Section 1. Membership.
- Existing owners of fully paid memberships in Rural and Unity shall receive fully paid memberships in the Corporation. Such owners who otherwise meet the qualifications for membership shall be entitled to exchange their memberships for a fully paid membership in the Corporation upon submission of a proper application and approval by the Board of Directors.
- The membership fee for new members in this Corporation shall be $100 to be paid in such a manner and under such conditions as the Board of Directors shall from time to time specify. No person, firm, association, corporation, body politic, or subdivision thereof shall own more than a single membership in the Corporation.
- Membership in this Corporation shall be evidenced by a membership certificate which shall be in such form and shall contain such provisions as determined by the Board of Directors. The certificate shall be signed by the President and Secretary of the Corporation at the time it is issued. No membership certificate shall be issued for less than the membership fee fixed in these Bylaws, nor until such membership fee has been fully paid. In case a certificate is lost, destroyed, or mutilated, a new certificate may be issued therefore upon such uniform terms and indemnity to the Corporation as the Board of Directors may prescribe.
- Any person, firm, association, corporation, body politic, or subdivision thereof may become a member of United Electric Co-op, Inc. by: (1) making written application for membership in such form as prescribed by the Directors; (2) agreeing to pay for electrical energy, goods, and services acquired from the Corporation and agreeing to use or permit to be used such electric energy, goods or services only upon the premises identified in the application and additional premises which are approved by the Directors of the Corporation; (3) agreeing to comply with and be bound by the Articles of Incorporation and Bylaws of the Corporation and any rules or regulations adopted by the Board of Directors; (4) paying the membership fee; and (5) having his, her or its application accepted by the Board of Directors; or (6) by being members of Rural or Unity who qualify for membership pursuant to Section 1(a) of this Article II.
- (1) Membership certificates issued shall not be appurtenant to a particular tract of land, but they shall identify the premises to be served initially. The Corporation may provide service to additional premises upon application by the member. (2) If a member shall have more than one certificate issued to the member, the Directors shall consolidate the capital accounts of the various memberships into a single capital account under one membership and redeem the surplus memberships.
- Deposits for electrical service may be required under rules promulgated by the Board of Directors. The deposit may be applied to the account of the member by the Corporation in the case of delinquency. If the deposit is applied to the member's account, the member shall be required to restore the deposit to an amount satisfactory to the Corporation before additional energy may be purchased.
- No membership certificate shall be transferred or redeemed until all indebtedness of every character, including unpaid amounts for electric energy or service, shall have been paid in full.
- No transfer of membership shall be recognized until such transfer is made upon the books of the Corporation.
- The membership fee which has been paid by a member shall be refunded at the member's request and the membership shall then be canceled. If the member has an unpaid account balance or other obligation to the Corporation at the time of cancellation of the membership, the membership fee shall be applied against the obligation up to the full amount of said indebtedness.
- Each patron who purchases electric energy from the Corporation shall purchase a membership before receiving electric service from the Corporation. The Directors may grant exemptions from this requirement for patrons who are entitled to claim a legal exemption from membership; provided said non-member patrons pay a refundable deposit equal to the cost of membership in addition to any other deposit which may be required, and provided further that the cumulative effect of granting non-member patron status does not disqualify the Corporation's income tax exemption.
- A membership is not in good standing if (1) it has not been previously authorized or issued, or (2) it has not been properly transferred on the books of the Corporation, or (3) the account of the member is not current, or (4) it is not utilized on a regular basis for the purchase of electricity. The Board of Directors may terminate a membership that is not in good standing.
Section 2. Annual Meeting.
The annual meeting of the members shall be held on such date and at such time as the Board of Directors shall fix each year for the purpose of transacting such business as may come before the meeting.
Section 3. Special Meetings.
The President or the Board of Directors may call special meetings of the members for any purpose or purposes. The President shall call a special meeting of the members upon the written request of members having at least 1/10 of the votes entitled to vote at such meeting.
Section 4. Place of Meeting.
Meetings of the members shall be held at a place and time designated by the Board of Directors. This shall apply to any annual or special meeting.
Section 5. Notice of Meetings.
Notice of all member meetings of the Corporation shall be given by the Secretary as follows: The Secretary shall mail to each member at member's address shown on the books of the Corporation a notice of such meeting at least 21 days but not more than 60 days before such meeting. Notice shall be deemed to have been given when deposited in the U.S. mail. Notices of special meetings shall contain a clear and concise statement of the purpose of the meeting, and no other business shall come before the meeting.
Section 6. Waiver of Notice.
Whenever any notice is required to be given to any member under the provisions of the Act or under the provisions of the Articles or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
Section 7. Officers of the Members' Meetings.
The presiding officer at members' meetings shall be the President of the Corporation or, in the absence of the President, the Vice President or, in the absence of both the President and Vice President, a chairperson elected by the members present at the meeting. The Secretary of the Corporation or, in the absence of the Secretary, any person appointed by the presiding officer of the meeting, shall act as secretary of a members' meeting.
Section 8. Quorum & Voting Requirements.
The members entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of members. The members present at a duly organized and convened meeting where a quorum has been present can continue to do business as a quorum until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum. If a quorum is present, the affirmative vote of the majority of the members represented at the meeting and entitled to vote on the subject matter shall be the act of the members, unless the vote of a greater number is required by the Act, the Articles or these Bylaws.
Section 9. Proxies.
A member may vote either in person or by proxy executed in writing by the member. The form and method of use of proxies shall be established by the Board of Directors, provided however that without limiting the foregoing, no person may vote by proxy for more than one member. Every proxy shall be revocable at the pleasure of the member who executed it. Revocation shall not be effective before it is received by the Secretary of the Corporation or the person acting as secretary at the meeting at which the proxy is presented for voting.
Section 10. Voting by Electronic Ballot, Mail, or Without a Members' Meeting.
- If provided for by the Board of Directors, the members may vote by electronic ballot, mail or absentee ballot on any corporate action that may be taken at any annual, regular, or special meeting of members. Any action that may be taken at any annual, regular, or special meeting of members may be taken without a meeting if the Corporation delivers a written ballot to every member entitled to vote on the matter. A written ballot for any action taken without a meeting shall set forth each proposed action and provide an opportunity to vote for or against each proposed action. Delivery of a ballot to a member shall be deemed effective if mailed postage prepaid to the member's address on the books of the corporation at least 21 days before the ballot is to be received back from the member.
- Approval by written ballot alone when a meeting is not held shall be valid only when the number of votes received and cast by the ballot equals or exceeds 20% of the membership of the Corporation.
- All solicitations for votes by written ballot shall: (1) indicate the minimum number of responses needed to take action by written ballot; (2) state the percentage of approvals necessary to approve each matter other than election of Directors; and (3) specify the time by which a ballot must be received by the Corporation in order to be counted.
- A written ballot may not be revoked nor amended.
- Electronic ballots shall be in a form and manner as approved by the Board of Directors and delivered in such a manner as to comply with the time requirements for mailed ballots and with sufficient safeguards to ensure the integrity of the voting process.
Section 11. Inspection of the Records of the Corporation.
- A member is entitled to inspect and copy, at a reasonable time and location specified by the Board of Directors and upon compliance with subsection (b) below, any of the following records of the Corporation: (1) the articles or restated articles of incorporation and all amendments to them currently in effect; (2) the bylaws or restated bylaws and all amendments to them currently in effect; (3) resolutions adopted by the Board of Directors relating to the characteristics, qualifications, rights, limitations, and obligations of the members; (4) the minutes of all meetings of the members and records of all actions approved by the members for the past 3 years; (5) all written communications to members generally within the past seven (7) years, including the financial statements furnished for the past 7 years; (6) a list of the names and business or home addresses of the Corporation's current directors and officers; (7) the most recent annual report delivered to the Secretary of the State; (8) minutes of all Board of Directors meetings; (9) records of all actions taken by either the members or the Board of Directors without a meeting; (10) records of all actions taken by committees of the Board of Directors; (11) accounting records; and (12) membership lists.
- A member may inspect and copy the records identified in this section only if: (1) the member's demand is made in good faith and for a proper purpose reasonably related to the member's interest as a member in the Corporation; (2) the member describes with reasonable particularity the purpose and records the member desires to inspect; (3) the records are directly connected with this purpose; (4) the member gives written notice at least fifteen (15) business days before the date on which the member wishes to inspect the records; (5) the member pays a reasonable copying fee for the requested records; (6) the Board of Directors determines that a member's request is for a proper purpose; and (7) a membership list or any part thereof may not be used for any purpose unrelated to a member's interest in the Corporation without the consent of the Board of Directors, including but not limited to, use for commercial purposes, being sold or purchased by any person, or used to solicit money or property unless such money or property will be used solely to solicit votes of the members in an election held by the Corporation.
- The provisions of this section shall not affect: (1) the right of the member to inspect records if the member is in litigation with the Corporation, to the same extent as any other litigant; or (2) the right of the Board of Directors to restrict or deny inspection of personal and employment records, and confidential attorney-client communications, if it determines that such restriction or denial of access to the records or information is in the best interests of the Corporation.
Section 12. Additional Conditions of Membership.
Additional conditions of membership, including but not limited to customer service and credit requirements, may be established pursuant to rules adopted by the Board of Directors.
Section 13. Contractual Relationship.
The members of the Corporation, by dealing with the Corporation, acknowledge that the terms and provisions of the Articles of Incorporation and the Bylaws shall constitute and be a contract between the Corporation and each member, and both the Corporation and members are bound by such contract, as fully as though each member had individually signed the separate instrument containing such terms and provisions.