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.
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 3. POLICIES, RULES AND REGULATIONS. The board of Trustees shall have power to make and adopt such policies, rules, and regulations, not inconsistent with law, the articles of incorporation or these by-laws, as it may deem advisable for the management, administration and regulation of the business and affairs of the Cooperative.
SECTION 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 fiscal year. A report of such audit may be submitted to the members at the next following annual meeting.
SECTION 5. ALTERNATIVE DISPUTE RESOLUTION. Unless otherwise prohibited by law, any controversy or claim arising out of or relating to these bylaws, or the breach thereof, including but not limited to any claims or controversies related to board governance, or any controversy or claim arising out of or relating to patronage capital or section 425.21, Florida Statute, shall be resolved by binding arbitration administered by the American Arbitration Association in accordance with its arbitration rules after all conditions precedent as set forth in article vii, sections 1 and 3, if applicable, have been met. this agreement involves interstate commerce such that the federal arbitration act, 9 U.S.C. § 1, et seq. shall govern the interpretation and enforcement of this arbitration agreement. The arbitration shall be held in either Escambia or Santa Rosa County, State of Florida, at an exact location to be designated by the party not making the initial demand for arbitration. A judgment on the award rendered by the arbitrator shall be entered in any court having jurisdiction thereof. Each party agrees to pay their own attorneys’ fees and costs and each party agrees to share equally in the cost of the arbitrator.
The parties also agree to waive any right (i) to pursue a class action arbitration, or (ii) to have an arbitration under this agreement consolidated or determined as part of any other arbitration or proceeding. The parties agree that any dispute to arbitrate must be brought in an individual capacity, and not as a plaintiff or class member in any purported class or representative capacity. If any part of this arbitration clause, other than waivers of class action rights, is found to be unenforceable for any reason, the remaining provisions shall remain enforceable. If a waiver of class action and consolidation rights is found unenforceable in any action in which class action remedies have been sought, this entire arbitration clause shall be deemed unenforceable. It is the intention and agreement of the parties not to arbitrate class actions or to have consolidated arbitration proceedings. Should the parties have a dispute that is within the jurisdiction of the small claims courts of the State of Florida, such dispute may be resolved at the election of either party in small claims court rather than through arbitration.
Any member may reject this agreement to arbitrate by sending to the Cooperative at P.O. Box 428, Jay, Florida, 32565, a notice (“rejection notice”) within sixty (60) calendar days of the date of the annual meeting where this arbitration agreement was added to the bylaws or within fourteen (14) calendar days of applying for service with the cooperative as a new member, whichever date is longer. Your rejection notice must include your full name, your current address, your current telephone number, and the account number, and be signed by you. the rejection notice must be mailed with return receipt requested to: rejection notice department. in the event of any dispute concerning whether a member has provided a timely notice of rejection, the member must produce the signed receipt for mailing the rejection notice. in the absence of the signed receipt, the Cooperative’s received date stamp on the rejection notice shall be conclusive evidence of the date of receipt. These instructions constitute the only method that a member can use to exercise the right to reject this arbitration provision.
If the arbitration clause is deemed unenforceable or the parties otherwise litigate a dispute in court, the parties agree to waive any right to a trial by jury in any proceeding brought in court.
SECTION 6. REFERENCE TO GENDER. Any reference to the male gender in these Bylaws shall be construed to mean either male or female gender.
SECTION 7. REFERENCE TO DAYS. For the purposes of these bylaws, all references to days shall mean calendar days unless otherwise stated to mean business days.