ARTICLE I - Membership

Section 1. Requirements for Membership. Any person, firm, association, corporation, or body politic or subdivision thereof will become a member of MID-YELLOWSTONE ELECTRIC COOPERATIVE, INC. (hereinafter called the “Cooperative”) upon receipt of electric service from the Cooperative, provided that he/she or it has first:

       (a)  Filed a written application for membership;

       (b)  Agreed to purchase from the Cooperative electric energy 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 of trustees.

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.  Two individuals 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 bylaws shall be deemed to include two individuals holding a joint membership and any provisions relating to the rights and liabilities of membership shall apply equally with respect to the holders of a joint membership. Without limiting the generality of the foregoing, the effect of the hereinafter specified actions by or in respect to the holders of a joint membership shall be as follows:

                  (a)  The presence at a meeting of either or both shall be regarded as the presence of one member and shall have the effect of revoking a proxy executed by either or both and f constituting a joint waiver of notice of the meeting;

      (b)   The vote of either separately or both jointly shall constitute one vote;

      (c)   A proxy executed by either or both shall constitute one proxy;

      (d)  A waiver of notice signed by either or both shall constitute a joint waiver;

      (e)  Notice to either shall constitute notice to both;

      (f)  Expulsion of either shall terminate the joint membership;

      (g)  Withdrawal of either shall terminate the joint membership;

      (h).  Either but not both may be elected or appointed as an officer or trustee, 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 there of and the agreement by such holder and his or her spouse to comply with the articles of incorporation, bylaws and rules and regulations adopted by the board of trustees, A new application must be completed, and the membership 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. A new application must be completed, and the membership shall indicate the changed membership status; provided, however, that the estate of the deceased shall not be released from any debts due the Cooperative.

 

Section 4. Purchase of Electric Energy. Each member shall, when electric service is made available, purchase all electric energy from the Cooperative at the premises specified in his application for membership, except such electric energy as may be generated by the member himself, and shall pay therefor at rates which shall from time to time be fixed by the board of trustees; provided, however, that the board of trustees may limit the amount of electric energy which the Cooperative shall be required to furnish to any one member. It is expressly understood that amounts paid for electric energy in excess of the cost of service are furnished by members as capital and each member shall be credited with the capital so furnished as provided in these bylaws. Each member shall pay to the Cooperative such minimum amount per month as shall be fixed by the board of trustees from time to time, regardless of the amount of electric energy consumed. Each member shall also pay all amounts owed to the Cooperative as and when the same shall become due and payable.

 

Section 5. Termination of Membership. (a) Any member may withdraw from membership upon compliance with such uniform terms and conditions as the board of trustees may prescribe. The board of trustees of the Cooperative may, by the affirmative vote of not less than two-thirds of all the trustees, expel any member who shall have refused or failed to comply with any of the provisions of the articles of incorporation, bylaws or rules or regulations adopted by the board of trustees, but only if such member shall have been given written notice by the Cooperative that such refusal or failure makes him liable to expulsion and such refusal or failure shall have continued for at least ten days after such notice was given. Any expelled member may be reinstated by vote of the board of trustees or by vote of the members at any annual or special meeting.  (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 from any debts due the Cooperative.

 

 

ARTICLE II - Rights and Liabilities of Members

Section 1. Property Interest of Members.  Members shall have no individual or separate interest in the property or assets of the Cooperative except that, upon dissolution, the property and assets of the Cooperative remaining after all debts and liabilities of the Cooperative are paid shall be distributed among the members in the proportion which the aggregate patronage of each member bears to the total patronage of all members during the seven years next preceding the date of the filing of the certificate of dissolution or, if the Cooperative shall not have been in existence for such period, during the period of its existence.

 

Section 2. Non-liability for debts of the Cooperative.  The private property of the members shall be exempt from execution or other liability for the debts of the Cooperative and no member shall be individually liable or responsible for any debts or liabilities of the Cooperative.

 

 

ARTICLE III - Meetings of Members

Section 1. Annual Meeting.  The annual meeting of the members shall be held once a year at such time and place within one of the counties served by the Cooperative, or by means of remote communication, as shall be designated by the board of trustees, passing upon reports for the previous fiscal year and transacting such other business as may come before the meeting.  In the event that the national welfare or the best interest of the Cooperative shall, in the judgment of the trustees, demand a postponement or cancellation of the annual meeting, such annual meeting may be postponed or cancelled.  Failure to hold the annual meeting at the designated time shall not have any adverse effect on the Cooperative. 

 

Section 2. Special Meetings.  Special meetings of the members may be called by resolution of the board of trustees or upon a written request signed by any three trustees, by the president, or by ten per centum or more of all the members, and it shall thereupon be the duty of the secretary to cause notice of such meeting to be given as hereinafter provided. Special meetings of the members may be held at any place within one of the counties served by the Cooperative or by means of remote communication, 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 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 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. In case of a joint membership, notice given to either member shall be deemed a notice for both. 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.  If the total number of members does not exceed five hundred, ten per centum of the total number of members present shall constitute a quorum. In case the total number of members shall exceed five hundred, fifty members or five per centum of the members, whichever shall be the larger, shall constitute a quorum. If less than a quorum is present at any meeting, a majority of those present may adjourn the meeting from time to time without further notice, provided that the secretary shall notify any absent members of the time and place of such adjourned meeting.

 

Section 5.  Voting.  Each member shall be entitled to only one vote. All questions shall be decided by a vote of the majority of the members voting thereon, except as otherwise provided by law, the articles of incorporation, or these bylaws.

 

Section 6. 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 essentially as follows:

1. Report as to the number of members present in order to determine the existence of a quorum.
2. Acknowledgment of the notice of the meeting and proof of the date of publication or mailing thereof, or the waiver or waivers of notice of the meeting.
3. Presentation of unapproved minutes of previous meetings of the members and the taking of necessary action thereon
4. Presentation and consideration of reports of officers, trustees, and committees
5. Election of trustees
6. Unfinished business
7. New business
8. Adjournment

ARTICLE IV - Trustees

 

Section 1. General Powers.  The business and affairs of the Cooperative shall be managed by a board of seven trustees which shall exercise all power of the Cooperative except such as are by law, the articles of incorporation, or these bylaws conferred upon or reserved to the members.

 

Section 2. Qualifications and tenure.  The persons named as trustees in the articles of incorporation shall compose the board of trustees until the first annual meeting or until their successors shall have been elected and shall have been qualified. If the election of trustees shall not be held on the day designated herein for the annual meeting, or at any adjournment thereof, the board of trustees may cause the election to be held at a special meeting of the members as soon thereafter as conveniently may be.

Trustees shall be elected for terms of three (3) years as their respective terms expire.

No person shall be eligible to become or remain a trustee or to hold any position of trust in the Cooperative who:

1. is not a member of the cooperative and bona fide resident of, and physically residing in, the particular district which he/she is to represent.
2. is in any way employed by or financially interested in a competing enterprise or a business selling electric energy or supplies to the Cooperative or;
3. Is related by blood or marriage to any employee of Mid-Yellowstone Electric Cooperative, Inc. within the third degree.

Upon establishment of the fact that a trustee is holding office in violation of any of the foregoing provisions, it shall immediately become incumbent upon the board of trustees to remove such trustee from office.

Nothing contained in this section shall affect in any manner whatsoever the validity of any action taken at any meeting of the board of trustees.

 

Section 3. Nominations.  It shall be the duty of the board of trustees to appoint, not less than thirty days nor more than one hundred twenty (120) days before the date of a meeting of the members at which trustees are to be elected, a committee on nominations consisting of not less than five nor more than eleven members who shall be selected from different districts of Mid-Yellowstone Electric’s service territory so as to insure equitable representation. No member of the board of trustees may serve on such committee. The committee shall prepare and post at the principal office of the Cooperative at least twenty days before the meeting a list of nominations for trustees; any fifteen or more members acting together may make other nominations by petition not less than forty-five days prior to the meeting and the secretary shall cause such nominations to be posted at the same place where the list of nominations made by the committee is posted. The secretary shall be responsible for the mailing with the notice of the meeting or separately, but at least ten days before the date of the meeting, a statement of the number of trustees to be elected and the names and districts of the candidates.  Notwithstanding anything contained in this section, failure to comply with any of the provisions of this section shall not affect in any manner whatsoever the validity of any election of trustees.

 

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 five days prior to the meeting at which the charges are to be considered and shall have an opportunity at the meeting to be heard in person or by counsel and to present evidence in respect of the charges; and the person or persons bringing the charges against him/her shall have the same opportunity. The question of the removal of such trustee shall be voted upon at the next regular or special meeting of the members and any vacancy created by such removal may be filled by vote of the members at such meeting without compliance with the foregoing provisions with respect to nominations.

 

Section 5. 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 other vacancy occurring in the board of trustees shall be filled by the affirmative vote of a majority of the remaining trustees for the unexpired portion of the term.

 

Section 6. Compensation.  Board members shall not receive any salary for their services as such, except that the board of trustees may by resolution authorize a fixed sum for each day or portion thereof spent on Cooperative business, such as attendance at meetings, conferences, and training programs or performing committee assignments when authorized by the board of trustees. If authorized by the board of trustees, board members may also be reimbursed for expenses actually and necessarily incurred in carrying out such Cooperative business or granted a reasonable per diem allowance by the board of trustees in lieu of detailed accounting for some of these expenses.  No trustee shall receive compensation for serving the Cooperative in any other capacity, nor shall any close relative of a trustee receive compensation for serving the Cooperative unless the payment of compensation or the service by such trustee or close relative shall have been certified by the board of trustees as an emergency measure.

 

Section 7. Indemnification of Trustees and Officers.  Each trustee and officer of the Cooperative now or hereafter serving as such, shall be indemnified by the Cooperative against any and all claims and liabilities to which he/she has or shall become subject by reason of serving or having served as such trustee or officer, or by reason of any action alleged to have been taken, omitted, or neglected by him/her as such trustee or officer; and the Cooperative shall reimburse each such person for all legal expenses reasonably incurred by him/her in connection with any such claim or liability, provided, however, that no such person shall be indemnified against, or be reimbursed for any expense incurred in connection with, any claim or liability arising out of his own willful misconduct or gross negligence. The right of indemnification hereinabove provided for shall not be exclusive of any rights to which any trustee or officer of the corporation may otherwise be entitled by law.

 

Section 8. Trustee Elections.  If a trustee election results in a tie vote, a recount shall be conducted.  If after a recount, a run-off election between the candidates receiving the same number of votes shall be held and decided within 45 days of the tie vote.  If after a run-off, there is still a tie vote, the winner shall be determined by a game of chance. 

 

Section 9. Redistricting.  From time to time the board of trustees shall re-examine the membership districts and the number of members of the Cooperative residing therein. Redistricting shall be ordered and effected by the Board at such times as is necessary to ensure that the districts contain as nearly as possible an equal number of members.

 

Section 10. Voting by Mail or Electronically.  Members may vote by mail or electronically on all Bylaw amendments and trustee elections in conjunction with the annual members’ meeting.  Members may vote by mail or electronically as provided elsewhere in these Bylaws and as authorized by the board of trustees.  All properly completed mail and electronic ballots received on or before the time and date specified shall constitute a vote. If duplicate ballots are received from a member, all of that member’s ballots shall be disqualified.  A member’s failure to receive a mail or electronic ballot does not effect any action taken by mail or electronic ballot.

 

ARTICLE V - Meetings of Trustees

 

Section 1. Regular Meetings. A regular meeting of the board of trustees shall be established at such time and place as the board of trustees may provide by resolution. Such regular meetings may be held without notice other than such resolution fixing the time and place thereof.

 

Section 2. Special Meetings. Special meetings of the board of trustees may be called by the president or by any three trustees, and it shall there upon be the duty of the secretary to cause notice of such meeting to be given as hereinafter provided. The president or the trustees calling the meeting shall fix the time and place for the holding of the meeting.

 

Section 3. Notice of Trustees’ Meetings. Written notice of the time, place and purpose of any special meeting of the board of trustees shall be delivered either personally, by mail, email or other electronic means by or at the direction of the secretary, or upon a default in duty by the secretary, by the president or trustees calling the meeting, to each trustee. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the trustee at his address as it appears on the records of the Cooperative, with postage thereon prepaid. “Electronic means” includes facsimile or email.  Notice by facsimile or email shall be directed to each trustee at that trustee’s facsimile number or electronic mail address, as the case may be, as shown on the records of the Cooperative. Notice by facsimile or email shall be deemed to have been given at the time it is actually transmitted by the person giving the notice by email to the recipient.

 

Section 4. Special Meetings by Special Means.  Members of the board of trustees may participate in any special meeting of the board of trustees, or of any duly constituted committee thereof, by means of a conference telephone or similar communications equipment or by means of returned ballots, and participation by such means constitutes presence in person at a meeting. Action taken by the majority of those who respond will be considered to be a legal and binding decision of the board of trustees, provided that a quorum is present by such means. The board of trustees shall adopt rules and regulations concerning the implementation of such special meetings. Special meetings may be held by telephone conferencing, video conferencing or by other means enabling all participants in the meeting to communicate with each other simultaneously. A member participating in a special meeting by telephone conferencing or video conferencing pursuant to this section is deemed to be present in person at the meeting.

 

Section 5. Quorum. A majority of the board of trustees shall constitute a quorum, provided, that if less than such majority of the trustees is present at said meeting, a majority of the trustees present may adjourn the meeting from time to time; and provided further, that the secretary shall notify any absent trustees of the time and place of such adjourned meeting. The act of the majority of the trustees present at a meeting at which a quorum is present shall be the act of the board of trustees, except, as otherwise provided in these bylaws.

 

 

ARTICLE VI - Officers

 

Section 1. Number.  The officers of the Cooperative shall be president, vice-president, secretary, treasurer, and such other officers as may be determined by the board of trustees from time to time. The offices of secretary and of treasurer may be held by the same person.

 

Section 2. Election and Term of Office.  The officers shall be elected, by ballot, annually by and from the board of trustees at the meeting of the board of trustees held directly after the annual meeting of the members.  If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until the first meeting of the board of trustees following the next succeeding annual meeting of the members or until his successor shall have been elected and shall have qualified. A vacancy in any office shall be filled by the board of trustees for the unexpired portion of the term.

 

Section 3. Removal of Officers and Agents by Trustees.  Any officer or agent elected or appointed by the board of trustees may be removed by the board of trustees whenever in its judgement the best interests of the Cooperative will be served thereby. In addition, any member of the Cooperative may bring charges against an officer by filing such charges in writing with the secretary, together with a petition signed by ten per centum of the members and request the removal of the particular officer by reason thereof. The officer against whom such charges have been brought shall be informed in writing of the charges at least five days prior to the meeting at which the charges are to be considered and shall have an opportunity at the meeting to be heard in person or by counsel and to present evidence in respect of the charges; and the person or persons bringing the charges against him shall have the same opportunity. The question of the removal of such officer shall be voted upon at the next regular or special meeting of the members.

 

Section 4. President.  The president shall:

     (a)  be the principal executive officer of the Cooperative and, unless other- wise determined by the members or the board of trustees, shall preside at all meetings of the members and the board of trustees;

     (b)  sign, with the secretary, certificates of membership, the issue of which shall have been authorized by the board of trustees or the members, and may sign any deeds,  mortgages, deeds of trust, notes, bonds, contracts or other instruments authorized by the board of trustees to be executed, except in cases in which the signing and  execution thereof shall be expressly delegated by the board of trustees or by 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)   in general, perform all dutiest incident to the office of president and such other duties as may be prescribed by the board of trustees from time to time.
 

Section 5. Vice-President.  In absence of the president, or in the event of his inability or refusal to act, the vice-president shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-president shall also perform such other duties as from time to time may be assigned to him by the board of trustees.

 

Section 6. Secretary.  The secretary shall be responsible for:

      (a)  keeping the minutes of the meeting of the members and of the board of trustees 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 certificates of membership prior to the issue thereof, and 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)  keeping a register of the names and post office addresses of all members;

     (e)  keeping on file at all times a complete copy of the articles of incorporation and bylaws of the Cooperative containing all amendments thereto (which copy shall always 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; and

       (f)  in general, performing all duties incident to the office of secretary and such other duties as from time to time may be assigned to him by the board of trustees.

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 Cooperatives such bank or banks as shall be selected in accordance with the provisions of these bylaws; and

       (c)  the general performance of all the duties incident to the office of treasurer and such other duties as from time to time may be assigned to him by the board of trustees.

 

Section 8. Manager.  The board of trustees may appoint a manager who may be, but who shall not be required to be, a member of the Cooperative. The manager shall perform such duties and shall exercise such authority as the board of trustees may from time to time vest in him.

 

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 of trustees shall determine. The board of trustees 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 any officers, agents and employees shall be fixed by the board of trustees, subject to the provisions of these bylaws with respect to compensation for trustees and close relatives of trustee.

 

Section 11. Reports.  The officers of the Cooperative shall submit at each annual meeting of the members reports covering the business of the Cooperative for the previous fiscal year. Such reports shall set forth the condition of the Cooperative at the close of such fiscal year.

 

ARTICLE VII - Non-Profit Operations

 

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 members. * No interest or dividends shall be paid or pay- able by the Cooperative on any capital furnished by its members.

 

Section 2. Patronage Capital in Connection with Furnishing Electric Energy.  In furnishing of electric energy, the Cooperative’s operations shall be so conducted that all members 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 members for all amounts received and receivable from the furnishing of electric energy in excess of operating costs and expenses properly chargeable against the furnishing of electric energy. 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 members as capital. The Cooperative is obligated to pay by credits to a capital account for each member 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 member is clearly reflected and credited in an appropriate record to the capital account of each member, and the Cooperative shall within a reasonable time after the close of the fiscal year notify each member of the amount of capital so credited to his account. All such amounts credited to the capital account of any member shall have the same status as though they had been paid to the member in cash in pursuance of a legal obligation to do so and the member 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 (a) shall, insofar as permitted by law, be 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 either become permanent equity of the Cooperative or be allocated to its members on a patronage basis, as deter- mined by board policy.

In the event of dissolution or liquidation of the Cooperative, after all out- standing 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 or liquidation, the board of trustees shall determine that the financial condition of the Cooperative will not be impaired thereby, the capital credited to members’ accounts may be retired in full or in part. The board of trustees shall determine the method, basis, priority, and order of retirement, if any, for all amounts furnished as capital, unless otherwise provided for by law.

Capital credited to the account of each member 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 in all or a part of such member’s premises served by the Cooperative unless the board of trustees, acting under policies of general application, shall determine otherwise.

Notwithstanding any other provision of these bylaws, the board of trustees at its discretion, shall have the power at any time upon the death of any member, who was a natural person, if the legal representatives of his estate shall request in writing that the capital credited to any such member 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 member immediately upon such terms and conditions as the board of trustees, acting under policies of general application, and the legal representatives of such member’s estate shall agree upon; provided, however, that the financial condition of the Cooperative will not be impaired thereby.

The board of trustees reserves the right to withhold payment of capital credits to the estate of deceased patrons, or to withhold payment of capital credits from any other capital retirement, up to the amount of any outstanding charges for electrical services provided by the Cooperative. In the event that the Cooperative receive any legal judgement against a member for money owed on account, such amount shall be subtracted from the amount of patronage capital retired from the member’s account. In the event that a member seeks protection under the bankruptcy laws of the United States, and should such member seek discharge of any debts owed to the Cooperative through bankruptcy proceedings, the amount of the debt which the member seeks to be discharged shall be subtracted from the amount of patronage capital retired from the member’s account. Any collection expenses, including collection agency expenses and/or attorney fees, shall be subtracted from the amount of patronage capital retired from the member’s account.

The board of trustees shall have the power, at any time, to adopt rules providing for the separate retirement of that portion (“power supply portion”) of capital credited to the account of the Cooperative by an organization furnishing electric service to the Cooperative.

The members 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 member, and both the Cooperative and the member are bound by such con- tract, as fully as though each member 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 member of the Cooperative by posting in a conspicuous place in the Cooperative’s office.

 

*the word member includes non-members we may be serving inadvertently

 

ARTICLE VIII - Disposition of Property

 

No sale, lease, lease-sale, exchange or other disposition of all or a substantial portion of the Cooperative’s assets to any other entity shall be authorized except in conformity with the following:

  (a)  If the board of trustees looks with favor upon any proposal for such  sale, lease, lease-sale, exchange or other disposition, it shall first cause three (3) independent appraisers,  expert in such matters, to render their individual opinions as to the value of the Cooperative with respect to such a sale, lease, lease-sale, exchange or other disposition and as to any other terms and conditions which should be considered. Appointment of such appraisers shall be made by the board of trustees.

  (b)  If the board of trustees, after receiving such appraisals (and other terms and conditions which are recommended, if any), determines that the proposal should be submitted for consideration by the members, it shall first give every other electric membership corporation corporately sited and operating in the state (which has not made such an offer for such sale, lease, lease-sale, exchange or other disposition) an opportunity to submit competing proposals. Such opportunity shall be in the form of a written notice to such electric membership corporations, which notice shall be attached to a copy of the proposal which the Cooperative has already received and a copy of the report(s)  of the three (3) appraisers. Such electric membership corporations shall be given not less than thirty (30) days during which to submit competing proposals, and the actual minimum period within which proposals are to be submitted shall be stated in the written notice given to them.

  (c)  If the board then determines that favorable consideration should be given to the initial or any subsequent proposal which has been submitted to it, it shall notify the members, expressing in detail each of any such proposals, and shall call a special meeting of the members for consideration thereof, which meeting shall not be held sooner than ninety (90) days after the giving of such notice to the members: PROVIDED, that consideration thereof by the members may be given at the next annual member meeting if the board so determines and if such annual meeting is not held sooner than ninety (90) days after the giving of such notice.

  (d)  Any fifty (50) or more members, by so petitioning the board not less than thirty (30) days prior to the date of such special or annual meeting, may cause the Cooperative, with the cost to be borne by the Cooperative, to mail to all members any opposing or alternative positions which they may have to the proposals that have been submitted or any recommendations that the board has made.

 

The foregoing provisions shall not apply to a sale, lease, lease-sale, exchange or other disposition to one or more other electric membership corporations if the substantive effect thereof is to merge or consolidate with such other one or more electric membership corporations. Should a sale, lease, lease-sale, ex- change or other disposition be with another electric membership corporation, such disposition shall be covered by Title 35, Section 18, Part 4 of the Montana Codes Annotated, or any subsequent State legislation.

 

ARTICLE IX - Seal

The corporate seal of the Cooperative shall be in the form of a circle and shall have inscribed thereon the name of the Cooperative and the words “Corporate Seal, Montana.

 

ARTICLE X - Financial Transactions

 

Section 1. Contracts.  Except as otherwise provided in these bylaw s, the board of trustees may authorize any officer or officers, agent or agents to enter into any contract or execute and deliver any instrument in the name and on behalf of the Cooperative, and such authority may be general or confined to specific instances.

 

Section 2. 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 of trustees.

 

Section 3. Deposits.  All funds of the Cooperative shall be deposited from time to time to the credit of the Cooperative in such bank or banks as the board of trustees may select.

 

Section 4. 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.

 

 

ARTICLE XI - Miscellaneous

 

Section 1. Membership in Other Organizations.  The Cooperative shall not become a member of any other organization without an affirmative vote of the members at a meeting called as provided in these bylaws, and the notice of said meeting shall specify that action is to be taken upon such proposed membership as an item of business, provided, however, that the trustees shall have full power and authority on behalf of the Cooperative to purchase stock in or to become a member of, any corporation or cooperative organized on a non-profit basis for the purpose of engaging in rural electrification.

 

Section 2. Waiver of Notice.  Any member or trustee may waive in writing, any notice of a meeting required to be given by these bylaws. The attendance of a member or trustee at any meeting shall constitute a waiver of notice of such meeting by such member or trustee, except in case a member or trustee shall attend a meeting for the express purpose of objecting to the transaction of any business because the meeting shall not have been lawfully called or convened.

 

Section 3. Rules and Regulations.  The board of trustees shall have power to make and adopt such policies, rules, and regulations, not inconsistent with law, the articles of conversion, or these bylaws, 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, and 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 of the United States of America. The board of trustees shall also after the close of each fiscal year cause to be made by a certified public accountant a full and complete audit of the accounts, books and financial condition of the Cooperative as of the end of such fiscal year. A report of such audit shall be submitted to the members at the next following annual meeting.