Bylaws
BYLAWS OF OZARK BORDER ELECTRIC COOPERATIVE
(EFFECTIVE AUGUST 11, 2023)
ARTICLE I
Membership
SECTION 1. Requirements for Membership. Any person, firm, association, corporation or body politic or subdivision thereof will become a member of Ozark Border Electric Cooperative (hereinafter called the “Cooperative”) upon receipt of electric service from the Cooperative, provided that he or it has first:
(a) Made a written application for membership therein;
(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*, and
(d) Paid the membership fee hereinafter specified.
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. Unless the Cooperative is otherwise advised in writing, the membership of an individual shall be deemed to be jointly held by the individual and his or her spouse, subject to their compliance with the requirements set forth in Section I of this Article. Any provisions relating to the rights and liabilities of joint membership shall apply equally with respect to the individual member and his or her spouse. Without limiting the generality of the foregoing, the effect of the hereinafter specified actions by or in respect of the holder 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.
(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 board member, 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 thereof 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.
*The word “Board” is used herein to refer to the board of directors.
(b) Upon the death of either spouse who is a party to the joint membership, such membership shall be held solely by the survivor. Provided, however, that the estate of the deceased shall not be released from any debts due the Cooperative.
SECTION 4. Membership Fees. The membership fee shall be five dollars ($5.00) upon payment of which a member shall be eligible to receive service from the Cooperative. In addition to the membership fee, the board of directors shall have the right to require, in its discretion, that any member’s deposit with the Cooperative an additional amount for each service connection as a guarantee of payment of electric service.
SECTION 5. Purchase of Electric Energy. Each member shall, as soon as electric energy shall be available, purchase from the Cooperative all electric energy purchased for use on the premises specified in his application for membership, and shall pay therefore at rates which shall from time to time be fixed by the board. Production or use of electric energy on such premises, regardless of the source thereof, by means of facilities which shall be interconnected with Cooperative facilities, shall be subject to appropriate regulations as shall be fixed from time to time by the Cooperative. 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 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 him to the Cooperative as and when the same shall become due and payable.
SECTION 6. Termination of Membership. (a) Any member may withdraw from membership upon compliance with such uniform terms and conditions as the board may prescribe. The board may, by the affirmative vote of not less than two-thirds of all the members of the board, expel any member who fails to comply with any of the provisions of the articles of incorporation, bylaws or rules or regulations adopted by the board, but only if such member shall have been given written notice by the Cooperative that such failure makes him liable to expulsion and such 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 or by vote of the members at any annual or special meeting. The membership of a member who for a period of six (6) months after service is available to him, has not purchased electric energy from the Cooperative, or of a member who has ceased to purchase energy from the Cooperative, shall be canceled.
(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 or his estate from any debts due the Cooperative.
(c) In case of withdrawal or termination of membership in any manner, the Cooperative shall repay to the member the amount of the membership fee paid by him, provided, however, that the Cooperative shall deduct from the amount of the membership fee the amount of any debts or obligations owed by the member to the Cooperative.
ARTICLE II
Rights and Liabilities of Members
SECTION 1. Property Interest of Members. Upon dissolution, after
(a) All debts and liabilities of the Cooperative shall have been paid, and
(b) All capital furnished through patronage shall have been retired as provided in these bylaws, the remaining property and assets of the Cooperative shall be distributed among the members and former members in the proportion which the aggregate patronage of each barrier to the total patronage of all members during the period such property and assets were owned by the Cooperative.
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 liable or responsible for any debts or liabilities of the Cooperative.
ARTICLE III
Meeting of Members
SECTION 1. Annual Meeting. The Annual Meeting of the members shall be held at such time and at such place within the area served by the Cooperative, as selected by the Board and which shall be designated in the notice of the meeting, for the purpose of electing board members, passing upon reports for the previous fiscal year and transacting such other business as may come before the meeting.
To the extent authorized by the Board, however, and subject to guidelines and procedures adopted by the Board, voting for each matter submitted to a vote of the Members at the Annual Meeting may be held on multiple days and at multiple locations within the area served by the Cooperative leading up to the Annual Meeting. The Board may elect to use such voting technology as is easily and economically available, provided that voting shall only occur in a manner which: (1) permits the Cooperative to verify that each Person participating in the Meeting is a Member; and (2) permits each Member only one vote upon each matter submitted to a vote of the Members at the Annual Meeting. Failure to hold the Annual Meeting at the designated time shall not work a forfeiture or dissolution of the Cooperative.
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 board members, by the President, or by ten percentum 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 Cooperative service area as designated by the board and shall be 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 requiring special notice 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 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 which may be taken by the members at any such meeting.
SECTION 4. Quorum. Two percent (2%) of the first Two Thousand (2,000) members and One Percent (1%) of the remaining members, participating in person at the Annual Meeting or by participating in the voting as allowed by these Bylaws, shall constitute a quorum for the transaction of business at all meetings 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. The registration records of the members present at each meeting shall be retained for a period of three years from the date of the meeting.
SECTION 5. Voting. Only members are allowed to vote on any matter submitted to a vote at a meeting of the members. Each member, whether individual or joint, shall have only one vote upon each matter submitted to a vote at a meeting of the members. All questions shall be decided by a majority vote of the members voting except as otherwise provided by law, the articles of incorporation or these bylaws. Voting by proxy shall not be permitted.
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, except as otherwise determined by the members at such meeting:
1. Report on the number of members present in person in order to determine the existence of a quorum.
2. Reading of the notice of the meeting and proof of the due publication or mailing thereof, or the waiver or waivers of notice of the meeting, as the case may be.
3. Reading 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 board members.
6. Unfinished business.
7. New business.
8. Adjournment.
ARTICLE IV
Board Members
SECTION 1. General Powers. The business and affairs of the Cooperative shall be managed by a board of twelve (12) members which shall exercise all of the powers 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. Election and Tenure of Office; Districts. The persons legally holding the office of directors of the Cooperative immediately prior to the Annual Meeting in 2014 shall hold their office until their successors are elected in the manner provided for in the by-laws of the Cooperative in force on the date of the meeting of the members on which said election is held, and until their successors shall have qualified. Beginning with the 2014 Annual Membership Meeting, the directors of the Cooperative shall be divided into four (4) Districts, each District represented by three (3) directors. At the 2014 Annual Meeting a director from each District will be elected to a three (3) year term, by a vote of the membership at large who are present and voting at the Annual Meeting, and the candidate with the highest number of votes in each district shall be elected. Director candidates shall be bona fide residents of the District in which they run and shall be qualified to serve only in the District in which they reside. At each Annual Meeting thereafter, the four (4) directors whose terms have expired shall be elected by District in the same manner by secret ballot vote, by and from the members at large who are present and voting at the Annual Meeting, to serve until the third succeeding Annual Meeting or until their successors have been elected and shall have qualified. If for any reason an election of directors shall not be held on the day designated for the Annual Meeting, or at any adjournment thereof, a special meeting of the members shall be held for the purpose of electing directors within a reasonable time thereafter. Directors may be elected by a plurality vote of the members at large. The Districts shall be described in Section 2.5 hereof.
SECTION 2.5. Description of Districts: The territory served by the Cooperative shall be divided into four (4) Districts, to be designated as District I, District II, District III and District IV. Each District shall be represented by three (3) directors. The Districts are described as follows:
District I: All the territories in Carter, Oregon, Shannon and Reynolds Counties, and that part of Wayne County west of U.S. Highway 67, and that part of Ripley County that lies west of the line between Range 2 East and Range 3 East.
District II: All the territories in Butler County that lie west of U.S. Highway 67 and that part of Ripley County that lies east of the line between Range 2 East and Range 3 East.
District III: All the territories in Butler County that lie east of U.S. Highway 67 and that part of Wayne County that lies east of U.S. Highway 67 and west of the St. Francis River.
District IV: All the territories in Bollinger, Stoddard, New Madrid and Dunklin counties, and that part of Wayne County that lies east of the St. Francis River.
SECTION 3. Qualifications. No person shall be eligible to run as a candidate or serve as a Director of Ozark Border Electric Cooperative if he/she is in any of the following categories:
(1) Any person who is a present employee of Ozark Border Electric Cooperative or who has been an employee of the Cooperative within five (5) years of his/her election to the Board; or,
(2) Any person who is an immediate family member of any other Director and who, upon being elected or appointed, would serve with any such immediate family member; or,
(3) Any person who has an immediate family member who is a current employee of Ozark Border Electric Cooperative;
(4) Immediate family member as used in (2) and (3) above is defined as the spouse, mother, father, child, sister, brother, mother-in-law, father-in-law, brother-in-law, sister-in-law, son-in-law or daughter-in-law of the candidate.
(5) Is not a member and bona fide resident in the area served or to be served by the Cooperative; or
(6) 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 a business primarily engaged in selling electrical or plumbing appliances, fixtures or supplies to the members of the Cooperative.
(7) Has served seven (7) terms, or any part of a seventh term, whether such terms were served consecutively or non-consecutively.
Upon establishment of the fact that a board member is holding the office in violation of any of the foregoing provisions, the board shall remove such board member 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.
SECTION 4. Nominations. The Board of Directors shall appoint, by May 1 each year, a committee on nominations consisting of not less than five (5) nor more than eleven (11) members who shall be selected from the four (4) Districts so as to insure equitable representation. No member of the board may serve on such committee. The committee, keeping in mind the principle of equitable representation, shall prepare and post at the principal office of the Cooperative at least thirty-five (35) days before the annual meeting a list of candidates which may include a greater number of candidates than are to be elected. Any fifteen (15) or more members acting together may make other nominations by petition. Nominations made by petition may be received beginning June 1 of each year and must be received no later than thirty-five (35) days before the annual meeting to be included on the official ballot. The Secretary shall be responsible for mailing, at least ten (10) days before the date of the annual meeting, a notice of the meeting, including a statement of the number of board members to be elected and the names and addresses of the candidates nominated by the committee or by petition.
SECTION 5. Removal of Board Members by Members. Any member may bring charges against a board member and, by filing with the Secretary such charges in writing together with a petition signed by at least ten per centum of the members, may request the removal of such board member by reason thereof. Such board member shall be informed in writing of the charges at least ten (10) days prior to the meeting of the members 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 board member shall be considered and voted upon at the 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 6. Vacancies. Subject to the provisions of these bylaws with respect to the filling of vacancies caused by the removal of board members by the members, a vacancy occurring in the board shall be filled by the affirmative vote of a majority of the remaining board members for the unexpired portion of the term.
SECTION 7. Compensation. Board members shall not receive any salary for their services as such, except that members of the board 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. If authorized by the board, 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 in lieu of detailed accounting for some of these expenses. No board member shall receive compensation for serving the Cooperative in any other capacity, nor shall any close relative of a board member receive compensation for serving the Cooperative, unless the payment and amount of compensation shall be specifically authorized by a vote of the members or the service by the board member or his close relative shall have been certified by the board as an emergency measure.
SECTION 8. Indemnification of Directors, Officers, Employees or Agents: The Cooperative shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, including all appeals (other than an action, suit or proceeding by or on behalf of the Cooperative) by reason of the fact that he is or was a director, officer, agent or employee of the Cooperative, or is or was serving at the request of the Cooperative as a director, trustee, officer or employee of another enterprise, against expenses (including attorney’s fees), judgments, decrees, fines, penalties and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding, if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interest of the Cooperative and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interest of the Cooperative and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.
SECTION 9. Prohibition of Excessive Campaign Contributions. The Members of Ozark Border Electric Cooperative hereby find and declare that excessive campaign contributions to board of director candidates create the potential for corruption, the appearance of corruption, and conflicts of interest; and, that excessive campaign contributions allow corporations and special interest groups to exercise a disproportionate level of influence over the Cooperative. No candidate for the board of directors may receive money, financial benefits, or campaign contributions of any kind, in excess of $250.00, from corporations and special interest groups for his or her election or re-election campaign. Upon election or re-election, no Board member shall receive any money, financial benefits, or contributions of any kind from any individual, corporation or special interest group, related to his or her service on the Board. Any violation of this section will result in disqualification from Board service, whether learned before or after the election, and the vacancy created by such disqualification shall be filled by the Board of Directors pursuant to Article IV, Section 6.
ARTICLE V
Meetings of Board
SECTION 1. Regular Meetings. A regular meeting of the board shall be held without notice, immediately after, and at the same place as, the annual meeting of the members. A regular meeting of the board shall also be held monthly at such time and at the home office of the Cooperative as designated by the board. Such regular monthly meeting may be held without notice other than such resolution fixing the time and place thereof.
SECTION 2. Special Meeting. Special meetings of the board may be called by the President or by any three board members, and it shall thereupon be the duty of the Secretary to cause notice of such meeting to be given as hereinafter provided. The President or board members calling the meeting shall fix the time and place for the holding of the meeting.
SECTION 3. Notice of Board Meetings. Written notice of the time, place and purpose of any special meeting of the board shall be delivered to each board member either personally or by mail, by or at the direction of the Secretary, or upon a default in duty by the Secretary, by the President or the board member calling the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the board member at his address as it appears on the records of the Cooperative, with postage thereon prepaid, at least five (5) days before the date set for the meeting.
SECTION 4. Quorum. A majority of the full board shall constitute a quorum. If less than a majority of the full board is present at any meeting, a majority of the members present may only adjourn the meeting to another time and the Secretary shall notify any absent board members of the time and place of such adjourned meeting. The act of a majority of the members voting at a meeting, at which a quorum, as defined above, is present, shall be the act of the board. In the event of a tie in any vote, the Chairman may vote to break the tie.
SECTION 5. Remote Participation at Meetings. The Board is required to act in a timely manner to address the service needs of the members and the business requirements of the Cooperative. To that end, where expedited action is required of the Board during storms, other emergency conditions, and for important business issues, the Board must have the ability to make critical decisions without undue delay in order to prevent harm to the members and Cooperative. In order to ensure that the Board has a process in place to protect the members and Cooperative in certain emergency circumstances, a Director shall be authorized to participate at a regular Board meeting, special Board meeting, or committee meeting by means of telephone or video conference which permits the Director to hear and be heard during any such meeting. Such participation shall constitute attendance at said meeting and shall count toward a quorum provided that there is either:
(a) The declaration of a state of emergency by the President of the United States or the Governor of the State of Missouri for all or a part of Cooperative’s service area, or the President of the Board of Directors declares that emergency conditions exist in all or a part of the Cooperative’s service area, and a Board member determines, with the consent of the President of the Board of Directors, that the weather, infrastructure, or other conditions prevents the Director from safely travelling to the scheduled meeting; or,
(b) The President of the Board of Directors determines, after a survey of the Directors, that a quorum cannot be established for a scheduled meeting that is required in order for the Cooperative to take action to meet a deadline established by federal, state, or local laws or regulations, or where action must be taken to meet a deadline on a business matter that would cause meaningful financial or other harm to the Cooperative or the members if the deadline was missed; and A written notation explaining the justification authorized by Section 5 (a) or (b) for any remote participation by a Director shall be placed in the minutes of any meeting where remote participation was undertaken and the notation “BY REMOTE PARTICIPATION” shall be placed next to the name of the Director in the roll call section of the minutes of the meeting.
ARTICLE VI
Officers
SECTION 1. Number. The officers of the Cooperative shall be a President, Vice President, Secretary, Treasurer, and such other officers as may be determined by the board from time to time. The offices of Secretary and 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 at the meeting of the board held immediately 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 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 for the unexpired portion of the term.
SECTION 3. Removal of Officers and Agents by the Board. Any officer or agent elected or appointed by the board may be removed by the board whenever in its judgment the best interests of the Cooperative will be served thereby. In addition, any member of the Cooperative may bring charges against an officer, and by filing with the Secretary such charges in writing together with a petition signed by ten per centum of the members may request the removal of such officer. The officer against whom such charges have been brought shall be informed in writing of the charges at least ten (10) days prior to the board 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. In the event the Board does not remove such officer, the question of his removal shall be considered and voted upon at the next meeting of the members.
SECTION 4. President. The President shall:
(a) Preside at all meetings of the members and the board;
(b) Sign, with the Secretary, any deeds, mortgages, deeds of trust, notes, bonds, contracts or other instruments authorized by the board to be executed, except in cases in which the signing and execution thereof shall be expressly delegated by the board 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 duties incident to the office of President and such other duties as may be prescribed by the board from time to time.
SECTION 5. Vice President. In the 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.
SECTION 6. Secretary. The Secretary shall be responsible for:
(a) Seeing that all notices are duly given in accordance with these bylaws or as required by law;
(b) The safekeeping of and the affixing of the seal of the Cooperative 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;
(c) 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.
SECTION 7. Treasurer. The Treasurer shall be responsible for 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.
SECTION 8. Surety Bonds. Any 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 shall determine. The board in its discretion may also require any officer, agent or employee of the Cooperative to be bonded in such amount and with such surety as it shall determine.
SECTION 9. Compensation. The powers, duties and compensation of officers, agents and employees shall be fixed by the board subject to the provisions of these bylaws with respect to compensation for a board member and close relatives of a board member.
SECTION 10. Articles of Incorporation-Bylaws. The Cooperative shall maintain at all times a complete copy of the Articles of Incorporation and Bylaws of the Cooperative containing all amendments thereto (which copy shall always be open to the inspection of any member) and at the expense of the Cooperative, furnishing an up-to-date amended copy of the Bylaws to any member upon request.
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 Vll
Non-Profit Operation
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.
Section 2. Patronage Capital in Connection With Furnishing Electric Energy. In the furnishing of electric energy the Cooperative’s operations shall be so conducted that all patrons 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 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 patrons 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 fiscal 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 shall within a reasonable time after the close of the fiscal year notify each patron of the amount of capital so credited to his account. All such amounts credited to the capital account of any patron shall have the same status as though they had been paid to the patron in cash in pursuance of a legal obligation to do so and the patron 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 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, allocated to its patrons on a patronage basis and any amount so allocated shall be included as part of the capital credited to the accounts of patrons, as herein provided. In the event of dissolution or liquidation of the 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 account of property rights of members. 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 patrons’ accounts may be retired in full or in part. After August 21, 1980, the Board of Directors shall determine the method, basis, priority, and order of retirement, if any, for all amounts heretofore and hereafter furnished as capital.
Capital credited to the account of each patron 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 patron’s premises served by the Cooperative unless the board, acting under policies of general application, shall determine otherwise.
Provided further, however, that the Board of Directors shall have the power to adopt rules providing for the separate retirement of that portion (“power supply portion”) of capital credited to the accounts of patrons which corresponds to capital credited to the account of the Cooperative by an organization furnishing electric service to the Cooperative. Such rules shall (a) establish a method for determining the power supply portion of capital credited to each patron for each applicable fiscal year, (b) provide for a separate identification on the Cooperative’s books of the power supply portion of capital credited to the Cooperative’s patrons, (c) provided for appropriate notification to patrons with respect to the power supply portion of capital credited to their accounts and, (d) preclude a general retirement of the power supply portion of capital credited to patrons for any fiscal year prior to the general retirement of other capital credited to patrons for the same year or of any capital credited to patrons for any prior fiscal year. Notwithstanding any other provision of these bylaws, the board at its discretion, shall have the power at any time upon the death of any patron, who was a natural person, if the legal representatives of his estate shall request in writing that the capital credited to any such patron 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 patron immediately upon such terms and conditions as the board, acting under policies of general application, and the legal representatives of such patron’s estate shall agree upon; provided, however, that the financial condition of the Cooperative will not be impaired thereby. The patrons 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 patron, and both the Cooperative and the patrons are bound by such contract, as fully as though each patron 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 patron of the Cooperative by posting in a conspicuous place in the Cooperative’s office.
SECTION 3. Unclaimed Monies. Notwithstanding any provisions to the contrary herein, any member, former member or other consumer who fails to claim any capital credits, patronage refunds, utility deposits, membership fee or credit account balances within two (2) years after payment thereof has been made available to such person, shall be deemed to have made an irrevocable assignment and gift to the Cooperative of such unclaimed monies. Upon expiration of at least two (2) years after availability of such monies, the Cooperative shall publish a list of all unclaimed monies. The published notice shall contain the owner’s name, type of owner’s interest and approximate amount of owner’s interest. The published notice shall state that if not claimed within sixty (60) days of said notice, the owner’s interest shall irrevocably revert to the Cooperative and be reallocated to the members as set out below. If no provable claim shall have been filed within sixty (60) days after the published notice, the Cooperative shall, after offsetting any outstanding amounts due and owing the Cooperative from said member, former member or customer, thereafter treat the net unclaimed amount as donated capital of the Cooperative on the sixtieth (60th) day after the published notice, and allocate the reverted amounts to the other members of the Cooperative on a pro-rata basis. The pro-rata allocation shall be made on the books and records of the Cooperative to those who are members as of the year in which the sixtieth (60th) day falls after the published notice. After the first year that unclaimed monies of any member, former member or customer are treated as donated capital, any future unclaimed monies of that member, former member or customer, shall continue to be treated as donated capital without notice.
ARTICLE Vlll
Disposition of Property
The Cooperative may not sell, lease or otherwise dispose of, except by mortgage, all or any substantial portion of its property unless such sale, lease or other disposition 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 notices of such proposed sale, lease, or other disposition shall have been contained in the notice of the meeting; provided however, that notwithstanding anything herein contained, or any other provisions of law, the board of directors 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 a deed or deeds of trust upon, or the pledging or encumbering of, any or all 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 revenues and income therefrom, all upon such terms and conditions as the board of directors shall determine, to secure any indebtedness of the Cooperative to United States of America or any instrumentality or agency thereof, or to any bank or other financial institution or organization.
ARTICLE IX
Seal
The corporate seal of the Cooperative shall have inscribed thereon the name of the Cooperative and the words “Seal” and “Butler County, Missouri.”
ARTICLE X
Financial Transactions
SECTION 1. Contracts. Except as otherwise provided in these bylaws, 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 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 and/or countersigned 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.
SECTION 3. Deposits. All funds except petty cash 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 4. Change in Rates. Written notice shall be given to the Administrator of the Rural Utility Services of the United States of America not less than ninety (90) days prior to the date upon which any proposed change in the rates charged by the Cooperative for electric energy becomes effective.
SECTION 5. Fiscal Year. The fiscal year of the Cooperative shall begin on the first (1st) day of January each year and shall end on the thirty-first (31st) day of December of the same year.
ARTICLE XI
Miscellaneous
SECTION 1. Waiver of Notice. Any member or board member may waive in writing any notice of a meeting required to be given by these bylaws. The attendance of a member or board member at any meeting shall constitute a waiver of notice of such meeting by such member or board member, except in case a member or board member shall attend a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting has not been lawfully called or convened.
SECTION 2. Policies, Rules and Regulations. The board shall have power to make and adopt such policies, rules and regulations, not inconsistent with law, the articles of incorporation or these bylaws, as it may deem advisable for the management of the business and affairs of the Cooperative.
SECTION 3. Accounting System and Reports. The board 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 Utility Services of the United States of America. The board 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.
SECTION 4. Area Coverage. The board shall make diligent effort to see that electric service is extended to all unserved persons within the Cooperative service area who
(a) desire such service and (b) meet all reasonable requirements established by the Cooperative as a condition of such service.
ARTICLE XII
Amendments
These bylaws may be altered, amended or repealed by the members at any regular or special meeting, provided the notice of such meeting shall have contained a copy of the proposed alteration, amendment or repeal.
Notwithstanding any other provisions of these bylaws, an affirmative vote of at least 51 % of the membership shall be required to alter, amend or repeal Article Vlll-DISPOSITION OF PROPERTY or this Article XII-AMENDMENTS.
Revised 8-11-23
OZARK BORDER OFFICES
Poplar Bluff-Phone 785-4631 or 1800-392-0567
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OZARK BORDER OFFICES
Poplar Bluff-Phone 785-4631 or 1800-392-0567
STATEMENT OF NONDISCRIMINATION
In accordance with Federal civil rights law and U.S. Department of Agriculture (USDA) civil rights regulations and policies, the USDA, its Agencies, offices, and employees, and institutions participating in or administering USDA programs are prohibited from discriminating based on race, color, national origin, religion, sex, gender identity (including gender expression), sexual orientation, disability, age, marital status, family/parental status, income derived from a public assistance program, political beliefs, or reprisal or retaliation for prior civil rights activity, in any program or activity conducted or funded by USDA (not all bases apply to all programs). Remedies and complaint filing deadlines vary by program or incident.
Persons with disabilities who require alternative means of communication for program information (e.g., Braille, large print, audio tape, American Sign Language, etc.) should contact the responsible Agency or USDA’s TARGET center at (202) 720-2600 (voice and TTY) or contact USDA through the Federal Relay Service at (800) 877-8339. Additionally, program information may be made available in languages other than English.
To file a program discrimination complaint, complete the USDA Program Discrimination Complaint Form, AD-3027, found online at How to File a Program Discrimination Complaint and at any USDA office or write a letter addressed to USDA and provide in the letter all of the information requested in the form. To request a copy of the complaint form, call (866) 632-9992. Submit your completed form or letter to USDA by:
(1) mail:
U.S. Department of Agriculture
Office of the Assistant Secretary for Civil Rights
1400 Independence Avenue, SW
Washington, D.C. 20250-9410;
(2) fax: (202) 690-7442; or
(3) email: program.intake@usda.gov.
This institution is an equal opportunity provider, employer, and lender.
September 21, 2017