephone meeting. He explained to the
membership the legal matters concerning the lease on the Hudson tower, and how the owner has
been challenging the lease for some time now. An alternate plan is being looked at so we can expand
even further in the area. Two junior students, Jeanne Erker and Anna Morales, would be attending the
youth tour in Washington, D.C. this summer. They will get to see how our congress works; visit with
other rural telephone students, and tour historic sites around the city. Roggen Telephone only
sponsors one student and since only two students applied, their parents have agreed to split the cost
so they both could attend.
At this time President Klausner thanked Mark Quimby for serving 10 years as a Director. Since
Quimby had to resign because of moving out of the area, Wade Turner had been appointed to take
his place. After expressing his thanks to Quimby, he presented him with a clock for serving as a
Director from 1995 to 2005. President Klausner then reported on the meeting attendance of the
Directors.
President Klausner then turned the meeting over to David Aspenson to present the financial
statements to the membership for their review. After his presentation, Aspenson informed the
membership that he would stay around after the meeting if anyone had any questions about the
financial statement that he had prepared. Bud Gnadt then made a motion to accept the financial
statements as they were presented, and Bill Linnebur seconded the motion. The motion was passed.
At this time President Klausner turned the meeting over to General Manager, Peggy Manino. Manino
thanked everyone for attending the meeting, thanked the Directors for their support over the past
year, and thanked the employees for accomplishing so much over the past year. Manager Manino
reported there are 326 Internet customers that we serve in Roggen, Keenesburg, Hudson, Wiggins,
Hoyt, and the Jackson Lake area. In June 2005, we switched our long distance carrier from
WorldCom to Qwest as the rates had increased and we had to negotiate with a different carrier. In
October we changed billing companies so the telephone bills look a little different, but are easier to
understand. Manager Manino had the main office repainted and the new Roggen Telephone logo
added to the building. The new red, white and blue logo has two circles; one for the cooperative, and
the other for the subsidiary which provides the Broadband service. Manager Manino explained to the
membership about the different rules and regulations that were being put into place by the Legislation.
All customer information is kept confidential because of security risks and identity theft. At the
conclusion of the meeting capital credit checks would be given out to the members.
President Klausner asked if there was any old business that needed to be discussed. Since there
wasn't, he notified the members that the amended Articles of Incorporation and the Bylaw change had
been passed by the membership.
At this time President Klausner announced that Bruce Klausner, Brad Peterson, and Wade Turner
had won the election for the three positions on the Board. The floor was opened up for volunteers for
the nominating committee. John Linnebur, Mary Alvarado and Charles Klausner were asked if they
would serve again on the nominating committee for next year. They all acknowledged that they would.
Drawings for door prizes were held throughout the meeting.
There being no further business, Bill Linnebur made a motion to adjourn the meeting. Kit Rosling
seconded the motion and the motion passed. The Annual Meeting was adjourned at 7:40 pm.
MEMBERS RUNNING FOR POSITION OF DIRECTOR
ON THE ROGGEN TELEPHONE CO-OP COMPANY BOARD
Please vote for only (2) of the following members
on the enclosed proxy.
John Reid, age 57, was born in Denver and attended Denver schools, graduating from
George Washington High School in 1967. He attended Fort Lewis College for 2 years
and Colorado State University for 2 years .He is married to LeAnn, who teaches at
Brentwood Middle School in Greeley. He has 2 daughters; Heather, a sophomore at
Oklahoma State University and Holly, ajunior at Union Colony Preparatory School in
Greeley. He currently lives on the original homestead which is celebrating its 102"d year
anniversary, of which he has farmed for the last 40 years. He served on the Roggen
Volunteer Fire Department for 20 years before retiring and served on the Roggen
Farmers Elevator Association for 12 years.
John says, "There have been a lot of changes in the Roggen Telephone Co-op Company,
from running wires on top of fence posts to fiber optics and wireless Internet. He looks
forward to the changes and challenges coming in the future. He believes he can help
guide the Roggen Telephone Co-op Company and its affiliate in its quest for excellence
in telecommunications."
Kit Rosling and his wife Helen have lived in the Roggen community for nearly 50 years.
They have twin 10 year old daughters they are raising and 3 grown children who are all
within an hour away. He is a dry land wheat farmer and has grown various crops such as
wheat, sunflowers, milo, and will be planting corn this year.
He currently serves on the Weld County FSA County Committee, is a member of the
Colorado Association of Wheat Growers, and a member of the Roggen Knights of
Columbus. He is running for a position on the Roggen Telephone Board as he firmly
believes that this small, but growing cooperative has what it takes to compete with the
larger telecommunications companies, plus the cooperative pays out dividends to the
membership. With the present office staff and technicians doing what they do best,
serving us, the membership, Roggen Telephone Co-op Company will be around for a
very long time.
BYLAWS
OF
ROGGEN TELEPHONE COOPERATIVE COMPANY
Roggen, Colorado 80652
Adopted at Annual Meeting March 20, 1995
Amended and Restated , 2007
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TABLE OF CONTENTS
ARTICLE I. MEMBERSHIP 1
SECTION 1.1 Eligibility 1
SECTION 1.2 Definition And Classifications. 1
SECTION 1.3 Joint Memberships 1
SECTION 1.4 Conversion of Memberships 2
SECTION 1.5 Membership Fees 2
SECTION 1.6 Purchase Of Services. 2
SECTION 1.7 Termination Of Membership. 3
ARTICLE II. RIGHTS AND LIABILITIES OF THE COOPERATIVE AND THE
MEMBERS 3
SECTION 2.1 Service Obligations. 3
SECTION 2.2 Nonliability For Debts Of The Cooperative 3
SECTION 2.3 Property Interest of Members Upon Dissolution 3
ARTICLE III. MEETINGS OF MEMBERS 4
SECTION 3.1 Annual Meeting. 4
SECTION 3.2 Special Meetings 4
SECTION 3.3 Notice of Members' Meetings 4
SECTION 3.4 Postponement of a Meeting of the Members 5
SECTION 3.5 Quorum 5
SECTION 3.6 Voting at Meetings. 5
SECTION 3.7 Informal Action by Members 5
SECTION 3.8 Order Of Business. 6
ARTICLE IV. DIRECTORS 7
SECTION 4.1 General Powers 7
SECTION 4.2 Election Process And Tenure of Office 7
SECTION 4.3 Qualifications To Be Nominated, To Become, Or
Remain A Director 7
SECTION 4.4 Nominations. 8
SECTION 4.5 Election Of Directors. 8
SECTION 4.6 Removal Of Director By Members And Resignations 8
SECTION 4.7 Vacancies. 9
SECTION 4.8 Compensation and Benefits of Directors 9
SECTION 4.9 Rules, Regulations, Rate Schedules And Contracts. 9
SECTION 4.10 Accounting Systems And Audits 10
ARTICLE V. MEETINGS OF THE BOARD 10
SECTION 5.1 Regular Meetings 10
SECTION 5.2 Special Meetings 10
SECTION 5.3 Notice Of Board Meetings. 10
SECTION 5.4 Quorum 10
SECTION 5.5 Unanimous Consent In Writing 11
ARTICLE VI. OFFICERS 11
SECTION 6.1 Number and Titles 11
SECTION 6.2 Election And Term of Office 11
SECTION 6.3 Removal Of Officers And Agents By The Board 11
SECTION 6.4 President 12
SECTION 6.5 Vice-President 12
SECTION 6.6 Secretary 12
SECTION 6.7 Treasurer. 13
SECTION 6.8 General Manager 13
SECTION 6.9 Bonds 13
SECTION 6.10 Compensation 14
SECTION 6.11 Reports. 14
ARTICLE VII. INDEMNIFICATION OF OFFICERS, DIRECTORS,
EMPLOYEES AND AGENTS 14
SECTION 7.1 Indemnification of Parties to Legal Preceding. 14
SECTION 7.2 Indemnification of Parties to Actions By or
In Right of Cooperative 15
SECTION 7.3 Indemnification of Person Successfully Defending 15
SECTION 7.4 Indemnification Determinations. 15
SECTION 7.5 Expenses Advanced 16
SECTION 7.6 Rights Of Persons Indemnified 16
SECTION 7.7 Insurance Coverage 16
ARTICLE VIII. NON-PROFIT OPERATION 16
SECTION 8.1 Interest Or Dividends On Capital Prohibited. 16
SECTION 8.2 Patronage Capital In Connection With Furnishing
TelephoneServices. 17
SECTION 8.3 Patronage Capital In Connection With Furnishing
Other Services 19
ARTICLE IX. DISSOLUTION 19
SECTION 9.1 Dissolution. '19
SECTION 9.2 Distribution Of Surplus Assets On Sale or
Dissolution. Y0
u -
ARTICLE X. SEAL 20
ARTICLE XI. FINANCIAL TRANSACTIONS 20
SECTION 11.1 Contracts. 20
SECTION 11.2 Checks, Drafts, Etc. 20
SECTION 11.3 Deposits 20
ARTICLE XII. UNCLAIMED MONEY 20
ARTICLE XIII. MISCELLANEOUS 21
SECTION 13.1 Membership In Other.Organizations. 21
SECTION 13.2 Waiver Of Notice. 21
SECTION 13.3 Rules And Regulations 22
ARTICLE XIV. AMENDMENTS 22
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BYLAWS
OF
ROGGEN TELEPHONE COOPERATIVE COMPANY
ARTICLE I
MEMBERSHIP
SECTION 1.1. ELIGIBILITY
Any person, firm, association, corporation, limited liability company, partnership,
limited liability partnership or body politic is eligible to become a member of Roggen
Telephone Cooperative Company (the "Cooperative") upon receipt of retail
telephone services from the Cooperative at a premise within its established service
area and the execution of a membership application in the form prescribed by the
Board of Directors (the "Board").
(1) Such application shall include an agreement:
(a) to purchase telephone services from the Cooperative as an end user of
such services, in accordance with the rates, terms and conditions
specified by the Cooperative; and
(b) 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.
(2) Purchasers of the Cooperative's services at wholesale, or otherwise for resale
shall not be eligible for membership with respect to such wholesale services.
(3) Upon acceptance of the application by the Board, membership shall become
effective upon the date of commencement of service. Membership eligibility
terminates upon disconnection of service; however, the Board may provide
for suspension of service during periods of temporary absence of a member.
SECTION 1.2. Definition And Classifications.
(1) No member may hold more than one (1) membership in the Cooperative.
(2) The transfer of membership in the Cooperative to persons not eligible to be a
member is prohibited. No membership in the Cooperative shall be transferable,
except on the books of the Cooperative and as provided for in these Bylaws.
SECTION 1.3. Joint Memberships
A husband and wife may apply for a joint membership and, subject to their compliance
with the requirements of Section 1.1 of this Article, may be accepted for such
membership. The term "member," as used in these Bylaws, shall be deemed to include
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a husband and wife holding a joint membership, and any provisions relating to the rights
and liabilities of membership shall apply equally, with respect to the holders of a joint
membership. Without limiting the generality of the foregoing, the effect of the
hereinafter specified actions by, or in respect of, the holders of a joint membership shall
be as follows:
(a) The presence at a meeting of either or both shall be regarded as the
presence of one (1) member and shall constitute a joint waiver of notice of
the meeting;
(b) The vote of either, separately, or both jointly, shall constitute one (1) joint
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 if
individually qualified; and
(h) Upon the death of either spouse who is a party to the joint membership,
such membership shall be converted to an individual membership.
However, the estate of the deceased shall not be released from any debts
due to the Cooperative.
SECTION 1.4. Conversion of Memberships
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 and Bylaws of the Cooperative, and any other rules and
regulations adopted by the Board.
SECTION 1.5. Membership Fees
Effective May 1, 1992, there shall be no initial membership fee.
SECTION 1.6. Purchase Of Services
Each person who applies for membership shall subscribe to one or more services of the
Cooperative as soon as service becomes available. The member shall pay for such
service monthly in accordance with rates established in tariffs or rate schedules as fixed
by the Board. It is expressly understood that amounts in excess of cost received by the
Cooperative for all telephone services are furnished by members as capital from the
moment of receipt, and each member shall be credited with the capital so furnished as
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provided in Article VIII of these Bylaws. However, the Cooperative is not obligated to
furnish such credits for services which are not billed and collected by the Cooperative,
even when such services are partially rendered over the facilities of the Cooperative.
Each member shall pay the above amounts owed by the member to the Cooperative as
and when the same shall become due and payable.
SECTION 1.7. Termination Of Membership
(1) Any member may withdraw from membership upon compliance with such
uniform terms and conditions as the Board may prescribe. The Board may, by
the affirmative vote of not less than two-thirds (2/3) of the directors, expel any
member who fails to comply with any of the provisions of the Articles of
Incorporation, Bylaws, or rules and regulations adopted by the Board, but only if
such member shall have been given notice by the Cooperative that such failure
makes the member liable to expulsion and such failure shall have continued for
at least ten (10) days after such notice was given. Any expelled member may be
reinstated by vote of the Board or by vote of the members at any annual or
special meeting.
(2) Upon the withdrawal, death, cessation of service or expulsion of a member, the
membership of such member shall thereupon terminate and will be so recorded
on the books of the Cooperative. Termination of membership in any manner
shall not release a member or his or her estate from any debts due to the
Cooperative nor do unpaid bills release members from their obligations under
these Bylaws or rules and regulations adopted by the Board.
ARTICLE II
RIGHTS AND LIABILITIES OF THE COOPERATIVE
AND THE MEMBERS
SECTION 2.1. Service Obligations
The Cooperative will use reasonable diligence to furnish adequate and dependable
services, but it cannot and does not guarantee uninterrupted services, nor will it always
be able to provide every service desired by each individual member.
SECTION 2.2. Nonliability For Debts Of The Cooperative.
The private property of the members shall be exempt from execution or other liability for
the debts of the Cooperative and no member shall be liable or responsible for any debts
or liabilities of the Cooperative.
SECTION 2.3. Property Interest of Members Upon Dissolution
Upon dissolution, after:
(1) All debts and liabilities of the Cooperative shall have been paid; and
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(2) All capital furnished through patronage shall be retired as provided in these
Bylaws;
the remaining property and assets of the Cooperative shall be distributed among the
members and former members without priority in the proportion which the aggregate
patronage of each member and former member bears to the total patronage of all such
members and such former members on the date of dissolution, as shall be practicable
as determined by the trustees in liquidation.
ARTICLE III
MEETINGS OF MEMBERS
SECTION 3.1. Annual Meeting
A meeting of the members shall be held annually within one hundred twenty (120) days
after the close of the fiscal year on a date, and at such time and place within the service
area as selected by the Board, and shall be designated in the notice of the meeting for
the purpose of electing directors, passing upon reports for the previous fiscal year and
transacting such other business as may come before the meeting. It shall be the
responsibility of the Board to make adequate plans and preparations for the annual
meeting. Failure to hold the annual meeting at the designated time shall not work a
forfeiture or dissolution of the Cooperative nor affect the validity of any corporate action.
SECTION 3.2. Special Meetings
Special meetings of the members may be called by resolution of the Board. The
President shall call a special meeting to be held within sixty (60) days upon petition of
ten percent (10%) of the total number of members stating the specific business to be
brought before the meeting. The Board or person calling the special meeting shall
determine the date, time and place of the meeting, and it shall be the duty of the
Secretary to cause notice of such meeting to be given as hereinafter provided.
SECTION 3.3. Notice of Members' Meetings
Written or printed notice stating the place, day and hour of the meeting, and, in case of
a special meeting or an annual meeting at which business requiring special notice is to
be transacted, the purpose or purposes for which the meeting is called, shall be
delivered not less than ten (10) days before the date of the meeting to the last known
postal address of each member, either personally or by mail, by or at the direction of the
Secretary, or upon a default in duty by the Secretary, by the persons calling the
meeting, to each member. If mailed, such notice shall be deemed to be delivered when
deposited in the United States Mail, addressed to the member at the address appearing
on the records of the Cooperative, with postage thereon prepaid. 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. No business shall be transacted at a special meeting other than that
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referred to in the notice.
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, Vice President or the Board.
Notice of the adjourned meeting shall be given by the President in any media of general
circulation or broadcast serving the area.
SECTION 3.5. Quorum
Ten percent (10%) of the total number of members present in person or represented by
proxy shall constitute a quorum for the transaction of business to come before the
membership meeting. In the event a quorum is not present at such meeting, the
meeting may be adjourned from time to time by those present until a quorum is
obtained, 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 Section
3.3. Any business may be transacted at such an adjourned meeting that might have
been transacted at the original meeting.
SECTION 3.6. Voting at Meetings.
(1) Each member, including the presiding officer, shall be entitled to only one (1)
vote upon each matter submitted to a vote at a meeting of the members, except
the election of directors. Each member shall be entitled to vote at the election of
directors for as many directors as there are directors to be elected. Voting by
written proxy shall be allowed at any and all meetings of the Cooperative's
membership as allowed by Colorado law. Cumulative voting is not permitted. All
issues with respect to voting shall be governed according to the latest edition of
Robert's Rules of Order used by the Cooperative 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, of satisfactory evidence entitling the person presenting
the same to vote.
(2) All questions, except those involving multiple choice issues or determinations,
shall be decided by a vote of a majority of the members voting thereon in person
except as otherwise provided by law, the Articles of Incorporation, or these
Bylaws. Multiple choice issues or determinations shall be decided by a plurality
vote. In the election of directors, a voice vote may be permitted if there is no
competition for the seat or seats to be filled.
SECTION 3.7. Informal Action by Members
Any action, other than actions pursuant to Section 9.1 of these Bylaws, required to be
taken at a meeting of the members, or, any action which may be taken at a meeting of
the members, may be taken without a membership meeting, if:
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(1) A consent in writing, setting forth the action so taken, shall be approved by the
signatures of the necessary percentage of members entitled to vote as set forth
in the Bylaws is obtained with respect to the taking of a membership action on
the particular matter voted upon; and
(2) The members so voting would have been entitled to vote if the question(s) had
been properly submitted to these members at a membership meeting. In such
cases, the membership consent, approving or disapproving, such action shall
have the same force and effect as if a meeting had been held.
SECTION 3.8. Order Of Business
The order of business at the annual meeting of the members and, so far as possible at
all other meetings of the members, shall be 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 or mailing
thereof, or the waiver or waivers of notice of meeting, as the case may be;
(3) Reading of unapproved minutes of previous meetings of the members and the
taking of necessary action thereon unless minutes presented for approval shall
have been furnished by 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) Presentation and consideration of reports of officers, trustees, and committees;
(6) Election of directors;
(7) Unfinished business;
(8) New business; and
(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.
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ARTICLE IV
DIRECTORS
SECTION 4.1. General Powers
The business and affairs of the Cooperative shall be managed by a Board of Directors
consisting of six (6) directors. The Board shall exercise all of the powers of the
Cooperative except such as are by law, the Articles of Incorporation, or these Bylaws
conferred upon or reserved to the members. Such powers specifically include, but not
be limited to, the power to (a) borrow monies from any source and in any such amounts;
and (b) mortgage or otherwise pledge or encumber any and all of the Cooperative's
property or assets as security therefore.
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. The directors shall be elected by and from
the members to serve a three (3) 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 shall not be 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.
SECTION 4.3. Qualifications To Be Nominated, To Become, Or Remain A
Director
(1) Any member shall be eligible to be nominated, elected, and remain a director of
the Cooperative provided that he or she:
(a) Resides in the service area of the Cooperative, and has resided there for
more than ninety (90) days during the last twelve (12) month period.
(b) Is not an employee of the Cooperative or in any material way financially
interested in a competing enterprise or a business engaged in selling
communication services or communication supplies or maintaining
communication facilities. The Board may, by general rule or in particular
circumstances, determine which interests in competing enterprise are
material.
(2) To remain a director, the incumbent must attend two-thirds (2/3) or more of the
regular meetings during each twelve-month period, beginning with the month of
his or her election. Upon establishment of the fact that a director or nominee is in
violation of any of the provisions of this Section, that office or nomination may be
deemed vacant at the election of the Board.
(3) Nothing in this Section shall affect, in any manner whatsoever, the validity of any
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action taken at any meetings of the Board.
SECTION 4.4. Nominations
(1) It shall be the duty of the Board to appoint a nomination committee consisting of
not less than three (3) members at the first directors' meeting following the end of
the fiscal year. No director may serve on such committee. The committee, shall
prepare and post at the principle office of the Cooperative at least twenty (20)
days before the meeting, a list of nominations for directors which shall include as
many nominees for each Board position as the committee deems desirable. The
committee shall attempt to name at least two (2) nominees for each vacancy who
have agreed to accept the directorship and its responsibilities if elected.
(2) The Secretary shall be responsible for mailing with a notice of the meeting, or
separately, but at least ten (10) days before the date of the meeting, a statement
of the. number of directors to be elected and the names and addresses of the
candidates nominated by the committee on nominations.
(3) Any fifteen (15) or more members acting together may make other nominations
by petition and the Secretary shall post such nominations at the same place
where the list of nominations made by the committee is posted. Nominations
made by petition, if any, received at least ten (10) days before the meeting shall
be included on the official ballot. Such ballot shall designate the candidates
nominated by the committee and those nominated by petition.
(4) Later nominations by petition shall be treated as nominations from the floor. The
President shall call for additional nominations from the floor and nominations
shall not be closed until at least one (1) minute has passed during which no
additional nomination has been made. No member may nominate more than one
(1) candidate.
(5) Incumbent directors must be re-nominated by the committee, by petition or from
the floor to be re-elected.
SECTION 4.5. Election Of Directors
(1) Contested elections of directors shall be by a form of printed ballot. The ballot
shall list the names of the candidates nominated by the committee and by
petition.
(2) Any member desiring to vote for a candidate nominated from the floor at the
meeting shall write in the name of such candidate beneath the names of the
candidates nominated by the committee on nominations and by petition.
SECTION 4.6. Removal Of Director By Members And Resignations
(1) Any member may bring charges against a director which shall specify
malfeasance or nonfeasance of the duties and responsibilities of the director's
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position. Such charges shall be in writing and filed with the Secretary together
with a petition signed by at least ten percent (10%) of the members and may
request the removal of such director by reason thereof.
(2) Such director 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 director shall have the same opportunity. The
question of the removal of such director shall be considered and voted upon at
the meeting of the members. No director shall be removed from office unless by
an affirmative vote of two-thirds (2/3) of the members present.
(3) A director may resign at any time by written notice delivered to the Board, 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
A vacancy occurring in the Board shall be filled by the affirmative vote of a majority of
the remaining directors for the unexpired portion of the term, provided, however, that in
the event the vacancy is not filled by the Board within sixty (60) days after the vacancy
occurs, the members shall have the right to fill such vacancy at a meeting of the
members without compliance with the foregoing provisions in respect to nominations.
SECTION 4.8. Compensation and Benefits of Directors
Directors may, 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, directors 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.
SECTION 4.9. Rules, Regulations, Rate Schedules And Contracts
The Board shall have power to make, adopt, amend, abolish and promulgate such
rules, regulations, rate classifications, rate schedules, contracts, security deposits or
any other types of deposits, payments or charges including contributions in aid of
construction, not inconsistent with law or the 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 for any appropriate
governmental-regulatory approval.
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•
SECTION 4.10. Accounting Systems And Audits
The Board shall cause to be established and maintained a complete accounting system
of the Cooperative's financial operations and condition, and shall, after the close of each
fiscal year, cause to be made a full, complete and independent audit of the
Cooperative's accounts, books and records reflecting financial operations during, and
financial condition as of the end of, such year. A full and accurate summary of such
audit reports shall be submitted to the members at, or prior to, the succeeding annual
meeting of the members. The Board may authorize special audits, complete or partial,
at any time and for any specified period of time.
ARTICLE V
MEETINGS OF THE BOARD
SECTION 5.1. Regular Meetings
(1) A minimum of at least ten (10) regular meetings of the Board shall be held each
year at such time and place as designated by the Board.
(2) Regular or special meetings 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 meetings of the Board may be called by the President or by a majority of the
directors, and it shall thereupon be the duty of the Secretary to cause notice of such
meeting to be given as hereinafter provided. The President or directors 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 and place (or telecommunications conference event) of any
regular or special meeting of the Board shall be delivered to each director at least two
(2) days prior to the time of such meeting. Such notice may be delivered by mail,
person, facsimile, email or telephone. If mailed, such notice shall be deemed to be
delivered when deposited in the United States Mail, addressed to the director at the
director's as it appears on the records of the Cooperative, with first-class postage
thereon prepaid, at least five (5) business days before the date set for the meeting.
SECTION 5.4. Quorum.
A majority of the Board shall constitute a quorum, provided, that if less than such
majority of the Board is present at said meeting, a majority of the Board present may
adjourn the meeting from time to time; and provided further, that the Secretary shall
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notify any absent directors of the time and place of such adjourned meeting. The act of
a majority of the directors present and voting at a meeting at which a quorum is present
shall be the act of the Board, except as otherwise provided in these Bylaws or by the
parliamentary procedure or special rules adopted by the Cooperative.
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
action taken in detail and the writing is signed by all directors 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.
(1) 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. The officers shall
be elected annually by and from the Board at the first meeting of the Board
following the annual meeting.
(2) Each officer shall hold office until the first meeting of the Board in the following
year, 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
Upon charges made by any director, any officer or agent (including but not limited to the
General Manager) elected or appointed by the Board may be removed by the Board for
cause related to the performance of the duties of his or her 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 (10) days prior to the Board meeting at which the charges are to be
considered and shall have an opportunity at the meeting to be heard in person or by
counsel and to present evidence in respect of the charges; and the person or persons
bringing the charges against him or her shall have the same opportunity.
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SECTION 6.4. President
The President shall:
(1) Be the principal executive officer of the Cooperative and unless otherwise
determined by 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 executed, except in cases in which the
signing and execution thereof shall be expressly delegated by the Board or by
these Bylaws to some other officer or agent of the Cooperative, or shall be
required by law to be otherwise signed or executed; and
(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 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 may be prescribed by the Board
from time to time.
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 provisions 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 Articles of Incorporation and
Bylaws of 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 a member if requested by the member; and
(6) In general performing all duties incident to the Office of Secretary and such other
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duties as may be prescribed by the Board from time to time.
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 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 financial institutions as shall be selected in accordance with
the provisions of these Bylaws; provided, however, that the Treasurer shall have
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 duties
set forth in this Section; provided that the Treasurer shall remain responsible for
their proper execution; and
(3) The general performance of all the duties incident to the Office of Treasurer and
such other duties as may be prescribed by the Board from time to time; 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 or her 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
(1) The Board shall appoint a General Manager, who may be, but who shall not be
required to be, a member of the Cooperative. The General Manager shall
perform such duties as the Board may from time to time require and shall have
authority as the Board may from time to time vest in the General Manager.
(2) The General Manager shall be responsible for:
(a) The maintenance and operation of the physical assets of the Cooperative
as authorized by the Board;
(b) Attending all Board meetings and making a report informing the Board of
the condition of the Cooperative; and
(c) Employing, supervising, and dismissing all employees of the Cooperative
subject to the policies adopted by the Board not inconsistent with these
Bylaws.
SECTION 6.9. Bonds
The Board may 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
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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 Section 4.8 of these Bylaws with respect to
compensation of directors.
SECTION 6.11. Reports
The President and Treasurer 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
INDEMNIFICATION OF OFFICERS, DIRECTORS,
EMPLOYEES AND AGENTS
SECTION 7.1. Indemnification of Parties to Legal Proceeding
(1) 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 investigation (other
than an action by, or in the right of the Cooperative) by reason of the fact that
such person is or was a director, officer, employee, or agent of the Cooperative
or who is or was serving at the request of the Cooperative as a director, officer,
employee, or agent of another Cooperative, association, corporation, partnership,
joint venture, 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
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 no
reasonable cause to believe the conduct of such person was unlawful.
(2) 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 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.
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SECTION 7.2. Indemnification of Parties to Actions By or In Right of
Cooperative
(1) 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 director, officer, employee, or
agent of the Cooperative, or is, or was, serving at the request of the Cooperative
as a director, 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 suit, if such
person acted in good faith, and in a manner such person reasonably believed to
be in, or not opposed to, the best interests of the Cooperative.
(2) 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 is fairly and
reasonably entitled to indemnity of such expenses as the court shall deem
proper.
SECTION 7.3. Indemnification of Person Successfully Defending
To the extent that a director, officer, employee, or agent of the Cooperative has been
successful, on the merits or otherwise, in the defense of any action, suit 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. Indemnification Determinations
Any indemnification under Sections 7.1, 7.2 or 7.3 (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 director, officer, employee, or agent is proper in the
circumstances because such person has met the applicable standard of conduct set
forth in Sections 7.1, 7.2 or 7.3 and has not otherwise be compensated by insurance.
Such determination shall be made:
(1) By the Board by a majority vote of a quorum consisting of directors who were not
parties to such action, suit, or proceedings; or
(2) If such quorum is not obtainable, by a majority vote of a committee of the Board
designated by the Board, which committee shall consist of two (2) or more
directors not parties to the proceeding; or
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(3) If such a quorum is not obtainable under paragraph (1), and a committee cannot
be established under paragraph (2) of this Section, or if a quorum is obtained or
a committee is designated, if a majority of directors or such committee who were
not parties to such action, suit or proceedings so directs, by independent legal
counsel in a written opinion; or
(4) 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 a firm
commitment by or on behalf of the director, officer, employee, or agent to repay such
amount, unless it shall ultimately be determined that he or she 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, agree-
ment, vote of members or disinterested directors, or otherwise, both as to action in his
or her 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 director, 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
or was a director, officer, employee, or agent of the Cooperative, or who is or was
serving at the request of the Cooperative as a director, 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 OPERATION
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.
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SECTION 8.2. Patronage Capital In Connection With
Furnishing Telephone
Services
(1) In the furnishing of telephone services, the Cooperative's operations shall be so
conducted that all members will, through their patronage, furnish capital for the
Cooperative. Purchasers of the Cooperative's services at wholesale, or
otherwise for resale shall not be eligible for patronage credits with respect to
such services. 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 telephone 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 for telephone services at the
moment of receipt by the Cooperative are received with the understanding that
they are furnished by the members as capital.
(2) The Cooperative is obligated to pay by credits to a capital account for each
member all such amounts in excess of operating costs and expenses derived
from telephone services. The books and records of the Cooperative shall be
established and kept in such manner that at the end of each fiscal year the
amount of capital, if any, so furnished by the member for telephone services 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 the
member's account. 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.
(3) All nonoperating margins except those derived from furnishing goods and
services other than telephone services, shall, insofar as permitted by law, be
used to offset any losses during the current or any prior fiscal year and, to the
extent not needed for that purpose, shall be either:
(a) Allocated to its members on a patronage basis and any amount so
allocated shall be included as part of the capital to be allocated to the
accounts of the various classes of members in an equitable manner as
approved by the Board; or
(b) Used to establish and maintain a nonoperating margin reserve not
assignable to members prior to dissolution of the Cooperative.
(4) 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. All
allocations and retirements of capital shall be at the discretion and direction of
the Board as to kind, timing, method, and type of assignment and distribution.
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No acquisition, recall, or redemption shall be made if the result of it would be to
bring the value of the remaining assets of the Cooperative below the
Cooperative's aggregate indebtedness.
(5) 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.
(6) 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.
(7) Notwithstanding any other provision of these Bylaws, the Board, at its discretion,
shall have the power at any time upon the death of any natural member, if the
legal representative of his or her 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 such member's estate shall agree upon; provided, however, that the financial
condition of the Cooperative will not be impaired thereby.
(8) When the capital credits of any member no longer receiving service from the
Cooperative comes to a total amount of less than a fixed sum determined by the
Board, 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.
(9) 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.
(10) 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 both between the Cooperative and each member,
and further, between all the members themselves individually. Both the
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Cooperative and the members are bound by such contract, as fully as though
each member had individually signed a separate instrument containing such term
and provisions with the Cooperative and each of its members. 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 and by
publication distributed by the Cooperative to its members.
(11) The obligation of the Cooperative to account for and make allocations of capital
furnished by members as established in this Section and Section 8.3, following
shall apply only to the furnishing of retail services to end user members.
SECTION 8.3. Patronage Capital In Connection With Furnishing Other
Services.
In the event that the Cooperative should engage in the business of furnishing goods or
services other than telephone services, all amounts received and receivable therefrom
which are in excess of costs and expenses properly chargeable against the furnishing of
such goods or services shall, insofar as permitted by law, be prorated annually on a
patronage basis and returned to those members from whom such amounts were
obtained at such time and in such order of priority as the Board shall determine.
ARTICLE IX
DISSOLUTION
SECTION 9.1. Dissolution
(1) The proposal to dissolve the Cooperative shall be approved by a two-thirds (2/3)
affirmative vote of the members present in person at a regular or special meeting
called for such purpose.
(2) At any time after dissolution is approved, the Cooperative may be dissolved by
filing, as hereinafter provided, Articles of Dissolution with the Secretary of State.
The Articles of Dissolution shall state:
(a) The name of the Cooperative;
(b) The principal office address of the Cooperative's principal office; and
(c) That the Cooperative elects to dissolve.
(3) The Cooperative shall continue for the purpose of paying, satisfying, and
discharging any existing liabilities or obligations, and collecting or liquidating its
assets, and doing all other acts required to adjust and wind up its business and
affairs, and may sue and be sued in its corporate name.
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SECTION 9.2. Distribution Of Surplus Assets On Sale or Dissolution.
Any assets remaining after all debts and liabilities of the Cooperative have been paid
shall be disposed of pursuant to the provisions of Section 2.3 above; provided, however,
that if in the judgment of the Board the amount of such surplus relatively is too small to
justify the expense of making such widespread 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 Corporate Seal of the Cooperative shall be in the form of a circle, and shall have
inscribed thereon the name of the Cooperative and the words, "Incorporated 1948",
"Corporate Seal", and "State of Colorado".
ARTICLE XI
FINANCIAL TRANSACTIONS
SECTION 11.1. Contracts
Except as otherwise provided in these Bylaws, the Board may authorize any officer or
officers, agent or agents, to enter into any contract or execute and deliver any
instrument in the name and on behalf of the Cooperative, and such authority may be
general or confined to specific instances.
SECTION 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(s), agent(s), or employee(s) of the Cooperative and in such manner, as
shall from time to time be determined by 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
UNCLAIMED MONEY
(1) At the discretion of the Board, the Cooperative shall make commercially
practicable efforts to pay any member all amounts payable to such member
pursuant to these Bylaws, including but not limited to any patronage or
distributable capital account credit ("Member Payment") by delivery of such
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Member Payment to the last known mailing address for such member as
reflected in the books and records of the Cooperative. The Cooperative shall
carry any unpaid Member Payment on its books as a liability for five (5) years
after such Member Payment becomes payable. In the event such member can
not be located and such Member Payment can not be made for five (5) years
after such Member Payment became payable, then such Member Payment shall
be presumed abandoned in accordance with the Colorado Unclaimed Property
Act (C.R.S. §§ 38-13-101 et seq.), and the Cooperative shall deliver such
Member Payment to the Colorado State Treasurer's office pursuant to the
provisions of the Colorado Unclaimed Property Act. Upon delivery of any
abandoned Member Payment to the Colorado State Treasurer's office as
provided herein, the Cooperative shall remove the Member Payment as a liability
on its books and shall have no further obligation whatsoever with respect to such
Member Payment.
(2) To the extent that the Cooperative falls within any exception to the requirements
of the Colorado Unclaimed Property Act, if any Member Payment has not been
paid for more than five (5) years after such Member Payment becomes payable,
the Cooperative shall remove the claim as a liability on its books, provided that
no such removal be made unless at least thirty (30) days prior thereto the
Cooperative shall have sent by first class mail United States Post, with the return
RECEIPT requested, a written notice of the proposed removal addressed to the
member appearing from the Cooperative's records to be entitled to payment of
such money at the last address of such member as shown by the records of the
Cooperative. If any such Member Payment is removed of record after giving
such notice, the Member Payment shall be deemed extinguished, but the
Cooperative shall continue to maintain a memorandum record of such Member
Payment and shall pay the principal amount thereof without interest to any
claimant who subsequently establishes to the satisfaction of the Cooperative the
claimant's right to receive payment.
ARTICLE XIII
MISCELLANEOUS
SECTION 13.1. Membership In Other Organizations
The Cooperative may become a member or purchase stock in other profit or nonprofit
organizations, associations, partnerships, or joint ventures when the Board finds that
the general or long-term interests of its membership will be served by such investments
or participation.
SECTION 13.2. Waiver Of Notice
Any member or director may waive in writing any notice of a meeting required to be
given by these Bylaws. The attendance of a member or director at any meeting shall
constitute a waiver of notice of such meeting by such member or director, except in
case a member or director shall attend a meeting for the express purpose of objecting
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to the transaction of any business, on the grounds that the meeting has not been
lawfully called or convened.
SECTION 13.3. Rules And Regulations
The Board shall have power to make and adopt such rules and regulations, not
inconsistent with law, the Articles of Incorporation, or these Bylaws, as it may deem
advisable for the management of the business and the affairs of the Cooperative.
ARTICLE XIV
AMENDMENTS
These Bylaws may be altered, amended, repealed or rewritten by the affirmative vote of
three-fourths (3/4) or more of the members present in person at any regular or special
meeting, but only if notice of such meeting contained a notice of the character of the
proposed amendment.
Adopted: March 20, 1995
Amended and Restated: March , 2007
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