Lower Valley
Energy, Inc.
|
ARTICLE I |
MEMBERSHIP |
|
|
SECTION
1 |
Requirements for Membership |
3
|
|
SECTION 2 |
Joint Membership |
3
|
|
SECTION
3 |
Conversion
of Membership |
3
|
|
SECTION
4 |
Membership
Fees |
4
|
|
SECTION
5 |
Purchase
of Energy |
4
|
|
SECTION 6 |
Termination of Membership |
4
|
|
ARTICLE II |
RIGHTS AND LIABILITIES
OF MEMBERS ARTICLE II |
|
|
SECTION 1.
|
Property
Interest of Members |
5
|
|
SECTION 2.
|
Non-liability for Debts of the Cooperative |
5
|
|
ARTICLE III |
MEETING
OF MEMBERS |
|
|
SECTION 1. |
Annual
Meeting |
5 |
|
SECTION 2. |
Special
Meeting |
5 |
|
SECTION 3. |
Notice of
Members' Meetings |
5 |
|
SECTION 4. |
Quorum |
6 |
|
SECTION 5. |
Proxies |
6 |
|
SECTION 6. |
Voting |
6
|
|
SECTION 7. |
Order of
Business |
6
|
|
ARTICLE IV |
BOARD MEMBERS |
|
|
SECTION 1. |
General
Powers |
7
|
|
SECTION 2. |
Director
Districts |
7
|
|
SECTION 3. |
Qualifications and Tenure |
7
|
|
SECTION 4. |
Nominations |
8
|
|
SECTION 5. |
Elections |
8
|
|
SECTION 6. |
Vacancies |
9
|
|
SECTION 7. |
Compensation |
9
|
|
SECTION 8. |
Removal of
Directors by Members |
9
|
|
ARTICLE V |
MEETINGS OF BOARD
|
|
|
SECTION 1. |
Regular
Meetings |
10 |
|
SECTION 2. |
Special
Meetings |
10 |
|
SECTION 3. |
Notice of
Board Meetings |
10 |
|
SECTION 4. |
Quorum |
11 |
|
ARTICLE VI |
OFFICERS |
|
|
SECTION 1. |
Number |
11 |
|
SECTION 2. |
Election
and Term of Office |
11 |
|
SECTION 3. |
Removal of
Officers and Agents by the Board |
11 |
|
SECTION 4. |
President |
11 |
|
SECTION 5. |
Vice
President |
11 |
|
SECTION 6. |
Secretary |
12 |
|
SECTION 7. |
Treasurer |
12 |
|
SECTION 8. |
General
Manager |
12 |
|
SECTION 9. |
Bonds of
Officers |
13 |
|
SECTION
10. |
Compensation |
13 |
|
SECTION
11. |
Reports |
13 |
|
ARTICLE VII |
NON-PROFIT OPERATION
|
|
|
SECTION 1. |
Interest
or Dividends on Capital Prohibited |
13 |
|
SECTION 2. |
Patronage
Capital |
13 |
|
ARTICLE X |
FINANCIAL TRANSACTIONS |
|
|
SECTION 1. |
Contracts |
15 |
|
SECTION 2. |
Checks,
Drafts, Etc |
15 |
|
SECTION 3. |
Deposits |
15 |
|
SECTION 4. |
Fiscal
Year |
15 |
|
ARTICLE XI |
MISCELLANEOUS |
|
|
SECTION 1. |
Membership
in Other Organizations |
15 |
|
SECTION 2. |
Waiver of
Notice |
15 |
|
SECTION 3. |
Policies,
Rules and Regulations |
15 |
|
SECTION 4. |
Accounting
System and Reports |
16
|
|
SECTION 5. |
Area
Coverage |
16
|
|
SECTION 6. |
Indemnification |
16
|
|
SECTION 7. |
Elimination of Certain Liabilities of Directors |
16
|
ARTICLE I MEMBERSHIP SECTION 1. Requirements
for Membership. Any person, firm, association, corporation or body
politic or subdivision thereof will become a member of Lower Valley ,
Inc., (hereinafter called the cooperative") after being accepted for
membership by the affirmative vote of a majority of the members of the
Board of Directors for the Cooperative, provided that he/she has first:
(a) Made a written
application for membership therein;
(b) Agreed to purchase from the Cooperative electric energy or gas as
hereinafter specified;
(c) Agreed to comply with and be bound by the Articles of
incorporation and Bylaws of the Cooperative and any Rules and
Regulations adopted by the Board.
No member may hold more than one membership in the Cooperative, and no
membership in the Cooperative shall be transferable, except as
provided in these Bylaws.
SECTION 2. Joint
Membership. A husband and wife may apply for a joint membership and,
subject to their compliance with the requirements set forth in Section 1
of the Article, may be accepted for such membership. The term "member"
as used in these Bylaws will 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 of, the holders of a joint membership shall be as follows:
(a) The presence at a
meeting of either or both shall be regarded as the presence of one
member and shall constitute a joint waiver of notice of the meeting;
(b) The vote of either separately or both jointly shall constitute one
joint vote;
(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
board member, provided that both meet the qualifications for such
office.
SECTION 3. Conversion of
Membership.
(a) A membership
may be converted to a joint membership upon the written request of the
holder thereof, and the agreement by such holder and his or her spouse
shall comply with the Articles of Incorporation, Bylaws and Rules and
Regulations adopted by the Board.
(b) Upon the death of either
spouse who is a party to the joint membership, such membership shall
be held solely by the survivor. The estate of the deceased shall not
be released from any debts due the Cooperative.
SECTION 4. Membership
Fees. There shall be no membership fee required to be eligible for
service. SECTION 5. Purchase of
Energy. Each member shall purchase from the Cooperative all electric
energy and gas used on the premises specified in his/her application for
membership and shall pay the rates approved by the Board of Directors.
Production or use of energy on such premises, regardless of facilities,
shall be subject to appropriate regulations as shall be fixed from time
to time by the Cooperative. Each member shall pay to the Cooperative
such minimum amount,regardless of the amount of energy consumed, as
shall be fixed by the Board from time to time. Each member shall also
pay all amounts owed by him/her to the Cooperative when the same shall
become due and payable. SECTION 6. Termination
of Membership.
(a) Any member may
withdraw from membership upon compliance with such uniform terms and
conditions as the Board of Directors may prescribe. The Board may, by
the affirmative vote of not less than two-thirds (2/3) of all the
members of the Board, expel any member who fails to comply with any of
the provisions of the Articles of Incorporation, Bylaws or Rules and
Regulations adopted by the Board, but only if such member shall have
been given written notice by the Cooperative that such failure makes
him liable to expulsion and such failure shall have continued for at
least ten (10) days after such notice was given. Any expelled member
may be reinstated by vote of the Board or by vote of the members at
any annual or special meeting. The membership of a member who has not
purchased energy for a period of six (6) months after service is
available to him/her, or of a member who has ceased to purchase energy
from the Cooperative, may be canceled by resolution of the Board.
b) Upon the 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/her estate from any debts
due the Cooperative.
Return to Top
ARTICLE II --RIGHTS AND LIABILITIES SECTION 1. Property
Interest of Members. Upon dissolution, after;
(a) All debts and
liabilities of the Cooperative shall have been paid, and
(b) All capital furnished
through patronage shall have been retired as provided in these Bylaws.
The remaining property and assets of the Cooperative shall be
distributed among the members and former members in proportion to the
aggregate patronage of each year to the total patronage of all members
during the ten (10) years next preceding the date of the filing of the
certificate of dissolution.
SECTION 2. Non-liability
for Debts of the Cooperative. The private property of the members
shall be exempt from execution or other liability for the debts of the
Cooperative and no member shall be liable or responsible for any debts
or liabilities of the Cooperative. Return
to Top
ARTICLE III MEETING OF MEMBERS SECTION 1. Annual
Meeting. The annual meeting of the members shall be held during the
month (or months) of April, May or June of each year at a designated
place within a county served by the Cooperative, as selected by the
Board of Directors. Such place shall be designated in the notice of the
meeting, for the purpose of electing board members, passing upon reports
for the previous fiscal year and transacting other business as may come
before the meeting. It shall be the responsibility of the Board to make
adequate plans and preparations for the annual meeting. Failure to hold
the annual meeting at the designated time shall not work a forfeiture or
dissolution of the Cooperative. SECTION 2. Special
Meeting. Special meetings of the members may be called by resolution
of the Board of Directors, or upon a written request signed by any three
(3) board members, by the President, or by ten (10) percent 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 hereinafter provided.
Special meeting of the members may be held at any place within one of
the counties served by the Cooperative as designated by the Board and
shall be specified in the notice of the special meeting. SECTION 3. Notice of
Members' Meetings. Written or printed notice stating the place, day
and hour of the meeting and, in case of a special meeting or an annual
meeting at which business requiring special notice is to be transacted,
the purpose or purposes for which the meeting is called, shall be
delivered not less than ten (10) days nor more than forty-five (45) 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 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/her address as it
appears on the records of the Cooperative, with postage thereon prepaid.
The failure of any member to receive notice of an annual or special
meeting of the members shall not invalidate any action which may be
taken by the members at any such meeting. SECTION 4. Quorum.
Except for member votes on mergers, consolidations, sale or disposition
of assets and dissolutions, ten percent (10%) of all members of the
cooperative present in person or by proxy or one hundred (100) members
present in person, whichever is fewer, shall constitute a quorum for the
transaction of business at all meetings of members. If less than a
quorum is present at any meeting, a majority of those present, in person
or represented by proxy, may adjourn the meeting without further notice,
until a quorum is present. SECTION 5. Proxies.
At all meetings of members, a member may vote by proxy executed in
writing by the member. Any proxy so executed shall be accompanied by
instructions from the member as to how that proxy shall be voted. Such
proxy with instruction shall be filed with the Secretary at such time as
designated by the Board of Directors. The proxy shall be voted by the
Secretary at the meeting in compliance with the instructions given by
the members. Proxies must designate the particular meeting at which they
are to be voted and no proxy shall be voted at any meeting other than
the one so designated or any adjournment of such meeting. No proxy shall
be valid after ninety (90) days from the date of its execution. The
spouse of a member may vote that membership, either in person or by
proxy. SECTION 6. Voting.
Each member shall be entitled to only one (1) vote upon each matter
submitted to a vote at a meeting of the members. All questions shall be
decided by vote of a majority of the members voting thereon in person,
except as otherwise provided by law, the Articles of Incorporation or
these Bylaws. SECTION 7. Order of
Business. The order of business at the annual meeting of the members
and, so far as possible, at all other meetings of the members, shall be
as follows, except as otherwise determined by the members at such
meeting:
1. Report on the number
of members present in person or by proxy in order to determine the
existence of a quorum.
2. Read the notice of the
meeting and proof of due publication or mailing thereof, or the waiver
or waivers of notice of the meeting, as the case may be.
3. Read unapproved minutes
of previous meetings of the members and take necessary action thereon.
4. Officers presentation and
consideration of reports.
5. Election of board
members.
6. Unfinished business.
7. New business.
8. Adjournment.
Return
to Top
ARTICLE IV-BOARD MEMBERS SECTION 1. General
Powers. The business and affairs of the Cooperative shall be managed
by a board of seven (7) directors who shall exercise all of the powers
of the Cooperative, except those by law or by the Certificate of
Incorporation of the Cooperative or by these Bylaws conferred upon or
reserved to the members. SECTION 2. Director
Districts. The entire territory in which the Cooperative operates
and where members reside or receive service, shall be and hereby is
divided into seven (7) districts, as hereinafter described, and each of
said districts shall be represented by one director residing therein.
Said district directors shall be selected, nominated and elected as
provided by these Bylaws. The districts aforesaid
shall be numbered, described and divided as follows: District #1
comprises all of the Afton area with the northern boundary being the
Narrows, including Wyoming and Idaho. District #2
comprises all areas north of The Narrows and west of Highway 89,
including the Wayan and Freedom areas. District #3
comprises all areas north of The Narrows and east of Highway 89,
excluding Alpine, but including the Bondurant and Green River Lakes area
and Hoback Junction north to Little Horsethief Canyon. District #4
comprises Skyline Ranch, Indian Springs, Wilson and those areas west of
the Snake River, but north of Crescent H Ranch to Teton Village. District #5
comprises the town of Jackson, east of Cache Street and all areas north,
excluding Jackson Hole Golf and Tennis. District #6
comprises the western portion of the town of Jackson with Cache Street
defining the eastern boundary. The southern boundary is Highway 22 with
the Snake River being the western border. The Gros Ventre River serves
as the northern boundary and includes Jackson Hole Golf and Tennis and
Fairway Estates. District #7
comprises all of South Park, Rafter J, Indian Trails and Hidden Ranch.
This section includes the area of Fall Creek Road north of Butler Creek
and south of Wapiti Drive in Crescent H Ranch. Not less than sixty (60)
days before any meeting of the members at which directors are to be
elected, the Board of Directors shall review the composition of the
several districts and, if it should be found that inequalities in
representation have developed which can be corrected by a revision of
districts, the Board of Directors shall reconstitute the districts so
that each shall contain as nearly as possible the same number of
persons. SECTION 3:
Qualifications and Tenure. At each annual meeting of the members,
directors shall be elected by ballot as by these Bylaws provided for the
various districts, by and from the members, to serve until the next
annual meeting of the members or until their successors shall have been
elected and qualified, subject to the various provisions of these
Bylaws. With respect to the removal of directors, no member shall be
eligible to become or remain a director or to hold any position of trust
in the Cooperative who is not a bona-fide resident in the area and
district served by the Cooperative, and in the district which he/she is
to represent, or who is in any way employed by or financially interested
in a competing enterprise or a business selling electric energy or gas
or who is employed by the Cooperative. When a membership is held jointly
by a husband and wife, either one, but not both, may be elected a
director, provided however, that neither one shall be eligible to become
or remain a director or to hold a position of trust in the Cooperative
unless both shall meet the qualifications hereinabove set forth. Nothing
in this section contained shall be construed to affect in any manner,
whatsoever, the validity of any action taken at any meeting of the Board
of Directors. SECTION 4. Nominations.
The director of each district may call a convention or primary meeting
locally in his/her district, of the members residing therein, not less
than sixty (60) days, nor more than ninety (90) days before the date of
the annual meeting of members, at which a director from such district is
to be elected. Such convention or primary meeting shall nominate at
least two (2) eligible candidates of their district, to be voted for at
the annual meeting of members. The names of the candidates shall be
certified and delivered in person, or by mail, to the Secretary of the
Cooperative immediately following such nominating primary, who shall
then prepare and post in the main office of the Cooperative, a list of
all such nominations by districts. Said list shall be posted and subject
to inspection until the day of the annual meeting. Nominations may also be
made by petition and signed by ten (10) or more members of any district,
prior to sixty (60) days before the day of the annual meeting. Such
nominations shall be added to the posting list. The Secretary shall mail
with the Notice of the Meeting the names of candidates for directors,
arranged by districts that have been nominated up to the time of mailing
said notice. Failure to comply with any
of the provisions of this section shall not affect the validity of the
election of any director. SECTION 5. Elections.
Nominees for Board of Director shall reside within the district from
which they are nominated. All elections shall be by
the total membership represented in person or by proxy of the members in
attendance at the meeting in which the respective nominee is elected. In the event an elected
board member moves into another district within the certified area of
the Cooperative or the boundaries are moved by board action in order to
retain equality of member representation and the member no longer lives
in the district he/she was elected to serve or he/she moves away from
the area served by the Cooperative, his/her term of office shall be
automatically terminated. The vacancy thus created shall be filled by
the remaining Board of Directors until the next annual meeting of the
members as provided in Article IV Section 6. If only one (1) qualified
nomination is made for a particular Director District, such nominee
shall automatically be declared elected and balloting shall be dispensed
with in respect to that District. Beginning with the annual
meeting in 1998, the staggering of director district terms will be
adjusted by electing a director from District 1 for a four-year term.
All subsequent elections will be for a three-year term unless candidates
are to fill an unexpired term created by a resignation or other reason.
In 1999, directors from Districts 6 and 7 will be elected for three-year
terms. Director district elections for three-year terms will continue
with directors from Districts 3 and 4 the following year, Districts 2
and 5 the next year and Districts 1, 6 and 7 the next year. SECTION 6. Vacancies.
Subject to the provisions of these Bylaws with respect to the removal of
directors, vacancies occurring in the Board of Directors shall be filled
by a majority vote of the remaining directors, and directors thus
elected shall serve until the next annual meeting of the members and
until their successor shall have been elected and shall have qualified.
The member elected as director to fill any vacancy must reside in the
same district as the director whose office he/she succeeds. SECTION 7. Compensation.
Directors shall be compensated for time and expenses spent on
company business as established from time to time by resolution and
policies adopted by the Board. SECTION 8. Removal of
Directors by Members. Any member may bring one or more charge(s) for
cause against any one or more director(s) and may request the removal of
such director(s). Such charges must be filed with the Secretary, in
writing, together with a petition signed by not less than ten percent
(10%) of the then total members of the Cooperative which shall be to
hear and act upon such charge(s) and, if one or more directors are
recalled, to elect their successor(s). The petition must specify the
place, time and date, not sooner than forty (40) days after filing of
such petition or which request that the matter be acted upon at the
subsequent Annual Member Meeting if such meeting will be held no sooner
than forty (40) days of the filing of such petition. Each page of the
petition shall, in the forepart thereof, state the name(s) and
address(es) of the member(s) filing such charge(s), a verbatim statement
of such charge(s) and the name(s) of the director(s) against whom such
charge(s) is (are) being made. The petition shall be signed by each
member in the same name as it appears on such billing. Notice of such
charge(s) verbatim, of the director(s) against whom the charge(s) have
been made and of the member(s) filing the charge(s)and the purpose of
the meeting shall be contained in the notice of the meeting, or
separately noticed to the members not less than seven (7) days prior to
the member meeting at which the matter will be acted upon: PROVIDED, that the notice
shall set forth (in alphabetical order) only twenty (20) of the names of
the members filing one or more charges if twenty (20) or more members
file the same charge(s)against the same director(s). Such director(s)
shall be informed, in writing, of the charges after they have been
validly filed at least twenty (20) days prior to the meeting of the
members at which the charges are to be considered. The Director shall
have an opportunity at the meeting to be heard in person, by witness, by
counsel, or any combination of such, and to present evidence in respect
of the charge(s). The member(s) bringing the charge(s) shall have the
same opportunity, but must be heard first. The question of the removal
of such director(s) shall, separately for each if more than one have
been charged, be considered and voted upon at such meeting, and any
vacancy created by such removal shall be filled by a vote of the members
at such meeting without compliance to the foregoing provisions with
respect to nominations, except that nominations shall be made from the
floor: PROVIDED, that the question
of the removal of a director shall not be voted upon at all unless some
evidence in support of the charge(s) against him/her shall have been
presented during the meeting through oral statements, documents or
otherwise. A newly elected director shall be from, or with respect to,
the same district as was the director whose office he/she succeeds and
shall serve the unexpired portion of the removed director's term. Return
to Top
ARTICLE V-MEETING OF BOARD SECTION 1. Regular
Meetings. A regular meeting of the Board shall be held monthly
within one of the counties served by the Cooperative as designated by
the Board of Directors. Such regular monthly meeting may be held without
notice other than such resolution fixing the time and place. SECTION 2. Special
Meetings. Special meetings of the Board may be called by the
President or by any three (3) board members, and it shall be the duty of
the Secretary to cause notice of such meeting to be given as hereinafter
provided. The President or board members calling the meeting shall fix
the time and place for holding of the meeting. SECTION 3. Notice of
Board Meetings. Written notice of the time, place and purpose of any
special meeting of the Board of Directors shall be delivered to each
board member either personally or by mail, by or at the direction of the
Secretary, or upon a default in duty by the Secretary, by the President
or the board member calling the meeting. If mailed, such notice shall be
deemed to be delivered when deposited in the United States mail
addressed to the board member at his/her address as it appears on the
records of the Cooperative, with postage prepaid, at least five (5) days
before the date set for the meeting. SECTION 4. Quorum. A
majority of the Board of Directors shall constitute a quorum. If less
than a majority of the Board is present at said meeting, a majority of
the Board present may adjourn the meeting from time to time.
Furthermore, the Secretary shall notify any absent board member(s) of
the time and place of such adjourned meeting. The act of a majority of
the board members present at a meeting at which a quorum is present
shall be the act of the Board, except as otherwise provided in these
Bylaws. Return
to Top
ARTICLE VI-OFFICERS SECTION 1. Number.
The officers of the Cooperative shall be a Chairman of the Board of
Directors, Vice Chairman, Secretary, Treasurer, President/Chief
Executive Officer and such other officers as may be determined by the
Board from time to time. The offices of Secretary and Treasurer may be
held by the same person. SECTION 2. Election and
Term of Office. The officers shall be elected by ballot annually, by
and from the Board of Directors, at the meeting of the Board held as
soon thereafter as convenient. Each officer shall hold office until the
first meeting of the Board following the next succeeding annual meeting
of the members or until his/her successor shall have been elected. A
vacancy in any office shall be filled by the Board for the unexpired
portion of the term. SECTION 3. Removal of
Officers and Agents by the Board. Any officer or agent elected or
appointed by the Board of Directors may be removed by the Board of
Directors whenever it is in the best interest of the Cooperative. SECTION 4. Chairman of
the Board of Directors. The Chairman:
(a) is the principal
executive officer of the Board of Directors, and serves as its
Chairman and, unless otherwise determined by the members of the Board,
shall preside at all meetings of the members and the Board;
(b) signs 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 or by these Bylaws to some other
officer or agent of the Cooperative, or shall be required by law to be
otherwise signed or executed; and (c) performs all duties incident to
the office of Chairman of the Board and such other duties as may be
prescribed by the Board from time to time.
SECTION 5. Vice
Chairman. In the absence of the Chairman of the Board, or in the
event of his/her inability or refusal to act, the Vice Chairman shall
perform the duties of the Chairman. He/she so acting shall have all the
powers of, and be subject to, all the restrictions upon the Chairman.
The Vice Chairman shall also perform such other duties as from time to
time may be assigned to him/her by the Board. SECTION 6. Secretary.
The Secretary shall be
responsible for:
(a) keeping the minutes
of the meetings of the members and of the Board of Directors in books
provided for that purpose;
(b) seeing that all notices are duly given in accordance with these
Bylaws or as required by law;
(c) the safekeeping of the corporate books and records and the seal of
the Cooperative and affixing the seal of the Cooperative to all
documents; the execution of which, on behalf of the Cooperative under
its seal, is duly authorized in accordance with the provisions of
these Bylaws;
(d) keep a register of the names and post office addresses of all
members;
(e) keep on file at all times a complete copy of the Articles of
Incorporation and Bylaws of the Cooperative containing all amendments
thereto (which copy shall always be open to the inspection of any
member) and, at the expense of the Cooperative, furnishing a copy of
the Bylaws and of all amendments thereto to any member upon request;
(f) perform all duties incident to the office of Secretary and such
other duties assigned to him/her by the Board.
SECTION 7. Treasurer.
The treasurer shall be responsible for:
(a) custody of all funds and securities of the Cooperative;
(b) the receipt of and the issuance of receipts for all monies due and
payable to the Cooperative and for the deposit of all such monies in
the name of the Cooperative in such bank or banks as shall be selected
in accordance with the provisions of these Bylaws;
(c) perform all the duties incident to the office of Treasurer and
such other duties assigned to him/her by the Board.
SECTION 8.
President/Chief Executive Officer (CEO). The Board may appoint a
President/CEO who may be, but who shall not be required to be, a member
of the Cooperative. The President/CEO shall perform such duties and
shall exercise such authority as the Board may from time to time vest in
him/her. The basic parameters for the office of President/CEO shall be
as follows:
(a) The President/CEO shall provide the managerial leadership and
direction for the Cooperative. The President/CEO shall implement
policies established by the Board of Directors and take such steps as
are necessary or appropriate to meet the Cooperative's purpose and
mission described by the Articles of Incorporation, Bylaws and other
policies of the Board.
(b) The President/CEO is directly responsible for all aspects of
managerial leadership of the Cooperative. The President/CEO shall
discharge all specific requests of the Board of Directors upon
appropriate resolution of the Board. The Board of Directors shall
delegate the authority to the President/CEO to manage all aspects of
the Cooperative.
(c) The President/CEO shall have the authority to designate
administrative responsibility for various aspects of the Cooperative
business to employees with demonstrated competence. However, the final
responsibility for all managerial, financial and operational aspects
of the business of the Cooperative shall be that of the President/CEO.
(d) The President/CEO shall be accountable to the Board of Directors
consistent with Board policies adopted from time to time by the Board
of Directors.
SECTION 9. Bonds of
Officers. The Treasurer, and any other officer or agent of the
Cooperative charged with responsibility for the custody of any of its
funds or property, shall be bonded in such sum and with such surety as
the Board shall determine. The Board, in its discretion, may also
require any other officer, agent or employee of the Cooperative to be
bonded in such amount and with such surety as it shall determine. SECTION 10.
Compensation. The powers, duties and compensation of officers,
agents and employees shall be fixed by the Board. SECTION 11. Reports.
The officers of the Cooperative shall submit at such 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. Return
to Top
ARTICLE VII NON-PROFIT OPERATION SECTION 1. Interest or
Dividends on Capital Prohibited. The Cooperative shall at all times
be operated on a Cooperative non-profit basis for the mutual benefit of
its patrons. No interest or dividends shall be paid or payable by the
Cooperative on any capital furnished by its patrons. SECTION 2. Patronage
Capital. The Cooperative's operations 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 its
patrons, members and non-members alike, for all amounts received and
receivable in excess of operating costs and expenses. All such amounts
in excess of operating costs and expenses at the moment of receipt by
the Cooperative are received with the understanding that they are
furnished by the patrons, members and non-members alike, as capital. The
Cooperative is obligated to pay by credits to a capital account for each
patron all such amounts in excess of operating costs and expenses. The
books and records of the Cooperative shall be set up and kept in such a
manner that at the end of each fiscal year the amount of capital, if
any, so furnished by each patron is clearly reflected in the capital
account of each patron. The Cooperative shall, within a reasonable time
after the close of the fiscal year, notify each patron of the amount of
capital credited to his/her 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 had then furnished the Cooperative corresponding
amounts for capital. All other amounts received
by the Cooperative from its operations in excess of costs and expenses
shall, insofar as permitted by law, be
(a) used to offset any losses incurred during the current or any
prior fiscal year and,
(b) to the extent not needed for that purpose, allocated to its
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 priority on a pro rata basis before any payments are
made on account of property rights of members. If, at any time prior to
dissolution, the Board shall determine that the financial conditions of
the Cooperative will not be impaired thereby, the capital credited to
patron's accounts may be retired in full or in part. The Board of
Directors shall determine method, basis, priority and order of
retirement, if any, for all amounts furnished as capital. Capital credited to the
account of each patron shall be assignable only on the books of the
Cooperative pursuant to written instruction from the assignor and only
to successors in interest or successors in occupancy, of all or part of
such patron's premises served by the Cooperative unless the Board,
acting under policies of general application, shall determine otherwise. Notwithstanding any other
provisions of these Bylaws, the Board at its discretion, shall have the
power at any time upon the death of any patron, if the legal
representatives of his/her estate shall request in writing that the
capital credited to any such patron be retired prior to the time such
capital would otherwise be retired under the provisions of these Bylaws,
to retire capital credited to any such patron immediately upon such
terms and conditions as the Board, acting under policies of general
application, and the legal representatives of such patron's estate shall
agree upon; provided, however, that the financial condition of the
Cooperative will not be impaired thereby. The patrons of the
Cooperative, by dealing with the Cooperative, acknowledge that the terms
and provisions of the Articles of Incorporation and Bylaws shall
constitute and be a contract between the Cooperative and each patron,
and both the Cooperative and the patrons 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 Bylaws shall be called to the attention of each patron of
the Cooperative by posting in a conspicuous place in the Cooperative's
office. Return
to Top
ARTICLE VIII-DISPOSITION OF PROPERTY This article paraphrases
Wyoming Statute 17-20-1201. When not in the regular course of business,
a cooperative utility may dispose of all or a substantial portion of its
assets only after certain action by the board of directors and members.
The board of directors must take the following action before the members
may meet to vote on approval of disposition of assets:
(a) Two qualified independent analysts shall review the asset
disposition proposal and determine its effect on rates for utility
services and equity position of members;
(b) The utility must provide at least 90 days notice to members of the
meeting date to vote on the disposition, with a summary of the
proposal and noting the availability for review of the full proposal
at the utility offices;
(c) Up to 30 days prior to the meeting date, any alternate purchase
proposals that are submitted shall be summarized and mailed to
members. Two-thirds of all members must approve the sale or
disposition.
ARTICLE IX-SEAL The corporate seal of the
Cooperative shall have inscribed thereon the name of the Cooperative and
words "Corporate Seal, Afton, Wyoming." Return
to Top
ARTICLE X-FINAL TRANSACTIONS SECTION 1. Contracts.
Except as otherwise provided in these Bylaws, the Board may authorize
any officer of 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. All checks, drafts or other orders for the payment of
money, all notes, bonds or other evidences or indebtedness issued in the
name of the Cooperative shall be signed and/or countersigned by such
officer of officers, agent or agents, employee or employees of the
Cooperative determined by resolution of the Board. SECTION 3. Deposits.
All funds, except petty cash of the Cooperative, shall be deposited to
the credit of the Cooperative in such bank or banks as the Board may
select. SECTION 4. Fiscal Year.
The fiscal year of the Cooperative shall begin on the first day of
January of each year and shall end on the thirty-first day of December
of the same year. Return
to Top
ARTICLE XI-MISCELLANEOUS SECTION 1. Membership in
Other Organizations. The Cooperative shall not become a member of,
or purchase stock in, any other organization without an affirmative vote
of the members at a duly held meeting, the notice of which shall specify
that action is to be taken upon such proposed membership or stock
purchase; provided, however, that the Cooperative may, upon the
authorization of the Board, purchase stock in or become a member of any
corporation or organization organized on a non-profit basis for the
purpose of engaging in or furthering the cause of rural electrification,
or any other corporation for the purpose of acquiring facilities. SECTION 2. Waiver of
Notice. Any member or board member may waive in writing any notice
of a meeting required to be given by these Bylaws. The attendance of a
member or board member at any meeting shall constitute a waiver of
notice of such meeting by such member or board member, except in case a
member or board member shall attend a meeting for the express purpose of
objecting to the transaction of any business on the ground that the
meeting has not been lawfully called or convened. SECTION 3. Policies,
Rules and Regulations. The Board shall have power to make and adopt
such policies, rules and regulations, not inconsistent with law, the
Articles of Incorporation or these Bylaws, as it may deem advisable for
the management of the business and affairs of the Cooperative. SECTION 4. Accounting
System and Reports. The Board shall cause to be established and
maintained, a complete accounting system subject to applicable laws and
rules and regulations of any regulatory body. The Board shall retain a
certified public accountant to perform an audit of the accounts and
books to determine the financial conditions of the Cooperative. A report
of such audit shall be submitted to the members at the next following
annual meeting. The Board shall also designate a given twelve (12) month
period to serve as the Cooperative's financial year. SECTION 5. Area
Coverage. The Board shall make diligent effort to see that electric
and gas service is extended to all unserved persons within the
Cooperative service area who (a) desire such service and (b) meet all
reasonable requirements established by the Cooperative as a condition of
such service. SECTION 6.
Indemnification. In addition to the other powers now or hereafter
conferred upon the Corporation by these Articles of Incorporation, the
Wyoming Business Corporation Act or otherwise, the Corporation shall
possess and may exercise all powers to indemnify directors, officers,
employees, fiduciaries and other persons and all powers whatsoever
incidental thereto (including, without limitation, the power to advance
expenses and the power to purchase and maintain insurance with respect
thereto), without regard to whether such powers are expressly provided
for by the Wyoming Business Corporation Act. The Board of Directors is
authorized on behalf of the Corporation and without member action to
exercise all of the Corporation's powers of indemnification, whether by
provision in the Bylaws or otherwise. SECTION 7. Elimination
of Certain Liabilities of Directors. There shall be no personal
liability, either direct or indirect, of any director of the Corporation
to the Corporation or its members for monetary damages for any breach or
breaches of fiduciary duty as a director; provided, however, that this
provision shall not eliminate or limit the liability of a director to
the Corporation or its members for monetary damages for any breach, act,
omission, or transaction as to which the Wyoming Business Corporation
Act (as in effect from time to time) expressly prohibits the elimination
of liability. This provision shall not limit the rights of directors of
the Corporation for indemnification or other assistance from the
Corporation. Any repeal or modification of the foregoing provisions by
the members of the Corporation or any repeal or modification of the
provisions of the Wyoming Business Corporation Act that permits the
elimination of liability of directors by this language, shall not affect
adversely any elimination of liability, right or protection of a
director of the Corporation with respect to any breach, act, omission,
or transaction of such director occurring prior to the time of such
repeal or modification.
ARTICLE XII-AMENDMENTS These Bylaws may be
altered, amended or repealed by the Board of Directors at any regular or
special meeting, provided the notice of such meeting shall have
contained a copy of the proposed alteration, amendment or repeal.
Adopted: August 22, 1968 Return
to Top
Revisions: Article III Section 5 May
22, 1969
Article VIII June 24, 1971
Article IV Section 2 March 23, 1972
Article I Section 6 November 30, 1977
Article III Section 5 June 22, 1978
Article IV Section 2 July 27, 1978
Article IV Section 7 May 24, 1979
Article III Section 5 January 20, 1981
Article IV Section 4 January 20, 1981
Article IV Section 2 November 16, 1981
Article V Section 1 April 26, 1984
Article IV Section 3 October 31, 1984
Article IV Section 5 November 19, 1986
Article I. June 30, 1987
Article VI Sections 4 & 6 June 30, 1987
Article XI Section 4. July 23, 1987
Article IV Section 4 July 6, 1989
Article IV Section 5 July 6, 1989
Article IV Section 8 July 6, 1989
Article VI Section 6 July 6, 1989
Article VII Section 2 July 6, 1989
Article VIII Section 2 July 6, 1989
Article III Section 3 March 21, 1991
Article I Section 5 September 30, 1993
Article II Section 1 September 30, 1993
Article III Section 1 September 30, 1993
Article VI Section 2, 3, 4, 5, 6. September 30, 1993
Article XI Section 4. September 30, 1993
Article XI Section 6 November 29, 1993
Article IV Section 5 April 24, 1997
Article I Sections 1 & 5 June 26, 1997
Article IV Sections 3 & 5 June 26, 1997
Article VII Section 2 June 26, 1997
Article VIII June 26, 1997
Article XI Sections 1, 4 5 June 26, 1997
Article III Section 4 & Article IV Section 5March 26, 1998
Article VI Sections 1, 4, 5 & 8 June 30, 1998
