Bylaws

BY-LAWS OF ESCAMBIA RIVER ELECTRIC COOPERATIVE, INC.

ARTICLE I

MEMBERSHIP

SECTION 1. MEMBERSHIP ELIGIBILITY. Any person, firm, association, corporation, body politic or subdivision thereof, or any other legal entity may be eligible to become a member of Escambia River Electric Cooperative, Inc., (“Cooperative”) by:

(a) therein Complying with the Cooperative’s membership application procedures;

(b) Agreeing to use, receive or purchase from the Cooperative,

(1) any service, product, commodity, equipment, or facility from or through the Cooperative reasonably related to the Cooperative’s furnishing of electric service to its membership; or

(2) when authorized by the Board of Trustees (the “board”), any other service, product, commodity, equipment, or facility from or through the Cooperative;

(c) Agreeing to comply with and be bound by the Cooperative’s articles of incorporation, by-laws, policies, service rules and regulations, as they now exist and as they are hereinafter amended from time-to-time by the board, and including, but not limited to the Safety Rules and Regulations of the Florida Public Service Commission and the National Electric Safety Code (all of the foregoing collectively referred to “the Governing Documents”; and

(d) Paying the amounts hereinafter specified; provided, however, that the board may refuse membership for any applicant who is unable to comply with the membership eligibility requirements, or for other good cause.

SECTION 2. MEMBERSHIP CERTIFICATES. Membership in the Cooperative may be evidenced by a membership certificate or by a receipt which shall be in such form and shall contain such provisions as shall be determined by the board.

SECTION 3. 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 this Article, may be accepted for such membership. 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 foregoing, the effect of the hereinafter-specified actions by or in respect to the holders of a joint membership shall be as follows:

(a) The presence at a meeting of either or both shall be regarded as the presence of one member and shall have the effect 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 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 trustee, provided that both meet the qualifications for such office.

SECTION 4. 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 to comply with the articles of incorporation, by-laws and rules and regulations adopted by the board. The outstanding membership certificate shall be surrendered, and shall be reissued in such manner as shall indicate the changed membership status.

(b) Upon the death of either spouse who is a party to the joint membership, such membership shall be held solely by the survivor.

SECTION 5. MEMBERSHIP AND SERVICE CONNECTION FEES. Applicants for membership shall pay to the Cooperative such membership fees, dues, assessments, deposits, contributions, or other amounts as required by these bylaws, the Governing Documents, or by the board. Unless waived in writing by the board, or barred by applicable law, an applicant shall also pay the Cooperative, as a condition precedent to membership and receipt of electric service, all outstanding amounts owed the Cooperative by the applicant.

SECTION 6. 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 this application for membership, and shall pay therefore monthly at rates which shall from time to time be fixed by the board provided, however, that the board may limit the amount of electric energy which the Cooperative shall be required to furnish to any one member. The member may also purchase other utility services subject to specific terms and conditions of those service offerings. It is expressly understood that amounts paid for electric energy or other utility services in excess of the cost of service from and after January 1, 1947, are furnished by members or other patrons as capital and each member or other patron shall be credited with the capital so furnished as provided in these by-laws. Each member or other patron shall also pay to the Cooperative a minimum amount per month regardless of the amount of electric energy consumed, as shall be fixed by the board from time to time. Each member shall also pay all amounts owed by the member to the Cooperative as and when the same become due and payable.

SECTION 7. TERMINATION OF MEMBERSHIP. Any member may withdraw from membership upon compliance with such uniform terms and conditions as the board may prescribe. The board 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 the provisions of any of the Governing Documents, 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. An expelled member may be reinstated by vote of the board or by vote of the members at any annual or special meeting.

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 the member’s estate from any debts due the Cooperative. The Cooperative may terminate electric or other services to a member for failure of the member to pay for those services, and for failure to comply with the governing documents, in accordance with such termination of service policies and procedures as the board shall approve.

SECTION 8. NO RESTORATION OF SERVICE PENDING DELINQUENCY. In the event a membership is terminated due to delinquency in payment of an obligation due the Cooperative and service to such member is discontinued, the Cooperative shall not accept an application for membership by another member of the delinquent’s household, or resume service to such household until such delinquency has been paid in full.

ARTICLE II

RIGHTS AND LIABILITIES OF MEMBERS

SECTION 1. PROPERTY INTEREST OF MEMBERS. Upon dissolution, after all debts and liabilities of the Cooperative shall have been retired as provided in these by-laws, the remaining property and assets of the Cooperative shall be distributed among the members and former members, during the then current length of the Cooperative’s capital credit rotation cycle, in the proportion which the aggregate patronage of each bears to the total patronage of all members.

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 MEETINGS. The annual meeting of the members shall be held in the month of April of each year at such place and time in either Escambia County or Santa Rosa County, State of Florida, as shall be determined by the board. The annual meeting of the members shall be held for the purpose of electing Trustees, receiving reports covering the previous fiscal year and transacting any and all such other business as may come before the meeting.

SECTION 2. SPECIAL MEETINGS. Special meetings of the members may be called by resolution of the board, 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 hereinafter provided. Special meetings of the members may be held at any place within the Counties of Escambia or Santa Rosa, State of Florida, specified in the notice of the special meeting.

SECTION 3. NOTICE OF MEMBER’S MEETINGS. Written or printed notice stating the place, day and hour of the meeting and, in case of a special meeting or an annual meeting at which business other than that listed in Section 7 of this article is to be transacted, the purpose or purposes for which the meeting is called, shall be delivered not less than ten days nor more than twenty-five days before the date of the meeting, either personally or by mail, by or at the direction of the Secretary, or upon a default in duty by the Secretary, by the persons calling the meeting to each other. 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 that may be taken by the members at any such meeting.

SECTION 4. QUORUM. Fifty members or three per centum of the members, whichever shall be the larger, shall constitute a quorum. Notwithstanding the foregoing, the board may, by resolution adopted at least ten days prior to any meeting of the members, change the quorum requirement to the statutory minimum of one per centum of the members. 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. Those voting by absentee ballots shall be counted as present for purposes of determining a quorum.

SECTION 5. VOTING. Each member shall be entitled to only one vote. Any membership that is held by a party that is not a natural person as specified in Article I, Section 1, may designate in writing a person to vote in a manner prescribed by the board. 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 articles of incorporation or these by-laws.

SECTION 6. ABSENTEE VOTING. At any meeting of the members, any member may vote by absentee ballot for the election or removal of trustees, and for or against the alteration, amendment, or repeal of by-laws. Any member desiring to vote by absentee ballot, shall request a ballot from the Cooperative Office not more than fifteen (15) days prior to the annual or special meeting. All absentee ballots shall be returned to the Cooperative Office not less than one (1) day prior to the annual or special meeting. The presence in person of a member at a meeting wherein he has previously voted by absentee ballot shall revoke the ballot, and the member shall be entitled to vote in the same manner and with the same effect as if he had not executed the absentee ballot. In case of a joint membership, an absentee ballot may be executed by either the husband or wife. The presence of either the husband or wife at a meeting of the members shall revoke the absentee ballot executed by either of them and such joint member or members shall be entitled to vote at such meeting in the same manner and with the same effect as if the absentee ballot had not been executed. All absentee ballots shall be opened and counted during the annual or special meeting.

SECTION 7. ORDER OF BUSINESS. The order of business at the annual meeting of the members and, so far as possible, at all other meeting of the members, shall be essentially as follows:

  1. Determination of a quorum.
  2. Reading of the notice of the meeting and proof of the due publication of mailing thereof, or the waiver or waivers of notice of the meeting, as the case may be.
  3. Reading and approval of minutes of previous meetings of the members and the taking of necessary action thereon.
  4. Announcement of candidates for Board of Trustees.
  5. Election of trustees.
  6. Reports of officers, trustees, and committees.
  7. Unfinished business.
  8. New business.
  1. Adjournment.ARTICLE IV SECTION 2. QUALIFICATIONS AND TENURE. (a) At each annual meeting of the members beginning with the year 1954, Trustees shall be elected by ballot, by and from the members, to serve for the periods hereinafter set out or until their successors shall have been elected and shall have qualified, subject to the provisions of these by-laws with respect to the removal of Trustees. No member shall be eligible to become or remain a Trustee or to have any position of trust in the Cooperative who is not a bona fide resident in the area served by the Cooperative, has not been a member in good standing of the cooperative for a minimum of five (5) years, or who is in any way employed by or who has a significant and substantial interest in: (i) a competing enterprise, or (ii) a business selling electric energy or supplies to the Cooperative. No person shall take or hold office as a Trustee who has been convicted of a crime which constitutes a felony and has not had their civil rights restored, and no member shall take or hold office, subject to the following, as a Trustee, if they have been lawfully charged or served with a grand jury indictment or warrant for a crime which constitutes a felony in any Federal or state jurisdiction: provided, in the event a Trustee is a member of the board at the time of the issuance of a warrant or indictment of the Trustee, the board shall have the power at the next meeting, regular or special, to vote to retain the charged sitting Trustee in the event that a majority of the board, not counting the vote of the accused, determines that there are reasonable grounds to believe that the accusations are either a mistake or have no basis in fact. In any event, the trustee accused or charged shall have no vote on the board until the criminal charges are disposed of by the appropriate legal authorities and in the event the charges are not dismissed within 90 days after the aforementioned board meeting, the Trustee shall cease to be a member of the board and the vacancy shall be filled as provided in these by-laws; in the event the board takes no action or the vote on retention fails for lack of majority, the member shall no longer be a Trustee and the vacancy shall be filled as provided in these by-laws. When a membership is held jointly by a husband and wife, either one, but not both, may be elected a Trustee provided, however, that neither one shall be eligible to become or remain a Trustee or to hold a position of trust in the cooperative unless both shall meet the qualifications herein above set forth. Should any Trustee fail to attend the regular monthly board meeting, without having been excused, three consecutive times, the trustee shall cease to be a member of the board after the third meeting that the trustee fails to attend without having been excused and the resulting vacancy shall be filled as prescribed in these by-laws by the remaining members of the board; provided however, that the board may excuse an absence by a Trustee for good cause shown, either before or after the absence. Good cause shall include, but is not limited to, absences for medical reasons and absences due to attendance at conferences, meetings, or other events on behalf of the Cooperative. SECTION 3. NOMINATIONS. The President, with the approval of the board, or the board, if the President fails to do so, shall appoint a nominating committee of not less than five nor more than eleven members who shall be selected so as to give equitable representation on the committee to the geographical areas served or to be served by the Cooperative. The nominating committee shall be appointed no later than the conclusion of the regular board meeting held two months prior to the annual meeting of the members. No person serving on the committee shall be appointed or allowed to serve on the next following nominating committee. No officer or member of the board shall be appointed a member of such committee. The committee shall prepare and post at the principal office of the Cooperative at least forty-five (45) days before the meeting a list of nominations for Trustees, but any fifteen or more members may make other nominations in writing over their signatures not less than forty-five (45) days prior to the meeting and the Secretary shall post the same 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 a statement of the number of Trustees to be elected and showing separately the nominations made by the committee on nominations and the nominations made by petition, if any. The members may, at any meeting at which a Trustee or Trustees shall be removed, hereinbefore provided, elect a successor or successors, hereto without compliance with the foregoing provisions with respect to nominations: and when any vacancy on the board is filled, the Trustee elected to fill such vacancy shall be a resident of the same county as that of the previous Trustee whose place is being filled. SECTION 5. VACANCIES. Any vacancy on the board may be filled by majority vote of the remaining Trustees for the unexpired portion of the term of the vacancy, or the board may elect not to fill a vacancy, leaving it to the nominating committee and the members as provided in Section 3 hereof to nominate qualified candidates for election to serve the unexpired term at the next annual meeting of the members. MEETINGS OF TRUSTEES SECTION 1. REGULAR MEETINGS. A regular meeting of the board shall be held without notice other than this by-law, immediately after, and at the same place as, the annual meetings of the members. A regular meeting of the board shall also be held monthly, at such time and place in Escambia or Santa Rosa Counties, Florida, as the board may provide by resolution. Such regular monthly meetings may be held without notice other than such resolution fixing the time and place thereof. SECTION 3. NOTICE OF TRUSTEES’ MEETINGS. Written notice of the time, place and purpose of any special meeting of the board shall be delivered not less than five days prior thereto, either personally, by mail, or by facsimile (provided a confirmatory report is available) to each Trustee. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail postage prepaid, addressed to the Trustee at the Trustees’ address as it appears on the records of the Cooperative. SECTION 5. BOARD EXECUTIVE COMMITTEE.2. At the next board meeting of the full board of Trustees following any exercise of board authority, the board executive committee shall report to the board regarding the executive committee’s exercise of board authority. ARTICLE VI SECTION 2. ELECTION AND TERM OF OFFICE. The board shall elect required officers by ballot, by the affirmative vote of a majority of the Trustees in office, at the meeting of the board held immediately after the annual meeting of the members, or as soon thereafter as is reasonably possible and convenient. The election shall be by secret written ballot unless the board, by resolution determines otherwise. Only members of the board shall be eligible to serve as a required officer. Subject to removal by the board, each required officer shall hold office until the required officer’s successor is duly elected. The board shall fill any vacant required officers position for the remaining unexpired portion of the required officer’s term. SECTION 4. PRESIDENT. Unless otherwise determined by the board, and unless otherwise required by law, the articles, or these bylaws, the President: 2. On the Cooperative’s behalf, may sign any document properly authorized or approved by the board or members; and SECTION 5. VICE-PRESIDENT. Unless otherwise determined by the board, and unless otherwise required by law, the articles, or these bylaws, the Vice-President: 2. Shall perform all other duties and shall have all other responsibilities and may exercise all other authority as prescribed by the board. 1. Shall be responsible for preparing minutes of board and member meetings;
  2. 2. Shall be responsible for authenticating the Cooperative’s records;
  3. SECTION 6. SECRETARY. Unless otherwise determined by the board, and unless otherwise required by law, the articles, or these bylaws, the Secretary;
  4. 1. Upon the President’s death, absence, disability, inability or refusal to act, shall perform the duties and shall have the powers of the President; and
  5. 3. Shall perform all other duties, shall have all other responsibilities, and may exercise all other authority as prescribed by the board.
  6. 1. Shall preside or designate another individual to preside at all board and member meetings;
  7. SECTION 3. REMOVAL OF OFFICERS AND AGENTS BY TRUSTEES. Any officer or agent elected or appointed by the board may be removed by the board whenever in its judgment the best interest of the Cooperative will be served thereby.
  8. SECTION 1. REQUIRED OFFICERS. The required officers of the Cooperative shall be a President, Vice-President, Secretary, and Treasurer. The offices of Secretary and of Treasurer may be held by the same Trustee.
  9. OFFICERS
  10. 1. By resolution adopted by a two-third majority of the Trustees, the board may establish an executive committee of the board, comprised of the President, Vice-President, Secretary and Treasurer. Except when prohibited by law, the articles of incorporation, these bylaws, or by the resolution authorizing the executive committee, the board executive committee may exercise all board authority regarding any matter.
  11. SECTION 4. QUORUM. A majority of the members of the board shall constitute a quorum at any meeting of the board. If less than a majority of the Trustees are present at a meeting of the Trustees, a majority of those Trustees present may adjourn the meeting from time to time until the quorum is met, provided, that the Secretary shall send notice in the same manner as provided in Section 3 of this article to any absent Trustee of the time and place of any adjourned meeting. The act of the majority of Trustees present at a meeting in which a quorum is also present shall be the act of the board.
  12. SECTION 2. SPECIAL MEETINGS. Special meetings of the board may be called by the President or by any three Trustees, following which the Secretary shall 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 Escambia or Santa Rosa Counties, Florida) for the holding of the meeting.
  13. ARTICLE V
  14. SECTION 6. COMPENSATION. Unless approved by the members, Trustees and close relatives of Trustees shall not receive any salaries for their services and shall not be employed by the Cooperative in any capacity involving compensation, except in emergencies. Trustees shall be allowed a fixed fee and expenses of attendance at each meeting of the board and for the performance of other Cooperative business with the prior approval of the board. The board shall adopt written policies relating to such fees and reimbursement, which may include payment to the Trustee in advance for any travel or out-of-pocket expenses or reimbursement for the same. The board may also provide for additional compensation for those Trustees who are also officers of the board who perform regular or periodic duties of a substantial nature for and on behalf of the Cooperative in addition to the regular and normal duties and responsibilities of a Trustee.
  15. SECTION 4. REMOVAL OF TRUSTEES BY MEMBERS. Any member may bring charges against a Trustee by filing such charges in writing with the Secretary, together with a petition signed by at least ten per centum of the 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 ten business 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 to 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.
  16. (b) The terms of all Trustees, subject to the removal of Trustees, shall be three (3) years from the date of their election. After the annual Meeting of the members in 1994, the total number of Trustees shall be increased from nine (9) to ten (10). In 1995 two (2) Trustees shall be elected from among members residing in Santa Rosa County, Florida and two (2) trustees shall be elected from among members residing in Escambia County, Florida with a total of five (5) Trustees to serve from Santa Rosa County, Florida, and five (5) Trustees to serve from Escambia County, Florida; every third (3rd) year after there will be four (4) Trustees elected at the expiration of term of office to maintain ten (10) total Trustees with three (3) Trustees elected all other years at the expiration of term of office and from the respective County.
  17. SECTION 1. GENERAL POWERS. The business and affairs of the Cooperative shall be managed by a board of ten 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.
  18. TRUSTEES
    1. 3. May affix the Cooperative’s seal to any document authorized or approved by the board or members; and SECTION 7. TREASURER. Unless otherwise determined by the board, and unless otherwise required by law, the articles, or these bylaws, the Treasurer shall perform all duties, and shall have all responsibility, and exercise all authority, as prescribed by the board. SECTION 9. OTHER OFFICERS. The board may elect or appoint other officers. Other officers: 2. Must be elected or appointed by the board; 4. May assist required officers; and SECTION 10. OFFICERS STANDARD OF CONDUCT. By resolution or policy the board shall establish Standards of Conduct for all officers of the Cooperative, which standards shall be no less than those required by law. ARTICLE VII SECTION 2. PATRONAGE CAPITAL IN CONNECTION WITH FURNISHING ELECTRIC ENERGY. In the furnishing of electric energy and other utility services, the Cooperative’s operation 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 from the furnishing of electric energy and other utility services in excess of operating costs and expenses properly chargeable against the furnishing of electric energy or other utility service. The formula for determining the amount of such patronage capital for each member or other patron shall be determined by the board. 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 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 may after the close of the fiscal year notify each patron of the amount of capital so credited to his account. All amounts credited to the capital accounts of any patron shall have the same status as though they had been paid to patron in cash in pursuance of a legal obligation to do so and the patron had then furnished the Cooperative corresponding amounts for capital. To the extent necessary and in the sole discretion of the board, the Cooperative may establish separate allocation units for utility services other than the provision of electric energy in order to ensure that margins are equitably allocated among all members and other patrons. The board shall determine the cost allocation and accounting rules for any separate allocation. In the event of dissolution or liquidation of the Cooperative, not to include merger or consolidation with another electric membership 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 accounts of property rights of members. In the event of a consolidation or merger, all capital credits which have earned by the members or other patrons of the Cooperative shall either be paid or be preserved unimpaired and shall continue to exist as credits to a capital account of each member or other patron in the corporation merged with or created by consolidation. If, at any time prior to dissolution or liquidation, the board shall determine that the financial condition of the Cooperative will not be impaired thereby, the capital credited to members’ or other patrons’ accounts may be retired in full or in part. Any such retirements of capital shall be made in order of priority according to the year in which the capital was furnished and credited, the capital first received by the Cooperative being the first retired provided, however, that beginning with the year 1988, cash made available for retirement in any year may be used to retire capital furnished by all patrons during the most recent fiscal year subject to the requirement that at least fifty per centum (50%) of such cash shall be applied to the retirement of the oldest outstanding capital credits, however, after retirement of capital credited for year 1988 in full, the board shall determine the method basis, priority and order of retirements, of any, for all amounts thereafter furnished as capital. If any member (“member” used herein shall include a former member) fails to claim any check representing retirement of capital credits or other credits due members by the Cooperative within two years after payment has been attempted by a check mailed to the last address provided by member to the Cooperative, such failure shall be and shall constitute an irrevocable assignment and gift by such member of such credits to a qualified educational charity to be selected by the Cooperative’s Board of Trustees. “Fails to claim” shall mean failure to negotiate a check or the return of a check mailed to the last address provided by the member. “Qualified educational charity” means an educational charity accepted by the Internal Revenue Service as a 501 (C)3 charity. The date of such assignment and gift shall be two (2) years from the date of the check issued until sixty (60) days has expired from the date of publication in the Cooperative’s newsletter or in a newspaper of general circulation of a notice that credits over two (2) years old must be claimed within sixty (60) days or be deemed irrevocably assigned. If for any reason an amount due a member is not assigned to a qualified educational charity as previously stated, or if the Cooperative owes a member an amount, credit, or refund not covered anywhere else in these bylaws (all such amounts for purposes of this paragraph shall be referred to “other amounts”), then, notwithstanding any other provision of these bylaws, if any member/patron or former member/patron fails to claim such other amounts from the Cooperative within two years after payment of the same has been available to him by notice or check mailed to him at his last address furnished by him to the Cooperative, such failure shall be and constitute a contribution to the capital of the Cooperative by such member/patron or former member/patron of such capital credit or other payment to the Cooperative. Failure to claim any such other amounts within the meaning of this section shall include, but is not limited to, the failure by such member/patron or former member/patron to cash any check representing such other amounts mailed by the Cooperative to the last address furnished by him to the Cooperative. The contribution to the capital of the Cooperative provided for under this section shall become effective only upon the expiration of two (2) years from the date when such payment was made available to such member/patron or former member/patron without claim therefore and only after the further expiration of sixty (60) days following the giving of a notice by mail and publication that unless such other amounts is claimed within said sixty (60) day period, such contribution to the Cooperative shall become effective. The notice by mail herein provided shall be one mailed by the Cooperative to such member/patron or former member/patron at the last known address and the notice by publication shall be two (2) consecutive insertions in a newspaper circulating in the service area of the Cooperative. DISPOSITION OF PROPERTY The Cooperative may not sell, mortgage, lease, or otherwise dispose of or encumber any substantial portion of its property unless such sale, mortgage, lease, or other disposition or encumbrance is authorized at a duly held meeting of the members thereof by the affirmative vote of not less than two thirds of all of the members of the Cooperative, and unless the notice of such proposed sale, mortgage, lease, or other disposition or encumbrance shall have been contained in the notice of the meeting. However, notwithstanding anything herein contained, or any other provisions of law, the board of the Cooperative, without authorization by the members thereof, shall have full power and authority to authorize the execution and delivery of a mortgage or mortgages or deed or deeds of trust upon, or the pledging or encumbrance of any of the property, assets, rights, privileges, licenses, franchises and permits of the Cooperative, whether acquired, or to be acquired, and wherever situated, as well as the revenue and income there from, all upon such terms and conditions as the board shall determine, to secure any indebtedness of the Cooperative to the United States or any instrumentality or agency thereof, to any person, corporation, financing institution, or entity lending money to the Cooperative.ARTICLE IX FINANCIAL TRANSACTIONS SECTION 1. CONTRACTS. Except as otherwise provided in these by-laws, the board may authorize any officer or officers, agent or agents to enter into any contract or execute and deliver any instrument in the name and on behalf of the Cooperative, and such authority may be general or confined to specific instances. SECTION 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 may select. SECTION 5. FISCAL YEAR. Unless the board determines otherwise by resolution, the fiscal year of the cooperative shall begin on the first day of January of each year and end on the thirty-first day of December of the same year.ARTICLE XI SECTION 2. WAIVER OF NOTICE. To the extent allowed by law, and the articles, the failure of any member or Trustee to receive notice of any meeting, action, or vote does not affect, or invalidate any action or vote taken by the members or the board. Any member or Trustee may waive in writing any notice of a meeting required to be given by these by-laws. The attendance of a member or Trustee at any meeting shall constitute a waiver of notice of such meeting by such a 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 4. ACCOUNTING SYSTEM AND REPORTS. The Board of Trustees shall cause to be established and maintained a complete accounting system which, among other things, subject to applicable laws and rules and regulations of any regulatory body, shall conform to such accounting system as may from time to time be designated by the Administrator of the Rural Utilities Service, Department of Agriculture, United States of America. All accounts of the Cooperative shall be examined by a committee of 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 make a full and complete audit of the accounts, books and financial condition of the Cooperative as of the end of such fiscalannual meeting.ARTICLE XII SECTION 1. AMENDMENT OF BYLAWS: These bylaws may be altered, amended or repealed by the members at any regular or special meeting, provided the notice of such meeting shall include a copy of the language of the proposed alteration, amendment or repeal (for purposes of this Article XII, the term, “amendment” shall include the amendment of an existing bylaw, the repeal of an existing bylaw and the adoption of a new bylaw). (a) If an amendment is proposed by the board, it shall first be adopted by a majority of the trustees present and voting at any regular or special meeting of the board. Thereafter, such amendment shall be presented to the membership at the annual meeting of the members, or at any special meeting of the members, provided that due notice of the amendments is given as provided in Section 1. These bylaws were duly adopted by the majority vote of the members, at the regular meeting of the members at which a quorum was present on the
      day of
      , 2003. (Corporate Seal) , Secretary
    2. (b) Members may initiate amendments to the bylaws by petition in the manner provided by Florida Statute §425.18 (2002).
    3. SECTION 2. PROCEDURE FOR AMENDING BYLAWS: Amendments to these bylaws shall be initiated by either a resolution adopted by the board or by a petition of the members.
    4. AMENDMENTS
    5. year. A report of such audit shall be submitted to the members at the next following
    6. 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 or these by-laws, as it may deem advisable for the management, administration and regulation of the business and affairs of the Cooperative.
    7. SECTION 1. MEMBERSHIP IN OTHER ORGANIZATIONS. Except when prohibited by law, or by the rules and regulations of the RUS, the Cooperative may become a member in any other organization by action of the board at any time the board so determines.
    8. MISCELLANEOUS
    9. SECTION 4. CHANGE IN RATES. So long as the Cooperative is indebted to the United States or any instrumentality thereof, written notice shall be given to the Administrator of the Rural Utilities Service, Department of Agriculture, United States of America not later than ninety days prior to the date upon which any proposed changed in the rates charged by the Cooperative for electric energy becomes effective.
    10. SECTION 2. CHECKS, DRAFTS, ETC. All checks, drafts, or other orders for the payment of money and all notes, bonds, or other evidences of indebtedness issued in the name of the Cooperative shall be signed by such officer or officers, agent or agents, employee or employees of the Cooperative and in such manner as shall from time to time be determined by resolution of the board.
    11. ARTICLE X
    12. Unless the board determines otherwise by resolution, 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, State of Florida.”
    13. SEAL
    14. ARTICLE VIII
    15. The members or other 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 member or other patron, and both the Cooperative and the members or other patrons are bound by such contract, as fully as though each member or other 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 member or other patron of the Cooperative by posting in a conspicuous place in the Cooperative’s office.
    16. Notwithstanding any other provision of these by-laws, the board, at its discretion, shall have the power at any time upon the death of any member or other patron, if the legal representative of his estate requests in writing that the capital credited to any such member or other patron, be retired prior to the time such capital would otherwise be retired under the provisions of these by-laws, to retire capital credited to any such member or other patron immediately upon such terms and conditions as the board, acting under policies of general application, and the legal representatives of such member’s or other patron’s estate shall agree upon; provided, however, that the financial condition of the Cooperative will not be impaired thereby.
    17. Capital credited to the account of each member or other patron shall be assignable only on the books of the Cooperative pursuant to written instructions from the assignor and only to successors in interest or successors in occupancy in all or part of such member’s or other patron’s premises served by the Cooperative unless the board acting under policies of general application, shall determine otherwise. In the event that a non-member patron, shall elect, to become a member of the Cooperative the capital credited to the account of such non-member patron may be applied by the Cooperative toward the payment of a membership fee on behalf of such non-member patron.
    18. All other amounts received by the Cooperative from its operations in excess of cost 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, may be added to the Cooperative’s retained capital or allocated to its members and other patrons on a patronage basis at the discretion of the board and any amount so allocated shall be included as part of the capital credited to the accounts of members and other patrons, as herein provided. To the extent these amounts are included as part of the capital credited to the accounts of members, such amounts shall be allocated as herein provided.
    19. For the purpose of these bylaws, the term “patron” refers to any customer of the Cooperative who is entitled to receive a patronage capital allocation in the form of a patronage dividend or a patronage capital credit.
    20. 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.
    21. NON-PROFIT OPERATION
    22. SECTION 11. AUTHORITY TO EXECUTE DOCUMENTS. On the Cooperative’s behalf, any two required officers may, sign, execute, and acknowledge any document properly authorized or approved by the board or members. The board may, by resolution, authorize the Chief Executive Officer, additional Cooperative Trustees, other officers, employees, agents, or representatives to sign, execute, and acknowledge any document on the Cooperative’s behalf.
    23. 5. Shall perform such duties, responsibilities, and shall have such authority as prescribed by the board.
    24. 3. May be elected by secret written ballot and without prior nominations;
    25. 1. May be Trustees, Cooperative employees, or other individuals;
    26. SECTION 8. CHIEF EXECUTIVE OFFICER. The principal executive officer of the Cooperative shall be a general manager appointed or employed by the board. The general manager shall also hold the office and title of Chief Executive Officer and shall perform such duties and responsibilities as prescribed by the board. The Chief Executive Officer shall be responsible to and shall report directly to the board.
    27. 4. Shall perform all other duties and shall have all other responsibilities and exercise all other authority as prescribed by the board.