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Bylaws of Santee Electric Cooperative, Inc.
As Amended Through April 18, 2017
TABLE OF CONTENTS BYLAWS
Article I
Membership
Article II
Rights and Liabilities of Members
Article III
Meetings of Members
Article IV
Trustees
Article V
Meeting of Trustees
Article VI
Officers
Article VII
Non-Profit Operation
Article VIII
Disposition of Property
Article IX
Seal
Article X
Financial Transactions
Article XI
Miscellaneous
Article XII
Amendments
Article I MEMBERSHIP
Section 1. Membership Requirements. (a) Any person, firm, association, corporation or body politic or subdivision thereof may, except as hereinafter provided in sub section (b), become a member of the Cooperative by: (1) filing a written application for membership therein; (2) agreeing to purchase from the Cooperative electric energy as hereinafter specified; (3) 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 Trustees; and (4) paying the membership fee hereinafter specified; (b) All consumers having contracts with the State Rural Electrification Authority of South Carolina, which have been assumed by the Cooperative up to and including September 16, 1940, under the Williams Act, may become members of the Cooperative by: (1) filing a written application for membership therein; (2) agreeing to purchase from the Cooperative electric energy as hereinafter specified; (3) 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 Trustees; provided, however, that no membership fee shall be required of such members, and they shall be subject to the same liabilities and enjoy the same rights and privileges as all other members. No member may hold more than one membership in the Cooperative. No person, firm, association, corporation, or body politic or subdivision thereof shall become a member unless and until he or it has been accepted for membership by the Board of Trustees or the members, and no membership shall be transfer able. At each meeting of the members held subsequent to the expi ration of a period of six months from the date of incorporation of the Cooperative, all applications received more than ninety days prior to such meeting and which have not been accepted or which have been rejected by the Board of Trustees shall be sub mitted by the Secretary to such meeting and, subject to compli ance by the applicant with the requirements herein above set for th, such applications or anyone or more of them may be accept ed by vote of the members. The Secretary shall give each such applicant at least ten days notice of the date of the members' meeting to which his application will be submitted and such appli cant shall be entitled to be present and heard at the meeting.
Section 2. Membership Certificate. Membership in the Cooperative shall be evidenced by a mem bership certificate which shall be in such form and shall contain such provisions as shall be determined by the Board of Trustees. No membership certificate shall be issued for less than the mem bership fee fixed in these by-laws, nor until such membership fee has been fully paid for in cash except as herein before provided. In case of a lost, destroyed or mutilated certificate, a new cer tificate may be issued therefore upon such uniform terms and indemnity to the Cooperative as the Board of Trustees may prescribe. An application for membership by a married person living with his or her spouse at the time of such application shall be deemed and application for joint membership by both husband and wife, unless otherwise indicated upon the application. Subject to compliance by the applicant with the requirements set forth in Section 1 of the Article, the application will be accepted as and for a joint membership. In the event that the holders of a joint membership cease to reside together in the same house hold, the joint membership will automatically terminate at the point of service in question, irrespective of whether or not such point of service is at the marital home and the individual residing at the point of service will automatically become the member. The term 'Member' as used in these by-laws shall be deemed to include a husband and wife holding a joint membership and any provisions relating to the rights and liabilities of membership shall apply equally with respect to the holders of a joint membership. Without limiting the generality of the foregoing, the effect of 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 of constituting 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 consti tute a joint waiver; (d) Notice to either shall constitute a 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 trustee, provided that both meet the qualifica tions for such office; (h) Upon the death of either spouse who is a party to the joint membership, such membership shall be held solely by the survivor. The outstanding membership certificate shall be reissued in such manner as shall indicate the changed membership status, provided, however, that the estate of the deceased shall not be released from any debts due the Cooperative.
Section 3. Membership, Service Connection Fees and Consumer's Deposit. The membership fee shall be five dollars, connection fees and consumer's deposits may vary as set by the Board of Trustees, upon the payment of which a member shall be eligible for service con nection, provided, however that members admitted to member ship under the provisions of Article I, Section 1 (b), shall be enti tled to one service connection without the payment of a fee. Provided that the membership fee of any member who is in arrears with his electric energy bill and whose service had been discontinued for non-payment thereof, shall be transferred from the membership fee and deposit account and applied to the pay ment of said unpaid bills, and any balance remaining shall be refunded to such member upon being expelled from the mem bership under provisions of Article 1, Section 5, of the by-laws or any amendment thereto, pending such refund. If any, the same shall be credited to a special account for such purposes.
Section 4. 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 rates which shall from time to time be fixed by the Board of Trustees. It is expressly understood that amounts paid for electric energy in excess of the cost of service are furnished by members as capital and each member shall be credited with the capital so furnished as provided in these by -laws. Each member shall pay to the Cooperative such minimum amount per month regardless of the amount of electric energy consumed, as shall be fixed by the Board of Trustees from time to time. Each member shall also pay all amounts owed by him to the Cooperative as and when the same shall become due and payable.
Section 5. Termination of Membership. Any member may withdraw from membership upon compli ance with such uniform terms and conditions as the Board of Trustees may prescribe. The Board of Trustees of the Cooperative may, by the affirmative vote of not less than two-thirds of all the trustees, 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 Trustees, 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 Trustees or by vote of the members at any annual or special meeting. The membership of a member who for a period of six (6) months after service is available to him, has not purchased electric energy from the Cooperative, may be cancelled by resolution of the Board. Upon the withdrawal, death, cessation of existence or expul sion of a member the membership of such member shall there upon terminate, and the membership certificate of such member shall be surrendered forthwith to the Cooperative. Termination of membership in any manner shall not release a member or his estate from any debts due the Cooperative.
Section 6. Wiring of Premises; Responsibility Thereof; Responsibility for Meter Tampering or Bypassing and for Damage to Cooperative Properties. Each member shall cause all premises receiving electric serv ice pursuant to his membership to become and to remain wired in accordance with the specifications of the National Electrical Code and any applicable state code or local government ordi nances, and of the Cooperative. Each member shall be respon sible for and shall indemnify the Cooperative and any other per son against death, injury, loss or damage resulting from any defect in or improper use or maintenance of - such premises and all wiring and apparatus connected thereto or used thereon. Each member shall make available to the Cooperative a suitable site, as determined by the Cooperative, whereon to place the Cooperative's physical facilities for the furnishing and metering of electric service and shall permit the Cooperative's authorized employees, agents, and independent contractors to have access thereto for inspection, maintenance, replacement, relocation or repair thereof at all reasonable times. As part of the consideration for such service, each member shall be the Cooperative's bailee of such facilities and shall accordingly desist from interfering with, impairing the operation of or causing damage to such facilities, and shall use his best efforts to prevent others from so doing. In the event such facilities are interfered with, impaired in their oper ation or damaged by the member, or by any other person when the member's reasonable care and surveillance would have pre vented such, the member shall indemnify the Cooperative and any other person against death, injury, loss or damage resulting therefrom, including but not limited to the Cooperative's cost of repairing, replacing or relocating any such facilities and its loss, if any, of revenues resulting from the failure or defective functioning of its metering equipment. In no event shall the responsibility of the Cooperative extend beyond the point at which its service wires are attached to the meter loop provided for measuring electricity used on such premises, except that the Cooperative shall, in accordance with its applicable serv ice rules and regulations, reimburse the member for any over charges for service that may result from a malfunctioning of its metering equipment.
Section 7. Member to Grant Easements to Cooperative if Required. Each member shall, upon being requested to do so by the Cooperative, execute and deliver to the Cooperative grants of easements of right-of-way over, under and on such lands owned or leased by the member and in accordance with such reasonable terms and conditions, as the Cooperative shall require for the furnishing of electric service to him or other members, or for the construction, operation, maintenance or relocation of the Cooperative's electric facilities.
Article II RIGHTS AND LIABILITIES OF MEMBERS
Section 1. Property Interest of Members. Upon dissolution, after (a) all debts and liabilities of the Cooperative shall have been paid, and (b) all capital furnished through patronage shall have been retired as provided in these by-laws, the remaining property and assets of the Cooperative shall be distributed among the mem bers and former members in the proportion which the aggregate patronage of each bears to the total patronage of all members during the seven years next preceding the date of the filing of the certificate of dissolution, or if the Cooperative shall not have been in existence for such period, during the period of its existence.
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 MEETINGS OF MEMBERS
Section 1. Annual Meeting. The annual meeting of members shall be held on such day in each year, beginning with the year 1952, and at such place within a county served by the Cooperative as shall be fixed and determined by the Board of Trustees, and as shall be designated in the notice of the meeting for the purpose of elect ing trustees, passing upon reports for the previous fiscal year and transacting such other business as may come before the meet ing. Failure to hold the annual meeting at the designated time shall not work a forfeiture and dissolution of the Cooperative.
Section 2. Special Meetings. Special meetings of the members may be called by resolution of the Board of Trustees or upon a written request signed by any three trustees, 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 meeting to be given as here inafter provided. Special meetings of the members may be held at any place within the County of Williamsburg, State of South Carolina, specified in the notice of the special meeting.
Section 3. Notice of Members' Meeting. Written or printed notice stating the place, day and hour of the meeting and, in case of a special meeting or an annual meeting at which business other than that listed in Section 6 of this article is to be transacted, the purpose or purposes for which the meet ing is called, shall be delivered not less than ten days nor more than twenty-five days before the date of the meeting, either per sonally or by mail, by or at the direction of the Secretary, or upon a default in duty by the Secretary, by the persons calling the meeting, to each member. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the member at his address as it appears on the records of the Cooperative, with postage thereon prepaid. The failure of any member to receive notice of an annual or special meeting of the members shall not invalidate any action which may be taken by the members at 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 percentum of the members, which ever shall be the larger, shall con stitute 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. Each member shall be entitled to only one vote. All questions shall be decided by a vote of a majority of the members voting thereon in person, except as otherwise provided by law, the arti cles of incorporation or these by-laws. No voting by mail or proxy shall be permitted.
Section 6. Order of Business. The order of business at the annual meetings of the members and, so far as possible, at all other meetings of the members, shall be essentially as follows: 1. Registration and casting of ballots for nominees by petition or nominating committee for election of trustees. 2. Report as to the number of members present in order to determine the existence of a quorum. 3. 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. 4. Reading of unapproved minutes of previous meetings of the members and the taking of necessary action thereon. 5. Presentation and consideration of reports of officers, trustees, and committees. 6. Unfinished Business. 7. New Business. 8. Adjournment.
Article IV TRUSTEES
Section 1. General Powers The business and affairs of the Cooperative shall be managed by a board of nine trustees which shall exercise all of 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 and Tenure. The persons named as trustees in the articles of incorporation shall compose the Board of Trustees until the first annual meeting or until their successors shall have been elected and shall have qualified. Beginning with the Annual Meeting held on the first Monday in December, 1949, the trustees shall be divided into three groups of three members each, with the term of office of the trustees of the first group to expire at the succeeding annual meeting of the members, the term of office of the trustees of the second group to expire at the second succeeding annual meeting and the term of office of the third group to expire at the third succeeding annual meeting of members. At each annual meeting after such classification a number of trustees equal to the number in the group whose term expires at the time of such meeting shall be elected to hold office for a term of three years and until their respective successors shall have been elected and duly qualified. If the election of trustees shall not be held on the day designated herein for the annual meeting, or at any adjournment thereof, the Board of Trustees shall cause the election to be held at a special meeting of the members as soon thereafter as conveniently may be. Provided that if an annual meeting at which a trustee is to be elected is not held as a result of failure of attendance of members sufficient to constitute a quorum, or for any reason, and such meeting is adjourned until the next annual meeting, trustees for the districts whose terms would have expired at the adjourned annual meeting immediately preceding shall be elected for terms of two years so as to preserve the integrity of the staggered terms hereinbefore provided for. Provided further that in the event the adjourned meeting is not held as a result of failure of atten dance of members sufficient to constitute a quorum, or for any other reason, and such meeting is adjourned until the date for the next annual meeting, the same formula shall apply so as to pre serve the integrity of the staggered terms so that trustees for dis tricts who have not stood for a term of two years shall be elected for terms of one year. To be eligible to become or remain a trustee, a person must: (a) be a natural person who is a member, in good standing for at least 5 years, and living and receiving service in the particular district in which he/she is to represent. A member is not in good standing when that member has had services from the Cooperative or any subsidiary cut off or terminated for nonpayment within the past twelve (12) months; (b) not be employed by or financially interested in a competing enterprise, or a business selling electric energy, gas, supplies or services to the Cooperative; (c) have the legal capacity to enter into a binding contract; (d) not be employed nor have been employed by the Cooperative (at any time) during the preceding 7 years; (e) any member of the Board of Trustees who misses three (3) regular or special meetings in succession or has attended less than 50 per centum of the trustee meetings between any two annual meetings of the members shall automatically forfeit their seat as a member of the Board. A leave of absence may be requested from the Board by any member in advance of a given meeting. Approval shall be by majority vote of the trustees pres ent and voting. (f) no member shall take or hold office as a Trustee who is the incumbent of or candidate for a South Carolina state elective position as a Constitutional Officer, a member of the Legislature, or a member of the Judiciary in connection with which a salary is paid; (g) while a Trustee, and during the ten years immediately before becoming a Trustee, not be convicted of, or plead guilty to (1) any felony or (2) any misdemeanor that involves an element of dishonesty, fraud or theft; (h) comply with any other reasonable qualifications determined by the Board. Upon establishment of the fact that a Trustee is holding office in violation of any of the foregoing provisions, it shall immediately become incumbent upon the Board of Trustees to remove such Trustee from office. Such removal shall be accomplished only upon a vote of not less than two thirds (2/3) of the Trustees present at the meeting or held for the purpose of such removal. Nothing contained in this section shall affect in any manner whatsoever the validity of any action taken at any meeting of the Board of Trustees.
Section 3. Nominations. It shall be the duty of the Board of Trustees to appoint, not less than ninety days or more than one hundred and twenty days before the date of a meeting of the members at which trustees are to be elected, a committee on nominations consisting of not less than five nor more than eleven members who shall be select ed from different sections of the project area so as to insure equi table representation. No member of the Board of Trustees may serve on such committee. The committee shall prepare and post at the principal office of the Cooperative at least sixty days before the meeting a list of nominations for trustees, but 1% or more of the members of the Cooperative, acting together, may make additional nominations in writing over their signatures, listing their nominee(s) in like manner and filing the same with the Cooperative, not less than sixty days prior to the meeting and the Secretary shall post such nominations at the same place where the list of nominations made by the committee is posted. The Secretary shall mail with the notice of the meeting or separately, but at least seven days before the date of the meeting, a list of the number of trustees, shown by district, to be elected and the names and addresses of the candidates nominated for each dis trict, specifying separately the nominations made by petition, if any. The names are to be arranged by Districts and in alphabetical order, except that incumbents shall be placed first on the list so arranged. At the meeting of members, the Secretary of the Cooperative shall place in nomination the names of the official candidates for each district. Election of trustees shall be by ballots. The ballots shall list the candidates selected by the Nominating Committee and by Petition. The names shall be arranged by Districts and in alphabetical order, except that the incumbents shall be placed first in order on such ballot. Each member of the Cooperative present at the meeting shall be entitled to vote for one candidate for each district, for which a trustee is to be elected at that particular meeting. The candidate receiv ing the highest number of votes for each district at this meeting shall be considered elected as trustee. In the event that the number of candidates seeking election does not exceed the number of trustees required in a particular district, balloting may be dispensed with in respect to that district, and if there are no objections, the nominee may be elected by acclamation.
Section 4. Removal of Trustee by Members. Any member may bring charges against a trustee by filing such charges in writing with the Secretary, together with a peti tion signed by the lesser of 5% of the members or 2000 members and request the removal of such trustee by reason thereof. The trustee against whom such charges have been brought shall be informed in writing of the charges at least 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 trustee shall be considered and voted upon at the next regular or special meeting of the members and any vacancy created by such removal may be filled by vote of the members at such meet ing without compliance with the foregoing provisions with respect to nominations, except that the new trustee must reside in the same district as the trustee in respect of whom the vacancy occurs.
Section 5. Vacancies. Subject to the provision of these by-laws with respect to filling of vacancies, a vacancy occurring in the Board of Trustees, not filled by other provisions of these by-laws, shall be filled by the affirmative vote of a majority of the remaining trustees, for the unexpired portion of the term of the trustee in respect of whom the vacancy occurs, except that the new trustee must reside in the same district as the trustee in respect to whom the vacancy occurs.
Section 6. Compensation. Board members shall not receive any salary for their services as such, except that the Board may by resolution authorize a fixed reasonable sum for each day or portion thereof spent on Cooperative business, such as attendance at meetings, conferences, and training programs or performing committee assignments when authorized by the Board. If authorized by the Board, Board members may also be reimbursed for expenses actually and necessarily incurred in carrying out such Cooperative business or granted a reasonable per diem allowance by the Board in lieu of detailed accounting for some of these expenses. The Board of Trustees, may, by resolution, provide for the travel, expenses and other benefits of Trustees and retired Trustees. No Board member shall receive compensation for serving the Cooperative, unless the payment and amount of compensation shall be specifically authorized by a vote of the members or the service by the Board member or his close relative shall have been certified by the Board as an emergency measure.
Section 7. Districts The territory served or to be served by the Cooperative shall be divided into nine districts, each of which shall contain as near ly as possible the same number of members. Each district shall be represented by one trustee whose term will expire as indicat ed in the following list. Maps showing these districts shall be kept on file in the Cooperative Kingstree office and shall be available to all members during normal business hours. The original nine districts shall be as follows: Term Expiration Date 1988 - District No. 1 1986 - District No. 2 1988 - District No. 3 1986 - District No. 4 1988 - District No. 5 1987 - District No. 6 1986 - District No. 7 1987 - District No. 8 1987 - District No. 9 Not less than sixty (60) days before any meeting of the mem bers at which trustees are to be elected, the Board of Trustees shall review the composition of the several districts, and if it should be found that inequalities in representation have devel oped which can be corrected by a re-delineation of districts, the Board of Trustees shall reconstitute the districts so that each shall contain as nearly as possible the same number of members. If at the time of adoption of these by-laws, more than one incum bent trustee resides in any given district, then the terms of all trustees residing in that district will expire at the time shown in the preceding list and the trustees must offer for re-election. At no time will the total number of trustees exceed nine (9). If at the time of adoption of these by-Iaws there exists a district without a trustee in residence then such district will be without a resident trustee until the term expiration date of the district with more than one resident trustee. In the event more than one district does not have a resident trustee and more than one other district has more than one resident trustee then the vacant positions shall be filled in the order of the lower district number first.
Article V MEETING OF TRUSTEES
Section 1. Regular Meetings. Regular meetings of the Board of Trustees shall be held with out notice other than this by-law, immediately after, and at the same place as the annual meeting of the members for election of officers for the year. A regular meeting of the Board of Trustees shall also be held monthly at such time and place in the service area of the Santee Electric Cooperative, Inc., as the Board of Trustees may provide by resolution. Such regular monthly meet ings 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 Trustees may be called by the President or by any three trustees, and it shall thereupon be the duty of the Secretary to cause notice of such meeting to be given as hereinafter provided. The President or the trustees calling the meeting shall fix the time and place (which shall be in the service area of the Santee Electric Cooperative, Inc.), for the holding of the meeting.
Section 3. Notice of Trustees' Meetings Written notice of the time, place and purpose of any special meeting of the Board of Trustees shall be delivered not less than five days previous thereto, either personally or by mail, by or at the direction of the Secretary, or upon a default in duty by the Secretary, by the President or the trustees calling the meeting, to each trustee. If mailed, such notice shall be deemed to be deliv ered when deposited in the United States mail addressed to the trustee at his address as it appears on the records of the Cooperative, with postage thereon prepaid.
Section 4. Quorum. A majority of the Board of Trustees shall constitute a quorum, provided, that if less than such majority of the trustees is present at said meeting, a majority of the trustees present may adjourn the meeting from time to time; and provided further, that the Secretary shall notify any absent trustees of the time and place of such adjourned meeting. The act of the majority of the trustees present at a meeting at which a quorum is present shall be the act of the Board of Trustees.
Article VI OFFICERS
Section 1. Number. The officers of the Cooperative shall be a President, who also may be known as Chairman of the Board of Trustees, VicePresident, who also may be known as Vice Chairman of the Board of Trustees, Secretary, Treasurer, and such other officers as may be determined by the Board of Trustees from time to time. The office of Secretary and Treasurer may be held by the same person.
Section 2. Election and Term of Office. The officers shall be elected by ballot, annually by and from the Board of Trustees at the meeting of the Board of Trustees 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 Trustees fol lowing the next succeeding annual meeting of 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 Trustees for the unexpired portion of the term.
Section 3. Removal of Officers and Agents by Trustees. Any officers or agent elected or appointed by the Board of Trustees may be removed by the Board of Trustees whenever in its judgment the best interests of the Cooperative will be served thereby. In addition, any member of the Cooperative may bring charges against an officer by filing such charges in writing with the Secretary, together with a 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 con sidered 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 or the Board of Trustees, shall preside at all meetings of the members and the Board of Trustees; (b) sign any deeds, mortgages, deeds of trust, notes, bonds, contracts or other instruments authorized by the Board of Trustees to be executed, except in cases in which the signing and execution thereof shall be expressly delegated by the Board of Trustees or by those by-laws to some other officer or agent of the Cooperative, or shall be required by law to be otherwise signed or executed; and (c) in general perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Trustees from time to time, (d) The term signed, as herein used, shall be deemed to per mit the use of official signature stamps.
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 VicePresident shall also perform such other duties as from time to time may be assigned to him by the Board of Trustees.
Section 6. Secretary. The Secretary shall be responsible for: (a) keeping the minutes of the meetings of the members and of the Board of Trustees in one or more books provided for that purpose; (b) seeing that all notices are duly given in accordance with these by-laws or as required by law; (c) the safe keeping of the corporate records and of the seal of the Cooperative and affix the seal of the Cooperative to all cer tificates of membership prior to the issue thereof and to all docu ments, the execution of which on behalf of the Cooperative under its seal is duly authorized in accordance with the provisions of these bylaws; (d) keeping on file at all times a complete copy of the Articles of Incorporation and Bylaws of the Cooperative containing all amendments thereto, which copy shall always be open to the inspection of any member, and at the expense of the Cooperative, forward a copy of the Bylaws and of all amendments thereto to each member; (e) in general performing all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board of Trustees; and (f) the term signed, as herein used, shall be deemed to permit the use of official signature stamps.
Section 7. Treasurer. The Treasurer shall be responsible for: (a) having charge and custody of and be responsible for all funds and securities of the Cooperative; (b) the receipt of and the issuance of receipts for moneys 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 provisions of these by-laws; and (c) in general performing all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board of Trustees.
Section 8. President and Chief Executive Officer. The Board of Trustees may appoint President and Chief Executive Officer who may be, but who shall not be required to be, a member of the Cooperative. The President and Chief Executive Officer shall perform such duties and shall exercise such authority as the Board of Trustees may from time to time vest in him.
Section 9. Board of Officers. The Treasurer and other officers or agents of the Cooperative charged with responsibility for the custody of any of its funds or property shall give bond in such sum and with such surety as the Board of Trustees shall determine. The Board of Trustees in its dis cretion may also require any other officer, agent or employee of the Cooperative to give bond in such amount and with such sure ty 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 Trustees, subject to the provisions of these by-laws with respect to compensation of trustees and close relatives of trustees.
Section 11. Reports. The officers of the Cooperative shall submit at each annual meeting of the members reports covering the business of the Cooperative for the previous fiscal year. Such reports shall set forth the condition of the Cooperative at the close of such fiscal year.
Article VII NON-PROFIT OPERATION
Section 1. Interest or Dividends on Capital Prohibited. The Cooperative shall at all times be operated on a coopera tive non-profit basis for the mutual benefit of its patrons. No inter est or dividends shall be paid or payable by the Cooperative on any capital furnished by its patrons.
Section 2. Patronage Capital in Connection with Furnishing Electric Energy. In the furnishing of electric energy, the Cooperative's opera tions shall be so conducted that all patrons, members and non members alike, will through their patronage furnish capital for the Cooperative. In order to induce patronage and to assure that the Cooperative will operate on a non-profit basis, the Cooperative is obligated to account on a patronage basis to all of its patrons, members and non-members alike, for all amounts received and receivable from the furnishing of electric energy in excess of operating costs and all other expenses incurred in, and chargeable against, the furnishing of electric energy and the operation of all business affairs of the Cooperative. All such amounts in excess of operating costs and all other expenses of the Cooperative are received with the understanding that they are furnished by the patrons, members and non-members alike, as capital. The Cooperative is obligated to pay by credits to a capi tal account for each patron all such amounts in excess of operat ing costs and all other expenses. The books and records of the Cooperative shall be set up and kept in such a manner that at the end of each fiscal year the amount of capital, if any, so furnished by each patron is clearly reflected and credited in an appropriate record to the capital account of each patron and the Cooperative shall within a reasonable time after the close of the fiscal year notify each patron of the amount of capital so credited to his account. All such amounts credited to the capital account of any patron shall have the same status as though they had been paid to the patron in cash in pursuance of a legal obligation to do so and the patron then furnished the Cooperative corresponding amounts for capital provided: that the Board of Trustees shall determine the date when such capital credits shall be account able from, and shall provide for the method of calculating such capital credits and shall make such other rules and regulations concerning capital credits as may from time to time seem to be in the best interest of the Cooperative. All other amounts received by the Cooperative from its opera tions in excess of costs and expenses shall, insofar as permitted by law, be (a) used to offset any losses incurred during the cur rent or any prior fiscal year and (b) to the extent not needed for that purpose, allocated to its patrons on a patronage basis and any amount so allocated shall be included as part of the capital credited to the accounts of patrons, as herein provided. In the event of dissolution or liquidation of the Cooperative, after all outstanding indebtedness of the Cooperative shall have been paid, outstanding capital credits shall be retired without pri ority on a pro rata basis before any payments are made on account of property rights to members. If, at any time prior to dis solution or liquidation, the Board of Trustees shall determine that the financial condition of the Cooperative will not be impaired thereby, the capital then credited to patrons' accounts may be retired in full or in part. After April 7, 1998, the Board of Trustees shall determine the method, basis, priority, and order of retire ment, if any, for all amounts furnished as capital. In no event, however, may any such capital be retired unless, after the pro posed retirement, the capital of the Cooperative shall equal at least twenty five per centum (25%) of the total assets of the Cooperative. In no event, however, may any such capital be retired unless after the proposed retirement, the capital of the Cooperative shall be in the discretion of the Board of Trustees, sufficient to meet the anticipated needs of the Cooperative and not impair its operation. The amount of any Capital Credit of any patron retired at any time shall be applied first to any indebtedness or other liability owed to the Cooperative by such patron, and the balance, if any, shall be paid to the appropriate distributee. In the event of a Capital Credit retirement occurring earlier than the time scheduled by the Board, the amount of the Capital Credit may be discounted to present value in accordance with applicable accounting standards and as the Board of Trustees may determine in order to establish the amount to be received by the distributee in respect of such early retirement. Should any Capital Credit retired by the Board remain unclaimed by the owner for seven years after the date of retirement, the Board may elect to use the unclaimed but retired Capital Credit amount for any purpose allowed by law. Capital credited to the account of each patron shall be assign able 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 a part of such patron's premis es served by the Cooperative unless the Board of Trustees, act ing under policies of general application, shall determine other wise. Notwithstanding any other provision of these by-laws, the Board of Trustees, at its discretion, shall have the power at any time upon the death of any patron, if the legal representative of his estate shall request in writing that the capital credited to any such patron be retired prior to the time such capital would other wise be retired under the provisions of these by-laws, to retire cap ital credited to any such patron immediately upon such terms and conditions as the Board of Trustees, acting under the policies of general application, and the legal representatives of such patron's estate shall agree upon, provided, however, that the financial condition of Cooperative will not be impaired thereby. Dissolution of a corporation, partnership, firm, association, body politic or subdivision thereof shall not be deemed to be death of a patron within the purview of this paragraph. Capital Credits upon such a dissolution may be assigned on the books of the Cooperative as hereinbefore provided. Notwithstanding any other provision of these Bylaws, in the case of a patron that is more than six (6) months delinquent in the payment of any amount due and owing to the Cooperative, the Board of Trustees, at its discretion, acting upon the policies of general application and otherwise upon such terms and conditions as the Board of Trustees shall determine, may retire Capital Credits of such patron in an amount sufficient to satisfy such delinquency in whole or in part and apply the proceeds of such retirement for such purpose. Notwithstanding any other provisions of these Bylaws, when the Cooperative receives notice of a patron filing for bankruptcy protection, the Board of Trustees, at its discretion, acting upon policies of general application and otherwise upon such terms and conditions as the Board of Trustees shall determine, may retire prior to the time such capital would otherwise be retired under the provisions of these Bylaws, the Capital Credits of such patron and pay the discounted amount to the bankruptcy estate or as otherwise directed by the bankruptcy court of applicable law. The patrons of the Cooperative, by dealing with the Cooperative, acknowledge that the terms and provisions of the articles of incorporation and by-laws shall constitute and be a contract between the Cooperative and each patron, and both the Cooperative and the patron are bound by such contract, as fully as though each patron had individually signed a separate instrument containing such terms and provisions. The provisions of this article of the by-laws shall be called to the attention of each patron of the Cooperative by posting in a conspicuous place in the Cooperative's office.
Section 3. Unclaimed Property (N)otice of unclaimed property will be administered in the manner prescribed by South Carolina law. The Cooperative may regularly impose a reasonable dormancy fee for each year an owner fails to claim property held by the Cooperative.
Article VIII DISPOSITION OF PROPERTY
Section 1. Sale, Lease or Exchange of Property. (a) A sale (which term shall include a sale, lease, exchange or any other disposition of assets, except a mortgage of or other security interest in the assets) of all, or substantially all, the prop erty and assets, with or without the good will, or a cooperative may be made upon such terms and condition and for such con sideration, which may consist in whole or in part of money or property, real or personal, including shares of any other corpora tion, domestic or foreign, as shall be authorized in the following manner. (1) The Board of Trustees shall adopt a resolution recom mending such sale, and directing the submission thereof to a vote at a meeting of members, which may be either an annual or a special meeting. (2) Written or printed notice shall be given to each member of record entitled to vote at such meeting within the time and in the manner provided for the giving of notice of meetings of members, and whether the meeting be an annual or special meeting, shall state that the purpose, or one of the purposes, of the meeting is to consider the proposed sale. (3) At such meeting the members may authorize such sale, and may fix, or may authorize the Board of Trustees to fix, any or all of the terms and conditions thereof and the consideration to be received by the Cooperative therefor. Each member of the Cooperative shall be entitled to vote thereon. Such authorization shall require the affirmative vote of at least two-thirds of all the members of the Cooperative. (b) After such authorization by a vote of the members, the Board of Trustees nevertheless, in its discretion, may abandon such sale of assets, subject to the rights of third parties under any contracts relating thereto, without further action or approval by members.
Section 2. Mortgage of Property. To secure any indebtedness of the Cooperative, the Board of Trustees may, without authorization from its members, mortgage or pledge all or part of the assets of the Cooperative, whether or not in the usual and regular course of its business, to the United States of America or any agency thereof or any other lending agency or institution upon such terms and conditions as the Board of Trustees may determine.
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 words 'Corporate Seal, South Carolina.'
Article X FINANCIAL TRANSACTIONS
Section 1. Contracts. Except as otherwise provided in these by-laws, the Board of Trustees may authorize any officer or officers, agent or agents to enter into any contract or execute and deliver any instrument in the name and on behalf of the Cooperative, and such authority may be general or confined to specific instances.
Section 2. Check, Drafts, Etc. All checks, drafts or other orders for the payment of money, and all notes, bonds or other evidences of indebtedness issued in the name of the Cooperative shall be signed by such officer or officers, agent or agents, employee or employees, of the Cooperative and in such manner as shall from time to time be determined by resolution of the Board of Trustees.
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 Trustees 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 of any changes in the rates charged by the Cooperative for electric energy.
Section 5. Fiscal Year. The fiscal year of the Cooperative shall begin on the first day of July of each year and end on the thirtieth day of June of the following year, or on such dates as determined by the Board of Trustees.
Article XI MISCELLANEOUS
Section 1. Membership in Other Organizations. The Cooperative shall not become a member of any other organization without an affirmative vote of the members at a meeting called as provided in these Bylaws, and the notice of said meeting shall specify that action is to be taken upon such proposed membership as an item of business; provided, however, that the Trustees shall have full power and authority on behalf of the Cooperative to purchase stock in or to become a member of, any corporation or cooperative organized on a non profit basis for the purpose of engaging in or furthering the cause of rural electrification.
Section 2. Waiver of Notice. Any member or trustee may waive in writing, any notice of a meeting required to be given these by-laws. The attendance of a member or trustee at any meeting shall constitute a waiver of notice of such meeting by such member or trustee, except in case a member or trustee shall attend a meeting for the express purpose of objecting to the transaction of any business because the meeting shall not have been lawfully called or convened.
Section 3. Rules and Regulations. The Board of Trustees shall have power to make and adopt such rules and regulations, not inconsistent with law, the articles of incorporation of these by-laws, as it may deem advisable for the management, administration and regulation of the business and affairs of the Cooperative.
Section 4. Accounting System and Reports. The Board of Trustees shall cause to be established and main tained a complete accounting system which, among other things, subject to applicable laws and rules and regulations of any regu latory body shall conform to such accounting system as may from time to time be designated by the Administrator of the Rural Utilities Service of the United States of America. All accounts of the Cooperative shall be examined by a committee on the Board of Trustees which shall render reports to the Board of Trustees at least four times a year at regular meetings of the Board of Trustees. The Board of Trustees shall also, after the close of each fiscal year, cause to be made a full and complete audit of the accounts, books and financial condition of the Cooperative as of the end of such fiscal year. A report of such audit shall be submitted to the members at the following annual meeting.
Section 5. Area Coverage. The board shall make diligent effort to see that electric service is extended to all unserved persons within the Cooperative serv ice area that (a) desire such service and (b) meet all reasonable requirements established by the Cooperative as a condition of such service.
Article XII
These by-laws may be altered, amended or repealed by the members at any regular or special meeting, provided the notice of such meetings shall have contained a copy of the proposed alteration, amendment or repeal. Nondiscrimination Statement In accordance with Federal civil rights law and U.S. Department of Agriculture (USDA) civil rights regulations and policies, the USDA, its Agencies, offices, and employees, and institutions participating in or administering USDA programs are prohibited from discriminating based on race, color, national origin, religion, sex, gender identity (including gender expression), sexual orientation, disability, age, marital status, family/parental status, income derived from a public assistance program, political beliefs, or reprisal or retaliation for prior civil rights activity, in any program or activity conducted or funded by USDA (not all bases apply to all programs). Remedies and complaint filing deadlines vary by program or incident. Persons with disabilities who require alternative means of communication for program information (e.g., Braille, large print, audiotape, American Sign Language, etc.) should contact the responsible Agency or USDA's TARGET Center at (202)720-2600 (voice and TTY) or contact USDA through the Federal Relay Service at (800)877-8339. Additionally, program information may be made available in languages other than English. To file a program discrimination complaint, complete the USDA Program Discrimination Complaint Form, AD-3027, found online at https://www.usda.gov/oascr/complaint-resolution and at any USDA office or write a letter addressed to USDA and provide in the letter all of the information requested in the form. To request a copy of the complaint form, call (866) 632-9992. Submit your completed form or letter to USDA by: (1) MailU.S. Department of Agriculture Office of the Assistant Secretary for Civil Rights 1400 Independence Avenue, SW Washington, D.C. 20250-9410; (2) Fax: (202) 690-7442; or (3) Email: program.intake@usda.gov USDA is an equal opportunity provider, employer, and lender.