Notice of Appointment of Committee on Nominations Pursuant to Rules Governing Annual Meeting Notices and Bylaws Excerpt
Article V Meetings of Members
SECTION 5.01. Annual Meeting. For the purposes of transacting necessary business, and passing upon reports covering the previous fiscal year, the annual meeting of the members shall be held at such place in one of the counties in Texas within which the Cooperative services, beginning at such a date, and time as the Board of Directors shall from year to year fix. PROVIDED FURTHER, to the extent authorized by the Board of Directors, and subject to guidelines and procedures adopted by the Board, an annual Member Meeting may be held without a geographic location if the meeting is held through the internet, electronic, or other communications technology in a manner: (1) permitting the Cooperative to verify that each person participating in the meeting is a member; and (2) permitting members the opportunity to read or hear the proceedings substantially concurrently with their occurrence, vote on matters submitted to the members, ask questions, and make comments (a Virtual Meeting). The Board is also authorized to utilize at its discretion a Virtual Meeting with or in place of an in-person meeting which may include a meal limited to a designated number of members and guests who may be required to RSVP before a designated deadline to qualify for in person attendance. It shall be the responsibility of the Board of Directors to make adequate plans and preparations for, and to encourage member attendance at, the annual meeting. Failure to hold the annual meeting at the designated time and place shall not work a forfeiture or dissolution of the Cooperative.
SECTION 5.02. Special Meetings. A special meeting of the members may be called by the President, the Board of Directors or by any three (3) directors or by petition signed by not less than ten (10) percent 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 in section 5.03. Such a meeting shall be held at such place in one of the counties in Texas within which the Cooperative serves, or to the extent authorized by the Board, be conducted as a Virtual Meeting as described in Section 5.01 above, on such date, not sooner than forty (40) days after the call for such meeting is made or a petition therefor is filed and beginning at such hour and on such day of the week as customary for holding the annual meeting.
SECTION 5.03. Notice of Member Meetings. Written or printed notice of the place, day and hour of the meeting and, in the case of a special meeting or of an annual meeting at which business requiring special notice is to be transacted, the purpose or purposes of the meeting shall be delivered to each member not less than ten (10) days nor more than thirty (30) days prior to the date of the meeting, either personally or by mail, by or at the direction of the President or the Secretary (and, in the case of a special meeting, at the direction of him or those calling the meeting). Any such notice may be included with member service billings or as an integral part of, or with the Cooperative’s monthly newsletter and/or its monthly insert, if any, in Texas Co-op Power. No matter the carrying of which, as provided by law, or by the Cooperative’s Articles of Incorporation or Bylaws requires the affirmative votes of at least a majority of all the Cooperative’s members shall be acted upon at any meeting of the members unless notice of such matter shall have been contained in the notice of the meeting. 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 and postmarked at least ten (10) days prior to the meeting date. In making such computation, the date of the meeting shall not be counted. The incidental and non-intended failure of any member to receive a notice deposited in the mail addressed to the member at his address as shown on the Cooperative’s books shall not invalidate any action which may be taken by the members at any such meeting, and the attendance in person of a member at any meeting of the members shall constitute a waiver of notice of such meeting unless such attendance shall be for the express purpose of objecting to the transaction of any business, or one or more items of business, on the ground that the meeting shall not have been lawfully called or convened. Any member attending any meeting for the purpose of making such objection shall notify the Secretary prior to or at the beginning of the meeting of his objection.
SECTION 5.04. Quorum. A quorum for the transaction of all business at all meetings of the members shall be at least 2 percentum (2%) of the total number of members. Such number of persons shall be (i) present in person; (ii), digitally confirmed to be attending an authorized Virtual Meeting of the members; or (iii) has submitted an official ballot for the meeting which has been received by the Cooperative through electronic voting or by regular mail no later than the day prior to the scheduled meeting. If less than a quorum is present at any meeting a majority of those present in person (including those present virtually, may adjourn the meeting from time to time without further notice.
SECTION 5.05. Voting. Each member who is not in a status of suspension, as provided for in Section 3.01, shall be entitled to only one vote upon each matter submitted to a vote at any meeting of the members. Voting by members other than members who are natural persons shall be allowed upon the presentation to the Cooperative, prior to or upon registration at each member meeting, of satisfactory evidence entitling the person presenting the same to vote. At all meetings of the members, all questions shall be decided by a majority of the members voting thereon, except as otherwise provided by law or by the Cooperative’s Articles of Incorporation or these Bylaws. The Board may authorize mail in voting or digital voting and will adopt rules and guidelines for such alternative voting methods at its discretion to ensure the integrity of voting.
SECTION 5.06. Credentials and Election Committee. The Board of Directors shall, at least ten (10) days before any meeting of the members, appoint a Credentials and Election Committee. The Committee shall consist of an uneven number of members not less than nine (9) who are not members of the Nominating Committee or existing Cooperative employees, agents, officers, directors or known candidates for director, and who are not close relatives (as hereinafter defined) or members of the same household of members of the Nominating Committee or existing Cooperative employees, agents, officers, directors or known candidates for director. The Committee shall elect its own chairman and secretary prior to the member meeting. It shall be the responsibility of the Committee to establish or approve the manner of conducting member registration and any ballot or other voting, to pass upon all questions that may arise with respect to the registration of members in person, to count all ballots or other votes cast in any election or in any other matter, to rule upon the effect of any ballots or other vote irregularly or indecisively marked or cast, to rule upon all other questions that may arise relating to member voting and the election of directors (including but not limited to the validity of petitions of nomination of the qualifications of candidates and the regularity of the nomination and election of directors), and to pass upon any protest or objection filed with respect to any election or to conduct affecting the results of any election. In the exercise of its responsibility, the Committee shall have available to it the advice of the counsel provided by the Cooperative. In the event a protest or objection is filed concerning any election, such protest or objection must be filed during, or within three (3) business days following the adjournment of, the meeting in which the voting is conducted. The Committee shall thereupon be reconvened, upon notice from its chairman, not less than seven (7) days after such protest or objection is filed. The Committee shall hear such evidence as is presented by the protestor(s) or objector(s), who may be heard in person, by counsel, or both, and any opposing evidence; and the Committee, by a vote of a majority of those present and voting, shall, within a reasonable time but not later than thirty (30) days after such hearing, render its decision, the result of which may be to affirm the election, to change the outcome thereof, or to set it aside. The Committee may not affirmatively act on any matter unless a majority of the Committee is present. The Committee’s decision (as reflected by a majority of those actually present and voting) on all matters covered by this section shall be final.
SECTION 5.07. Intentionally Omitted
SECTION 5.08. Order of Business. The order of business at the annual meeting of the members and, insofar as practicable or desirable, at all other meetings of the members shall be essentially as follows: (1) Report of the number of members present in person, virtually, or by submission of an official ballot for the meeting with a vote cast for at least one item on the ballot in order to determine the existence of a quorum; (2) Reading of the notice of the meeting and proof of the due giving thereof, or of 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 taking of necessary action thereon; (4) Presentation and consideration of reports of officers, directors and committees; (5) Election of directors; (6) Unfinished business; (7) New business; and (8) Adjournment. Notwithstanding the foregoing, the Board of Directors or the members themselves may from time to time establish a different order of business for the purpose of assuring the earlier consideration of and action upon any item of business the transaction of which is necessary or desirable in advance of any other item of business: PROVIDED, that no business other than adjournment of the meeting to another time, format, method, and/or place may be transacted until and unless the existence of a quorum is first established.
Article VI Directors
SECTION 6.01. Number and General Powers. The business and affairs of the Cooperative shall be managed by a Board of seven (7) Directors. The Board shall exercise all of the powers of the Cooperative except such as are by law or by the Cooperative’s Articles of Incorporation of the Cooperative or by these Bylaws conferred upon or reserved to the members. The Board of Directors shall have full power and authority to exercise all of the general powers as stated in Section 161.121 of the Texas Utilities Code, including, but not limited to, the following: Said Board may perform any other acts for the Cooperative or its members or for another electric cooperative or its members, and exercise any other power that may be necessary, convenient or appropriate to accomplish the purpose for which the Cooperative is organized, including other or additional purposes benefiting members and non-members whether directly or through affiliates. The Board of Directors shall further have full power and authority to create and organize for profit and/or non-profit, subsidiary corporations which shall be owned by the Cooperative.
SECTION 6.02. Qualifications. A director must be a bonafide resident in the 12-county area served by the Cooperative, a member of the Cooperative, and actively taking service from the Cooperative in the District he is elected. No person shall be eligible to become or remain a director of the Cooperative who is: (1) a close relative of an incumbent director or of an employee of the Cooperative, (2) is not a member in good standing of the Cooperative, or (3) is a former employee of the Cooperative within the past five years immediately preceding the date of the election; PROVIDED, that the operating or chief executive of any member which is not a natural person, such as a corporation, church, etc., or his designee, shall be eligible to become a director, if he or such designee (1) is in substantial permanent occupancy, direction or use of the premises served by the Cooperative, and (2) is a permanent and year-round resident within the 12 county area served by the Cooperative; BUT PROVIDED FURTHER, that no more than one (1) such person may serve on the Board of Directors at the same time. No person shall be eligible to become or remain a director of, or to hold any other position of trust in the Cooperative 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, among others, the members of the Cooperative. Upon establishment of the fact that a nominee for director lacks eligibility under this section or as may be provided elsewhere in these Bylaws, it shall be the duty of the chairman presiding at the meeting at which such nominee would otherwise be voted upon to disqualify such nominee. Upon the establishment of the fact that any person being considered for, or already holding, a directorship or other position of trust in the Cooperative lacks eligibility under this section, it shall be the duty of the Board of Directors to withhold such position from such person, or to cause him to be removed therefrom, as the case may be. Nothing contained in the section shall, or shall be construed to, affect in any manner whatsoever the validity of any action taken at any meeting of the Board of Directors, unless such action is taken with respect to a matter which is affected by the provisions of this section and in which one or more of the directors have an interest adverse to that of the Cooperative.
SECTION 6.03. Election. At each annual meeting of the members, directors shall be elected by the verified members using a method or methods authorized and adopted by the Board of Directors and, except as provided in the first provisions of Section 6.02 of these Bylaws, from among those members who are natural persons: PROVIDED, that, when there is only one nominee for a particular director place, and if there is no objection, secret written balloting may be dispensed with in respect of that particular director place and voting may be conducted in any other proper manner. Directors shall be elected by a majority of the votes cast. Drawing by lot shall resolve, where necessary, any tie votes.
SECTION 6.04. Tenure. To facilitate the election of Directors on a regional basis at an annual meeting held in the vicinity of the Districts up for election, the following procedures shall be implemented: (a) Commencing 2020, and continuing thereafter, Directors shall be so nominated and elected that one Director from or with respect to each Director District Nos. Three (3) and Four (4) shall be elected for three-year terms at the annual member meeting; (b) the following year, Directors shall be so nominated and elected that one Director from or with respect to each Director District Nos. Five (5), Six (6), and Seven (7) shall be elected for three-year terms at the succeeding year annual member meeting; and (c) the following year, Directors shall be so nominated and elected that one Director from or with respect to each Director District Nos. One (1) and Two (2) shall be elected for three-year terms at the next succeeding annual member meeting, and so forth. Upon their election, Directors shall, subject to the provisions of these Bylaws with respect to the removal of Directors, serve until the annual meeting of the members of the year in which their terms expire or until their successors shall have been elected and shall have qualified. If for any reason an election of Directors shall not be held at an annual meeting of the members duly fixed and called pursuant to these Bylaws, such election may be held at an adjournment of such meeting or at a subsequently held special meeting or the next annual meeting of the members. Failure of an election for a given year shall allow incumbents whose directorships would have been voted on to hold over only until the next member meeting at which a quorum is present.
SECTION 6.05. Director Districts. There is hereby created Director District Number One (1), Director District Number Two (2), Director District Number Three (3), Director District Number Four (4), Director District Number Five (5), Director District Number Six (6), and Director District Number Seven (7). The Director or Nominee(s) shall be elected or nominated to or from each Director District so as to give equitable representation on the Board to the geographical areas served or to be served by the Cooperative. Director Districts shall be as so designated by the Board of Directors from time to time as approved by the Board of Directors. A map of the service area and Director Districts is available at the Cooperative headquarters.
SECTION 6.06. Nominations. It shall be the duty of the Board of Directors to appoint, not less than thirty (30) nor more than one hundred twenty (120) days prior to the date of a meeting of the members at which directors are to be elected, a Committee on Nominations. The Committee shall consist of members of the Cooperative, being Two (2) members from each of the Director Districts for which a director is to be elected at the meeting. The Board may appoint up to two (2) additional Committee members from the Cooperative service area to serve as at-large Committee members. The Committee shall not include members who are Cooperative employees, agents, officers, directors or known candidates for director, or who are close relatives (as hereinafter defined), or members of the same household of such existing employees, agents, officers, directors or known candidates for director. The Committee shall prepare and post at the principal office of the Cooperative at least twenty (20) days prior to the meeting a list of nominations for directors to be elected, listing separately the nominee(s) for each Director District from or with respect to which a director must, pursuant to this Article, be elected at the meeting. The Committee may include as many nominees for any director to be elected from or with respect to any Director District as it deems desirable. And twenty-five (25) or more members of the Cooperative, acting together, may make additional nominations in writing over their signatures, listing their nominee(s) in like manner, not less than twenty (20) days prior to the meeting, and the Secretary shall post such nominations at the same place where the list of nominations made by the Committee is posted. The Secretary shall mail to the members with the notice of the meeting, or separately, but at least ten (10) days prior to the date of the meeting, a statement of the names and addresses of all nominee(s) for each Director District from or with respect to which one or more directors must be elected, showing clearly those nominated by the Committee and those nominated by petition, if any. Only candidates whose names appear on the ballot are eligible for election; Write-in candidates and/or nominations for the floor are prohibited. Notwithstanding the provisions contained in this section, failure to comply with any of such provisions shall not effect in any manner whatsoever the validity of any action taken by the Board of Directors after the election of directors.
SECTION 6.07. Voting for Directors; Validity of Board Action. In the election of directors, each member shall be entitled to cast the number of votes (but not cumulatively) which corresponds to the total number of directors to be elected. Each member of the Cooperative shall be entitled to vote for one nominee from or with respect to any particular Director District. Votes cast in violation of the foregoing restriction with respect to one or more Director Districts shall be invalid and shall not be counted with respect to such District or Districts. Notwithstanding the provisions contained in this section, failure to comply with any of such provisions shall not affect in any manner whatsoever the validity of any action taken by the Board of Directors after the election of directors.
SECTION 6.08. Removal of Directors by Members. Any member may bring one or more charges for cause against any one or more directors and may request the removal of such director(s) by reason thereof by filing with the Secretary such charge(s) in writing together with a petition signed by not less than ten (10%) percent of the total membership of the Cooperative, which petition calls for a special member meeting, the stated-purpose of which shall be to hear and act on such charges and, if one or more directors are recalled, to elect their successor(s) and specifies the place, time and date thereof not less than forty (40) days after filing of such petition, or which requests that the matter be acted upon at the subsequent annual member meeting if such meeting will be held no sooner than forty (40) days after the filing of such petition. Each page of the petition shall, in the forepart thereof, state the name(s) and address(s) of the member(s) filing such charge(s), a verbatim statement of such charge(s) and the name(s) of the director(s) against whom such charge(s) is (are) being made. The petition shall be signed by each member in the same name as he is billed by the Cooperative and shall state the signatory’s address as the same appears on such billings. Notice of such charge(s) verbatim, of the director(s) against whom the charge(s) have been made, of the member(s) filing the charge(s) and the purpose of the meeting shall be contained in the notice of the meeting, or separately noticed to the members not less than ten (10) days prior to the member meeting at which the matter will be acted upon: PROVIDED, that the notice shall set forth only twenty (20) of the names (in alphabetical order) of the members filing one or more charges if twenty (20) or more members file the same charge(s) against the same director(s). Such director(s) shall be informed in writing of the charges after they have been validly filed and at least twenty (20) days prior to the meeting of the members at which the charge(s) are to be considered, and shall have an opportunity at the meeting to be heard In person, by witnesses, by counsel or any combination of such, and to present evidence in respect of the charge(s); and the person(s) bringing the charge(s) shall have the same opportunity, but must be heard first. The question of the removal of such director(s) shall, separately for each if more than one has been charged, be considered and voted upon at such meeting: PROVIDED, that the question of the removal of a director shall not be voted upon at all unless some evidence in support of the charge(s) against him shall have been presented during the meeting through oral statements, documents or otherwise. A newly appointed director shall be from or with respect to the same Director District as was the director whose office he succeeds and shall serve the unexpired portion of the removed director’s term.
SECTION 6.09. Vacancies. A vacancy occurring in the Board of Directors by removal by members, death, resignation or otherwise, shall be filled by the Board of Directors. A director thus elected shall serve out the unexpired term of the director whose office was originally vacated and until a successor is elected and qualified: PROVIDED, that such a director shall be from or with respect to the same Director District as was the director whose office was vacated.
SECTION 6.10. Compensation; Expenses. Directors shall, as determined by resolution of the Board of Directors, receive, on a per diem basis, a fixed fee, (a) for attending meetings of the Board of Directors and, when such has had prior approval of the Board of Directors, (b) for the performance of other Cooperative business and attending all other cooperative related meetings. The fee fixed for attending Board meetings need not be the same as the fee or fees fixed for performing other Cooperative business. Directors shall also receive advancement or reimbursement of any travel and out-of-pocket expenses, necessarily and reasonably incurred in attending such meetings and performing such business. The members of the board may adopt resolutions authorizing the payment of insurance benefits for directors. No director shall receive compensation for serving the Cooperative in any other capacity, nor shall any close relative of a director receive compensation for serving the Cooperative, unless the payment and amount of such compensation shall be specifically authorized by a vote of the members or such payment and amount shall be specifically authorized by the Board of Directors upon their certification of such as an emergency measure: PROVIDED, that a director who is also an officer of the Board, and who as such officer performs regular or periodic duties of a substantial nature for the Cooperative in its fiscal affairs, may be compensated in such amount as shall be fixed and authorized in advance of such service by the Board of Directors.
SECTION 6.11. Rules, Policies, Regulations, Rate Schedules, and Contracts. The Board of Directors shall have power to make, adopt, amend, abolish and promulgate such rules, policies, regulations, rate schedules, contracts, security deposits and any other types of deposits, payments or charges, including contributions in aid of construction, not inconsistent with law or the Cooperative’s Articles of Incorporation or Bylaws, as it may deem advisable for the management, administration and regulation of the business and affairs of the Cooperative.
SECTION 6.12. Accounting System and Reports. The Board of Directors shall cause to be established and maintained a complete accounting system of the Cooperative’s financial operations and condition, and shall, after the close of each fiscal year, cause to be made a full, complete and independent audit of the Cooperative’s accounts, books and records reflecting financial operations during, and financial condition as of the end of, such year. A full and accurate summary of such audit reports shall be submitted to the members at or prior to the succeeding annual meeting of the members. The Board may authorize special audits, complete or partial, at any time and for any specified period of time.
SECTION 6.13. Subscription to Statewide Publication. For the purpose of disseminating information devoted to the economical, effective and conservative use of electric energy, the Board of Directors shall be empowered, on behalf of and for circulation to the members periodically, to subscribe to the statewide publication, “Texas Co-op Power”, the annual subscription price for which shall be not less than $2.62 per year (22 cents per copy) nor more than $5.00 per year (42 cents per copy), and which shall be deducted from any funds accruing in favor of such members, so as to reduce such funds in the same manner as would any other expense of the Cooperative.
SECTION 6.14. “Close Relative” Defined. As used in these Bylaws, “close relative” means a person who, by blood or in law, including half, foster, step and adoptive kin, is a spouse, child, grandchild, parent, grandparent, brother, sister, aunt, uncle, nephew or niece of the principal. The above are excerpts from the cooperative’s bylaws. Copies of the bylaws are available at each Big Country Electric Cooperative office upon request. The board of directors has appointed the following members to serve on the nominating committee: Cody Roberts, Russell Beakley, Darrell Richards, W. Ferdie Walker and Jackie Buske. The nominating committee will meet June 23 at 8 a.m. at the Big Country EC office in Roby. Nominations made by the above committee for districts 1 and 2 will be voted on in September through mail-in and online ballots.