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 and rights permitted by Florida law, except such as are prohibited by law, the articles of incorporation or by these bylaws conferred upon or reserved to the members.
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 spouses, 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.
(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). ln 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. The board seats shall be designated one through ten.
SECTION 3. NOMINATION BY PETITION. Any fifteen or more members may nominate by petition, at least forty-five (45) days but not more than ninety (90) days before the Annual Meeting, a member, who is not currently holding a Board seat, to serve for a designated Board seat. Said petition forms are available from the Cooperative and must state the reasons why the member seeks to run for the Board seat and must designate by number which available seat the member seeks. The Secretary shall mail with the notice of the meeting a statement of the number of Trustees to be elected and showing the nominations made by petition, if any, together with any incumbents who wish to run for re-election, who do not need to be nominated by petition for re-election. 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 4. APPEAL PROCESS. If it is determined that a nominee does not meet the qualifications stated in the bylaws, the nominee may file a written notice of challenge with the Secretary within five (5) business days stating the grounds for the challenge and including any supporting documentation. Upon receipt of a timely challenge, the Board shall schedule a special meeting. At the special meeting, the nominee may appear in person or by counsel and present evidence; the Board may likewise present evidence. The Board shall thereafter render a final written decision, including findings of fact and the basis for its determination. The decision shall require the affirmative vote of a majority of the Trustees present and voting, excluding any Trustee who is a candidate for election at the upcoming annual meeting. If the Board determines the nominee is qualified, the nominee shall be certified; otherwise, the non-certification decision shall stand.
SECTION 5. REMOVAL OF TRUSTEES BY MEMBERS. Any member may bring charges against a Trustee for just cause 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. “Just cause” includes but is not limited to: official misconduct or gross negligence while in the performance of official duties, and/or a final conviction of a felony. 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 President shall determine the order and procedure for hearing the petition at the meeting. The members of the Cooperative shall be notified of the call for removal and the date and time of the meeting at which the matter will be considered, as provided in Article III, Section 3 of these Bylaws. The question of the removal of such Trustee shall be considered and voted upon at the next regular or special meeting of the members. Any vacancy created by such removal may be filled by the Board of Trustees in accordance with Section 6 of this Article.
SECTION 6. REMOVAL OF TRUSTEES BY BOARD OF TRUSTEES. Any member of the Board of Trustees may call for removal for cause of a fellow Trustee by filing with the Secretary a written statement of the allegations constituting cause for removal. The statement must be signed by no less than four (4) of the current Trustees. The statement shall be delivered to the affected trustee by USPS certified mail return receipt requested, by hand delivery, or by an overnight courier service for which a receipt is given. The Board shall then conduct a preliminary hearing on the Statement no sooner than ten days after delivery of the Statement to determine if there is probable cause to proceed with a removal action as specified herein. The affected Trustee shall have an opportunity at the preliminary hearing to be heard in person or by counsel and to admit or deny the allegations in the Statement. At the conclusion of the preliminary hearing, the Board shall convene an executive session to either determine that there is no probable cause to proceed with the removal action, in which event the matter shall be closed, or determine that there is probable cause and set the matter for a removal hearing as hereinafter set forth. If the Board determines that there is probable cause for removal of the affected Trustee, the matter will be considered at the next regular meeting of the Board of Trustees or at a special meeting of the Board called for that purpose, subject to the notice requirements of these Bylaws. At the meeting where the removal of the Trustee shall be considered, the Trustee shall have an opportunity to be heard in person or by counsel and to present evidence in respect of the charges. The Trustee or Trustees bringing the charges against the affected Trustee shall have the same opportunity. The President shall determine the order and procedure for hearing the removal action. The members of the Cooperative shall be notified of the call for removal and the date and time of the meeting at which the matter will be considered, as provided in Article III, Section 3, of these Bylaws. The question of the removal of the Trustee shall be considered and determined by a majority of the Trustees present and voting at the meeting. The vacancy created by a removal may be filled by the Board of Trustees in accordance with Section 6 of this article.
SECTION 7. VACANCIES. Subject to the provisions of these bylaws with respect to the filling of vacancies caused by the removal of Trustees by the members, 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 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. The office of a Trustee is subject to being declared vacant and subject to being filled pursuant to this Section if (1) the Trustee shall have failed to attend as many as three consecutive meetings of the board, whether special or regular, and at least two-thirds of the remaining Trustees in office determine, in their sole judgment, that such failure did not occur for justifiable cause and will likely recur; or (2) the Trustee, as determined in their sole judgment by at least two-thirds of the remaining Trustees in office, has become incapable of performing the duties of a Trustee and such incapability is not likely to cease within a reasonable time; or (3), such Trustee is no longer a bona fide resident of the district such Trustee was elected to represent, and the Board finds such change of residence is permanent; or (4) such Trustee is adjudged by a least two-thirds of the remaining Trustees to be guilty of official misconduct, gross negligence while in the performance of official duties, and/or of final conviction of a felony. The member elected as Trustee to fill the vacancy must reside in the same district as the Trustee to whose office he/she succeeds.
SECTION 8. 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.