By-Laws
TO ALL MEMBERS OF PC ELECTRIC:
This section contains the By-Laws of your Cooperative. It is sent to you in accordance with its provisions. A Cooperative such as yours is owned by you the members of the Cooperative, governed through a board of Directors, and the by-laws. These by-laws should be read by every member, and the copy sent you herewith should be kept by you and referred to from time to time as questions arise. An explanation of any section of these by-laws will be made upon request.
Cooperatively yours,
THE BOARD OF DIRECTORS
The aim of the PC Electric is to make electric energy available to rural families at the lowest possible cost consistent with sound economy and good management.
BY-LAWS OF PC Electric
ARTICLE I
Membership
Section 1. Requirements for Membership. Any person, firm, association, corporation or body politic or sub-division thereof may become a member in PC Electric, (hereinafter called the "Cooperative") by:
(a) filing a written application for membership therein;
(b) agreeing to purchase from the Cooperative electric energy as herein specified;
(c) agreeing 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; and
(d) paying the membership fee hereinafter specified.
No member may hold more than one membership in the cooperative, and no membership in the Cooperative shall be transferable.
Section 2. Joint Membership. An application for membership in the cooperative, pursuant to Article I, Section 1, by a married person shall constitute a joint membership in the Cooperative. The term "member" as used in these by-laws shall be deemed to include a husband and wife and any provisions relating to the rights and liabilities of membership shall apply equally with respect to a husband and wife. Without limiting the generality of the foregoing, the effect of the hereinafter specified actions by or in respect to the holders of a joint membership, shall be as follows:
(a) The presence at a meeting of either or both shall be regarded as the presence of one member and shall constitute a joint waiver of notice of the meeting;
(b) The vote of either separately or both jointly shall constitute one joint vote;
(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 qualifications for such office; and
(h) A husband and wife who hold a joint membership shall be liable in solido for the full amount of any debt due and owing the Cooperative.
Section 3. Conversion of Membership
(a) A membership shall be converted to a joint membership upon the marriage of the holder thereof
(b) Upon the death of either spouse who is a party to the joint membership such membership shall be held solely by the survivor; provided, however, that the estate of the deceased shall not be released from any debts due the Cooperative.
Section 4. Membership and Service Connection Fees. The Membership fee shall be five dollars. The board of directors may establish from time to time a service connection fee to be charged and collected for each service connection.
Section 5. Purchase of Electric Energy. Each member shall, as soon as electric energy shall be available, purchase from the Cooperative all electric energy used on the premises specified in his application for membership, and shall pay therefore monthly at the rates which shall from time to time be fixed by the board of directors; provided, however, that the board of directors may limit the amount of electric energy which the Cooperative shall be required to furnish to any one member. Each member shall pay to the Cooperative such minimum amount per month as shall be fixed by the board of directors from time to time regardless of the amount of electric energy consumed. Each member shall also pay all amounts owed to the Cooperative as and when the same shall be come due and payable.
Section 6. Termination of Membership. Any member may withdraw from membership upon compliance with such uniform terms and conditions as the board of directors may prescribe. The board of directors of the Cooperative may, by the affirmative vote of not less than two-thirds of all the directors, expel any member who shall have refused or failed to comply with any of the provisions of the articles of incorporation, by-laws or rules or regulations adopted by the board of directors, but only if such member shall have been given written notice by the Secretary of the Cooperative that such refusal or failure makes him liable to expulsion and such refusal or failure shall have continued for at least ten days after such notice was given. Any expelled member may be reinstated by vote of the board of director or by vote of the members at any annual or special meeting. Upon withdrawal, death, cessation of existence or expulsion of a member, the membership of such member shall thereupon terminate. Termination of membership in any manner shall not release a member or his estate from any debts due the Cooperative.
ARTICLE II
Rights and Liabilities of Members
Section 1. Property Interest of Members. Members shall have no individual or separate interest in the property or assets of the Cooperative except that upon dissolution the property and assets of the Cooperative remaining after all debts and liabilities of the Cooperative are paid, shall be distributed among the members in the proportion of all members during the seven years next preceding the date of the filing of the certificate of dissolution.
Section 2. Non-liability for debts of the Cooperative. The private property of the members shall be exempt from execution or other liability for the debts of the Cooperative and no member shall be individually liable or responsible for any debts or liabilities of the Cooperative.
ARTICLE III
Meeting of Members
Section 1. Annual Meetings. The annual meeting of the members shall be held on a date as determined by the board of directors during the months of January, February or March of each year, at such place in the Parishes of Pointe Coupee, West Baton Rouge or Iberville, State of Louisiana, as designated in the notice of the meeting for the purpose of passing upon reports for the previous fiscal year and transacting such other business as may come before the meeting. If the day fixed for the annual meeting shall fall on a legal holiday, such meeting shall be held on the next succeeding business day. Failure to hold the annual meeting at the designated time shall not work a forfeiture or dissolution of the Cooperative.
Section 2. Special Meetings. Special meetings of the members may be called by resolution of the board of directors or upon a written request signed by any three directors, by the President, or by ten per centum or more of all the members, and it shall thereupon be the duty of the Secretary to cause notice of such meetings to be given as hereinafter provided. Special meetings of the members may be held at any place within the Parishes of Pointe Coupee, West Baton Rouge or Iberville, State of Louisiana, as specified in the notice of the special meeting.
Section 3. Notice of Members’ Meetings. Written or printed notice stating the place, day and hour of the meeting and, in case of a special meeting or an annual meeting at which business other than that listed in section 6 of this article is to be transacted, the purpose or purposes for which the meeting is called, shall be delivered not less than ten days nor more than twenty-five days before the date of the meeting, either personally or by mail, by or at the direction of the Secretary, or upon a default in duty by the Secretary, by the person calling the meeting, to each member. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the member at his address as it appears on the records of the Cooperative, with postage thereon prepaid. The failure of any member or members to receive notice of an annual meeting or special meeting of the members shall not invalidate any action which may be taken by the members at any such meeting.
Section 4. Quorum. As long as the total number of members does not exceed five hundred, ten per centum of the total number of members present in person shall constitute a quorum. In case the total number of members shall exceed five hundred, fifty members or five per centum of the members, whichever shall be the largest, shall constitute a quorum. Provided, however, that at any membership meeting at which voting by mail is authorized, fifteen per centum of the members shall constitute a quorum; and provide further, that for any district meeting of members for the election of a director, one hundred members or ten per centum of the members, whichever shall be the larger, from such district shall constitute a quorum.
If less than a quorum is present at any meeting, a majority of those present in person may adjourn the meeting from time to time without further notice, provided that the Secretary shall notify any absent members of the time and place of such adjourned meeting.
Section 5. Voting. Voting by mail is authorized at any meeting of the members, including district meetings. Each member shall be entitled to only one vote. The president or his designee in writing shall cast the vote of a firm, association, corporation or body politic or sub-division thereof. All questions shall be decided by a vote of a majority of the members voting thereon, except as otherwise provided by law, the articles of incorporation or these by-laws; provided, however, that voting by mail is not authorized for consideration by the members of the sale, lease or other disposition or encumbrance of all or any substantial portion of the property belonging to the Cooperative.
Section 6. Order of Business. The order of business at the annual meeting of the members and, so far as possible, at all other meetings of the members, shall be essentially as follows:
1. Report as to members present in order to determine the existence of a quorum.
2. Reading of the notice of the meeting and proof of the due publication or mailing thereof, or the waiver or waivers of notice of the meeting, as the case may be.
3. Reading of unapproved minutes of previous meetings of the members and the taking of necessary action thereon.
4. Presentation and consideration of reports of officers, directors and committees.
5. Unfinished business.
6. New business.
7. Adjournment.
ARTICLE IV
Directors
Section 1. General Powers. The business and affairs of the Cooperative shall be managed by a board of seven (7) directors which shall exercise all the powers of the Cooperative except such as are by law, the articles of incorporation or these by-laws conferred upon or reserved to the members.
Section 2. Qualifications. No person shall be eligible to become or remain a director or to hold any position of trust in the Cooperative who:
(a) is not an individual member and bona fide resident in the area serviced by the Cooperative; or
(b) is in any way employed by or financially interested in a competing enterprise or a business selling electric energy or supplies to the Cooperative; or
(c) is the incumbent or spouse of, or a candidate for or spouse of, an elective public office, it
being the intent of the members of the Cooperative that the board of directors of the Cooperative be free from the influence of political officials; or
(d) is convicted felon; or
(e) is a close relative of any employee of the Cooperative; or
(f) is a current employee of the Cooperative or a former employee of the Cooperative, or a close relative of the former employee, which former employee has been voluntarily or involuntarily terminated, with or without cause other than by reason of normal retirement, from employment by the Cooperative within the past five years.
(g) is eighty (80) years of age or older. A director who attains eighty (80) years of age while serving a term of office shall be allowed to complete that term of office. All present Board Members holding office on April 9, 2018 are exempted from this provision.
Close relative shall mean the husband or wife, child, mother or father, stepmother or stepfather, mother-in-law, father-in-law, sister or brother, brother-in-law, sister-in-law, daughter-in-law, or son-in-law. This provision shall be effective from and after the date of the adoption of these by-laws, it being the intent hereof that current directors and close relatives in the employ of the Cooperative as of the date of adoption are validly qualified and/or employed.
Upon establishment of the fact that a director is holding office in violation of any of the foregoing provisions, it shall immediately become incumbent upon the board of directors to remove such director from office.
Nothing contained in this section shall affect in any manner whatsoever the validity of any action taken at any meeting of the board of directors.
Section 3. Voting Districts. Beginning with the year 1988, the territory served by the cooperative shall be divided into seven (7) districts, each of which shall be represented by one director elected by the membership of each such district. The original seven (7) districts are set forth and designated on the maps, copies of which are attached hereto and made a part of these by-laws as page 6.
On a date specified by the board of directors, beginning in the year 1988, the board of directors shall provide for and schedule a separate election for the membership of each district with a director standing for election in such year at a location within such district, for the purpose of electing a person from such district to represent that district on the board of directors of the Cooperative. The terms of office of Directors elected from each such district shall be as follows:
(a) Directors elected from District Nos. 1 and 7 shall serve for a three (3) year term beginning in January, 1988
(b) Directors elected from District Nos. 2, 4 and 6 shall serve for a three (3) year term beginning in January, 1989.
(c) Directors elected from District Nos. 3 and 5 shall serve for a three (3) year term beginning in January, 1990.
The current directors shall continue to serve until the expiration of their existing term or until their resignation at which time they may qualify and run for election from their respective district.
The board of directors shall provide for similar elections in each district as the term of the office of the director from that district expires or as otherwise provided in these by-laws. Such elections shall be decided by plurality vote. All directors elected shall serve for a term of three (3) years. All such subsequent elections shall be on a date specified by the board of directors. If less than a quorum votes at any district election, the current director representing such district shall automatically be declared re-elected, provided, however, that in the event the current director representing such district is not a candidate for reelection, the nominee of the nominating committee shall automatically be declared elected and the board of directors shall be notified that a quorum failed to vote. An independent certified public accountant shall be used to verify all election results.
Section 4. Nominations. It shall be the duty of the board of directors to appoint, not less than sixty nor more than ninety days before the date of a district election of the members at which a director is to be selected, a committee on nominations composed of not less than three nor more than five members residing in said district. No member of the board of directors shall serve on such a committee. The committee shall prepare and post at the principal office of the Cooperative, at least thirty-five (35) days before the election, their recommendation for director from that district. Any fifteen members residing in the same district acting together may make another nomination for director of that same district by petition not less than fifteen (15) days prior to the election and the secretary shall post such nomination at the same place where the nomination of the committee is posted. Nominations from the floor are prohibited.
The date, time and place of any meeting of the committee on nominations so appointed by the board of directors of the Cooperative shall be published in at least two issues of the official journal of each Parish in which the cooperative is domiciled or provides service, not less than ten days prior to the meeting. In lieu of publication of official journals, such publication may be accomplished by the use of the bi-monthly issue of the membership publication immediately preceding the meeting, mailed to all members of the Cooperative.
Section 5. Removal of Directors by Members. Any member may bring charges for cause against a director by filing such charges in writing with the secretary, together with a petition signed by at least ten per centum of the members residing in the district from which the director was elected and request the removal of such director by reason thereof. Each page of the petition shall, in the forepart thereof, state the names and addresses of the members filing such charge(s), a verbatim statement of such charge(s) and the name of the director against whom such charge(s) is (are) being brought. The director against whom such charges have been brought shall be informed in writing of the charges at least five days prior to the meeting at which the charges are to be considered and shall have an opportunity at the meeting to be heard in person, by witnesses, by counsel or any combination of such, and to present evidence in respect of the charges; and the persons bringing the charges against him shall have the same opportunity. The question of the removal of such director shall be considered and voted upon at the next regular or special meeting of the members from that district and any vacancy created by such removal may be filled by vote of the members at such meeting without compliance with the foregoing provisions with respect to nomination; provided that the question of the removal of a director shall not be voted upon at all unless some evidence in support of the charges against him shall have been presented during the meeting through oral statements, documents or otherwise.
Section 6. Vacancies. Subject to the provision of these by-laws with respect to filling of vacancies caused by the removal of directors by the members, a vacancy occurring in the board of directors may be filled by the affirmative vote of a majority of the remaining Directors for the unexpired portion of the term of the Director in respect of whom the vacancy occurs.
Section 7. Compensation. Directors as such shall not receive any salary for their services, but by resolution of the board of directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at each meeting of the board of directors, at any meeting of a committee of the board of directors, and for the attendance by any officer or director of the cooperative as a representative of the cooperative for any legal, regulatory, business or statewide cooperative activity of the cooperative. Current directors, and any former directors who served as a director for 10 years or more, shall be eligible to receive insurance benefits for themselves and their dependents through the cooperative’s insurance program as it may exist from time to time. Except as otherwise provided herein, no director shall receive compensation for serving the Cooperative in any other capacity, nor shall any close relative of a director receive compensation for serving the Cooperative, unless the service by the director or by the close relative of the director shall be specifically authorized by a vote of the board of directors. These restrictions shall not be applicable for cooperative purchases of meals, fuel, or merchandise in the ordinary course of business.
Section 8. Term Limits. A member can serve as a Director for a total of 18 years, or 6 consecutive 3 year terms, or until the age of 80. A Director who is serving when the 18 year term applies, or who reaches the age of 80, can remain as a Director until the completion of his/her final term. All Board Members serving as of April 9, 2018 are exempt from the age provision.
ARTICLE V
Meeting of Directors
Section 1. Regular Meeting. A regular meeting of the board of directors shall be held without notice other than this by-law, immediately after the annual meeting of the members. A regular meeting of the board of directors shall also be held monthly at such time and place in New Roads, Parish of Pointe Coupee, State of Louisiana, as the board of directors may provide by resolution. Such regular monthly meetings may be held without notice other than such resolution fixing the time and place thereof.
Section 2. Special Meetings. Special meetings of the board of directors may be called by the President or by any three directors, and it shall thereupon be the duty of the Secretary to cause notice of such meetings to be given as hereinafter provided. The President or the directors calling the meeting shall fix the time and place for the holding of the meeting.
Section 3. Notice of Directors’ Meeting. Written notice of the time, place and purpose of any special meeting of the board of directors shall be delivered not less than five days prior thereto, either personally, by mail or by facsimile, at the direction of the Secretary, or upon a default in duty by the Secretary, by the President or the directors calling the meeting, to each director. If mailed or faxed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the director at his address as it appears on the records of the Cooperative, with postage thereon prepaid, or, if by facsimile, by the facsimile report.
Section 4. Quorum. A majority of the board of directors, either in person or by telephone or similar communications, shall constitute a quorum, provided that if less than such majority of the directors is present at said meeting or by telephone or similar communications, a majority of the directors present may adjourn the meeting from time to time; and provided further, that the Secretary shall notify any absent directors of the time and place of such adjourned meeting. The act of the majority of the directors present at a meeting at which a quorum is present either in person or by telephone or similar communications shall be the act of the board of directors.
Section 5. Meetings by Telephone or Similar Communications. The board of directors, or any one or more of the directors, may participate in a meeting by means of conference telephone or similar communications equipment by means of which all or any directors participating in the meeting can hear each other, and participation in such meeting shall constitute the presence in person by such director at such meeting.
ARTICLE VI
Officers
Section 1. Number. The officers of the Cooperative shall be President, Vice-President, Secretary and Treasurer, and such other officers as may be determined by the board of directors from time to time. The offices of Secretary and of Treasurer may be held by the same person.
Section 2. Election and Term of Office. The officers shall be elected annually by and from the board of directors at the meeting of the board of directors held directly after the annual meeting of the members. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until the first meeting of the board of directors following the next succeeding annual meeting of the members or until his successor shall have been elected and shall have qualified. A vacancy in any office shall be filled by the board of directors for the unexpired portion of the term.
Section 3. Removal of Officers and Agents by Directors. Any officer or agent elected or appointed by the board of directors may be removed by the board of directors whenever, in its judgment, the best interest of the Cooperative will be served thereby. In addition, any member of the Cooperative may bring charges against any officer by filing such charges in writing with the Secretary, together with the petition signed by ten per centum of the members, and request the removal of the particular officer by reason thereof. The officer against whom such charges have been brought shall be informed in writing of the charges at least five days prior to the meeting at which the charges are to be considered and shall have an opportunity at the meeting to be heard in person or by counsel and to present evidence in respect of the charges; and the person or persons bringing the charges against him shall have the same opportunity. The question of the removal of such officer shall be considered and voted upon at the next regular or special meeting of the members.
Section 4. President. The president shall:
a) be the principal executive officer of the Cooperative and, unless otherwise determined by the members of the board of directors, shall preside at all meetings of the members and the board of directors;
b) sign any deeds, mortgages, deeds of trust, notes, bonds, contracts or other instruments authorized by the board of directors to be executed, except in cases in which the signing and execution thereof shall be expressly delegated by the board of directors or by these by-laws to some other officer or agent of the Cooperative, or shall be required by law to be other wise signed or executed; and
c) in general perform all duties incident to the office of President and such other duties as may be prescribed by the board of directors from time to time.
Section 5. Vice-President. In the absence of the President or in the event of his inability or refusal to act, the Vice-President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice-President shall also perform such other duties as from time to time may be assigned to him by the board of directors.
Section 6. Secretary. The secretary shall:
a) keep the minutes of the meetings of the members and of the board of directors in one or more books provided for that purpose;
b) see that all notices are duly given in accordance with these by-laws or as required by law;
c) be custodian of the corporate records and of the seal of the Cooperative and affix the seal of the Cooperative to all documents, the execution of which on behalf of the Cooperative under its seal is duly authorized in accordance with provisions of these by-laws;
d) keep a register of the names and post office addresses of all members;
e) have general charge of the books of the Cooperative in which a record of the members is kept;
f) keep on file at all times a complete copy of the articles of incorporation and by-laws of the Cooperative, containing all amendments thereto, which copy shall always be open to the inspection of any member, and at the expense of the Cooperative, forward a copy of the by-laws and of all amendments thereto to each member; and
g) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the board of directors.
Section 7. Treasurer. The Treasurer shall:
a) have charge and custody of and be responsible for all funds and securities of the Cooperative;
b) be responsible for the receipt of and the issuance of receipts for money due and payable to the Cooperative from any source whatsoever, and for the deposit of all such moneys in the name of the Cooperative in such bank or banks as shall be selected in accordance with the provision of these by-laws; and
c) in general perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the board of directors.
Section 8. Manager. The board of directors shall appoint a manager who shall perform such duties and shall exercise such authority as the board of directors may from time to time vest in him.
Section 9. Bonds of Officers. The Treasurer and any other officer or agent of the Cooperative charged with responsibility for the custody of any of its funds or property shall give bond in such amount and with such surety as the board of directors shall determine. The board of directors in its discretion may also require any other officer, agent or employee of the Cooperative to give bond in such amount and with such surety as it shall determine.
Section 10. Compensation. The powers, duties and compensation, of any officers, agents and employees shall be fixed by the board of directors subject to the provisions of these by-laws with respect to compensation for directors and close relatives.
Section 11. Indemnification. The Cooperative shall indemnify any person, who is or was a party of or is threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative, or investigative (including any action by or in the right of the Cooperative) by reason of the fact that he is or was a director, officer, employee or agent of the Cooperative, or is or was serving at the request of the Cooperative as director, officer, employee or agent of another business, foreign or non-profit corporation, partnership, joint venture or other enterprise, against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the Cooperative, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contender or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interest of the Cooperative, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. This Cooperative may, but shall not be obligated to, maintain insurance, at its expense to protect itself and any such person named above against any such liability, cost or expense. The indemnity as to officers and directors shall be extended by the Cooperative as of right to the full extent permitted or authorized by the General Corporation law of Louisiana. The extension of protection to all others is permissible and not mandatory and is to be exercised at the discretion of the board of directors.
Section 12. Reports. The officers of the Cooperative shall submit at each annual meeting of the members reports covering the business of the Cooperative for the pervious fiscal year. Such reports shall set forth the condition of the Cooperative at the close of such fiscal year.
ARTICLE VII
Disposition of Revenues and Receipts
Revenues of the Cooperative for any fiscal year in excess of the amount thereof necessary:
a) to defray expenses of the Cooperative for the operation and maintenance of its facilities during such fiscal year;
b) to pay interest and principal of obligations of the Cooperative coming due in such fiscal year;
c) to finance, or to provide a reserve for the financing of, the construction or acquisition by the Cooperative of additional facilities to the extent determined by the board of directors;
d) to provide a reasonable reserve for working capital;
e) to provide a reserve for the payment of indebtedness of the Cooperative maturing more than one year after the date of the occurrence of such indebtedness in the amount not less than the total of the interest and principal payments in respect thereof required to be made during the next following fiscal year; and
f) to provide a fund for education in cooperation and for the dissemination of information concerning the effective use of electric energy and other services made available by the Cooperative;
shall, unless otherwise determined by a vote of the board of directors, be distributed by the Cooperative to its members as patronage refunds pro-rated in accordance with the patronage of the Cooperative by the respective members paid for during such fiscal year. Nothing herein contained shall be construed to prohibit the payment by the Cooperative of all or any part of its indebtedness prior to the date when the same shall become due.
ARTICLE VIII
Disposition of Property
The Cooperative may not sell, mortgage, lease or otherwise dispose of or encumber all or any substantial portion of its property unless such sale, mortgage, lease or other disposition or encumbrance is authorized at a duly held meeting of the members thereof by the affirmative vote of not less than majority of all the members of the Cooperative and unless the notice of such proposed sale, mortgage, lease or other disposition or encumbrance shall have been contained in the notice of the meeting; provided, however, that notwithstanding anything herein contained, the board of directors of the Cooperative, without authorization by the members thereof, shall have full power and authority to authorize the execution and delivery of a mortgage or mortgages or a deed or deeds of trust upon, or the pledging or encumbering of, any and all of the property, assets, rights, privileges, licenses, franchises and permits of the Cooperative, whether acquired or to the acquired and wherever situated, as well as the revenue and income therefrom, all upon such terms and conditions as the board of directors shall determine, to secure any indebtedness of the Cooperative to the United States of America or any instrument or agency thereof, or to any bank, insurance company, or other lending institution.
Furthermore, in addition to any other provisions of these by-laws, or applicable regulations, statues or laws, no proposal for the merger, consolidation, sale, lease, exchange or other disposition of all or any substantial portion of the Cooperative’s properties to any third party shall be submitted to the members for a vote thereon unless the terms of such proposal include, at a minimum, the following:
1. the price shall be not less than the fair market value of the assets and business of this Cooperative which shall be established by two independent and expert appraisers and which value shall be at least the average of the said appraisals;
2. the proposal shall contain a provision whereby the acquiring or surviving entity agrees to assume all existing debts and obligations of the Cooperative;
3. the proposal shall contain a provision whereby the acquiring or surviving entity guarantees that the rates, services, and other fees and charges, will be at least equivalent to those provided by the Cooperative and/or the acquiring or surviving entity, whichever is lower at the time of the proposal, and for the reasonably foreseeable future; and
4. the proposal shall contain appropriate protection for the Cooperative’s employees
ARTICLE IX
Seal
The corporate seal of the Cooperative shall be in the form of a circle and shall have inscribed thereon the name of the Cooperative and the word "Seal".
ARTICLE X
Financial Transactions
Section 1. Contracts. Except as otherwise provided in these by-laws, the board of directors may authorize any officer or officers, agent or agents to enter into any contract or execute and deliver any instrument in the name and on behalf of the Cooperative, and such authority may be general or confined to specific instances.
Section 2. Checks, Drafts, etc. Except as otherwise provided by law or in these by-laws, all checks, drafts or other instruments 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, officers, agent or agents, employee or employees of the Cooperative, and in such manner, as shall from time to time be determined by resolution of the board of directors.
Section 3. Deposits. All funds of the Cooperative shall be deposited from time to time to the credit of the Cooperative in such bank or banks as the board of directors may select.
Section 4. Change in Rates. Written notice shall be given to the Administrator of the Rural Utilities Service of the United States of America or its successor not less than ninety days prior to the date upon which any proposed change in the rates charged by the Cooperative for electric energy becomes effective.
Section 5. Fiscal Year. The fiscal year of the Cooperative shall begin and end on the same dates as the calendar year.
ARTICLE XI
Miscellaneous
Section 1. Waiver of Notice. Any member or director may waive, in writing, any notice of a meeting required to be given by these by-laws. 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 because the meeting shall not have been lawfully called or convened.
Section 2. Rules and Regulations. The board of directors shall have power to make and adopt such rules and regulations, not inconsistent with law, the articles of incorporation or these by-laws, as it may deem advisable for the management, administration and regulation of the business and affairs of the Cooperative.
Section 3. Accounting System and Reports. The board of directors shall cause to be established and maintained a complete accounting system which shall conform, so long as the Cooperative is indebted to the Government or any agency or instrument thereof, to such accounting systems as may from time to time be designated by the Administrator of the Rural Utilities Service of the United States of America or its successor. All accounts of the Cooperative shall be examined by a committee of directors at least four times a year at regular meetings of the board of directors. The board of directors shall also cause to be made a full and complete audit of the accounts, books and financial condition of the Cooperative annually. Such audit reports shall be submitted to the members at the annual meeting next following the completion of the annual audit.
Section 4. By-Laws. The board of directors of the Cooperative shall be responsible for the interpretation and application of these by-laws.
ARTICLE XII
Amendments
The By-Laws may be adopted, amended or repealed by the members or the Board of Directors. The notice of the meeting shall contain a copy of the proposed amendment, alteration or repeal to be considered at the meeting. However, only the members may amend the by-laws when the amendment concerns the dissolution of the Cooperative or the sale, lease or the disposition or other disposition or encumbrance of all or any substantial portion of property belonging to the Cooperative. The Board of Directors shall not adopt any by-laws in conflict with the provisions of R.S. 12:414 or 421.
In the event voting by mail is authorized in the by-laws, the Board of Directors is authorized to prescribe conditions necessary for voting by mail, including the percentage of members required to constitute a quorum. However, only the members may prescribe conditions in the by-laws for voting by mail or the constitution of a quorum when the provisions of the by-laws relate to the dissolution of the Cooperative or the sale, lease, merger or other disposition or encumbrance of all or any substantial portion of property belonging to the Cooperative.
ARTICLE XIII
Rules of Order
Parliamentary procedure at all meeting of the members, of the board of directors, or any committee provided for in these by-laws and of any other committee of the members or board of directors which may from time to time be duly established shall be governed by the most recent edition of Robert’s Rules of Order, except to the extent such procedure is otherwise determined by law, these by-laws or the Cooperative’s articles of incorporation.
