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ARTICLE 1
GENERAL
Section 1.1.
Name. The name of the corporation is Clay County Rural Telephone
Cooperative, Inc. (the “Corporation”).
Section 1.2.
Address and Registered Agent. The post office address of the
Corporation’s registered office is P.O. Box 237, 2 South West Street,
Cloverdale, Indiana 46120. The registered agent in charge of the registered
office is the President/Chief Executive Officer.
Section 1.3.
Fiscal Year. The fiscal year of the Corporation shall begin on the first
day of October and end on the last day of September next succeeding.
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ARTICLE 2
MEMBERSHIP
Section 2.1.
Eligibility. Any person, firm, sole proprietorship, partnership,
association, corporation, limited liability company, limited liability
partnership, or body politic or subdivision thereof is eligible to become a
member of the Corporation, unless services are being purchased for wholesale
or resale purposes, upon receipt of telecommunications services from the
Corporation. Each member shall:
a.
Make a written
application for membership;
b.
Agree to purchase
telephone service from the Corporation in accordance with Article 2.5;
c.
Agree to comply with and
be bound by the provisions of the Amended and Restated Articles of Incorporation
(the “Articles of Incorporation”) and the Amended and Restated Bylaws (the
“Bylaws”) of the Corporation, and any rules and regulations adopted by the Board
of Directors; and
d.
Pay the membership fee,
if any that may be required. No member or related entity may hold more than one
membership in the Corporation.
Section 2.2. Definitions and Classifications.
a. The Corporation
recognizes two classes of members or memberships: (i) individual members or
memberships; and (ii) joint members or memberships. No member may hold more
than one membership in the Corporation. No membership in the Corporation shall
be transferable, except on the books of the Corporation and as provided in these
Bylaws.
b. Memberships in the Corporation are extended
only to individual persons (natural or corporate) who meet the requirements of
Section 2.1 of this Article. Joint memberships may be issued by the Corporation
to husbands and wives who reside in the same household and who otherwise meet
the eligibility criteria of Section 2.1 of this Article upon request in writing
from both husband and wife. Thus, the term “member” and “membership” as used in
these Bylaws shall refer to an individual and individual membership, but can be
deemed to include a joint member of joint membership held by a husband and
wife. Any provisions relating to the rights and liabilities of an individual
membership shall apply equally with respect to the holders of joint membership.
A joint membership held by a husband and wife shall be considered a single
membership in the Corporation and does not afford joint members any additional
rights or obligations except as expressly stated in Section 2.2(c) below.
c. Without limiting the generality of the
foregoing, the effect of the hereinafter specified actions by or in respect of
the holders of joint membership shall be as follows:
1.
The presence at a
meeting of either or both shall be regarded as the presence of one member and
shall constitute a joint waiver of notice of the meeting;
2.
The vote of either
separately or both jointly shall constitute one joint vote;
3.
A waiver of notice
signed by either or both shall constitute a joint waiver;
4.
Notice to either shall
constitute notice to both;
5.
Expulsion of either
shall terminate the joint membership;
6.
Withdrawal of either
shall terminate the joint membership;
7.
Either, but not both,
may be elected or appointed as an officer of Board member if individually
qualified;
8.
Upon the death of either
spouse who is a party to the joint membership, such membership shall be
converted to an individual membership. However, the estate of the deceased
shall not be released from any debts due the Corporation;
9.
Either, but not both,
shall pay a membership fee;
10.
Either shall have access
to their account and billing information concerning services provided by the
Corporation;
11.
Both shall share a
single capital account with the Corporation; and
12.
In the event of a
divorce of joint members, it is the responsibility of the joint members to
notify the Corporation in writing of any changes to the manner by which capital
credits are to be distributed in the future. Unless notified in writing, the
Corporation is entitled to distribute capital credits as indicated in its
records without liability to either joint member.
Section 2.3.
Membership Certificates. Membership in the Corporation may be evidenced
by a membership certificate, which shall be in the form and shall contain such
provisions as shall be determined by the Board of Directors. Membership
Certificates shall designate the classification of membership as individual or
joint. No membership certificate shall be issued until the membership fee, as
determined by the Board of Directors of the Corporation, has been paid in full.
In case a certificate is lost, destroyed, or mutilated, a new certificate may be
issued upon such uniform terms and indemnity to the Corporation as the Board of
Directors may prescribe.
Section 2.4.
Membership Fees. The membership fee if any shall be determined by the
Board of Directors.
Section 2.5.
Purchase of Services. Each person or corporation shall take service from
the Corporation and shall pay monthly at rates in accordance with the rates,
fees and charges established by the Corporation from time-to-time. It is
expressly understood that amounts paid for service in excess of costs are
furnished by members as capital and each member shall be credited with the
capital so furnished as provided by these Bylaws. Each member shall also pay
all amounts owed to the Corporation as and when the same shall become due and
payable.
Section 2.6.
Termination of Membership.
Any member may withdraw from
membership upon compliance with such uniform terms and conditions as the Board
of Directors may prescribe. A member shall be expelled from membership for
cause when that member’s service has been disconnected for reason of failure to
pay any amounts due to the Corporation or violation of the Corporation’s rules
regarding extension of service. Such expulsion shall be effective thirty (30)
days following disconnection of service. The membership of a member, who for a
period of thirty (30) days after service is available to him has not permitted
the installation of service or of a member who has ceased to purchase service
from the Corporation, shall be cancelled automatically.
a.
Upon the withdrawal,
death, cessation of existence, or expulsion of a member, the membership of such
member shall immediately terminate. Termination of membership in any manner
shall not release a member or the member’s estate from any debts due the
Corporation.
b.
In case of withdrawal or
termination of membership in any manner, the Corporation shall repay to the
member, in a manner and period determined by the Board of Directors, the amount
of the membership fee paid and/or capital credits, provided, however, the
Corporation may deduct from the amount of the membership fee the amount of any
debts or obligations owed by the member to the Corporation.
Section 2.7.
Rights and Liabilities of Members.
a.
Service Obligations.
1.
The Corporation will use
reasonable diligence to furnish adequate and dependable services, but it cannot
and does not guarantee uninterrupted services nor will it always be able to
provide every service desired by each individual member.
2.
The members pledge to
purchase all services from the Corporation to the extent that its services are
able to meet the members’ needs and are competitively priced.
b.
Cooperation of the
Members in the Extension of Services.
The cooperation of the members
of the Corporation is imperative to the successful, efficient and economical
operation of the Corporation. Members who are receiving or who are requesting
service shall be deemed to have consented to the reasonable use of their real
property to construct, operate, maintain, replace or enlarge telephone and/or
service lines, overhead or underground, including all conduit, cables, wires,
surface testing terminals, markers and other appurtenances under, through,
across, and upon any real property or interest therein owned or leased or
controlled by said member for the furnishing of telephone or communication
service to said member, or any other member, at no cost to the Corporation.
When requested by the Corporation, the member agrees to execute any reasonable
easement or right-of-way contract on a form to be furnished by the Corporation.
c.
Property Interest of
Members. Subject to
the Articles of Incorporation, upon dissolution and after:
1.
All debts and
liabilities of the Corporation have been paid, as provided in these Bylaws;
2.
All capital furnished
through patronage has been retired as provided in these Bylaws; and
3.
All membership fees have
been repaid, the remaining property and assets of the Corporation shall be
distributed among the members and former members, in the proportion which the
aggregate patronage of each member or former member bears to the total patronage
of all members during the five (5) years immediately preceding the date of the
filing of the certificate dissolution.
d.
Nonliability for
Debts of the Corporation.
The private property of the members shall be exempt from execution or other
liability for the debts of the Corporation. No member shall be liable or
responsible for any debts or liabilities of the Corporation.
Section 2.8.
Annual Meeting. There shall be an annual meeting of the members of the
Corporation. The annual meeting of the members generally shall be held during
the months of April or May each year at such place within a county served by the
Corporation as the Board of Directors shall specify and which shall be
designated in the notice of the meeting. At the annual meeting, the Chairman,
President/Chief Executive Officer, and the Treasurer of the Corporation, or
their designees, shall report on the activities and financial condition of the
Corporation. In addition, the members shall consider and act upon such other
matters as may be raised consistent with the notice requirements of Section
2.10. It shall be the responsibility of the Board of Directors to make adequate
plans and preparation for the annual meeting. Failure to hold the annual
meeting at the designated time shall not work a forfeiture or dissolution of the
Corporation, nor affect the validity of any corporate action.
Section 2.9.
Special Meetings. Special meetings of the members of the Corporation may
be called at any time by the Secretary of the Corporation upon resolution of the
Board of Directors, upon demand of the Chairman of the Corporation, by written
request signed by any three (3) members of the Board of Directors, or by written
petition describing the purpose of the special meeting that is dated and signed
by at least five percent (5%) of all the members. A special meeting shall be
held within not less than ten (10) nor more than forty-five (45) days from
notice at a place within one of the counties served by the Corporation as
designated by the Board of Directors and shall be specified in the notice of the
special meeting. Notice of such special meeting and the purposes of such
special meeting shall be given in accordance with the requirements of Section
2.10. No business other than that specified in the notice shall be transacted
at any special meeting.
Section 2.10.
Notice of Meetings. Written notice stating the place, day, and hour of a
meeting of the members and, in case of a special meeting or an annual meeting at
which business requiring notice is to be transacted, the purpose or purposes for
which the meeting is called, shall be delivered not less than ten (10) days nor
more than forty-five (45) days before the date of the meeting, either personally
or by mail, by or at the direction of the Chairman or the Secretary, or upon a
default in duty by the Secretary, by the officers or persons who called the
meeting, to each member of record. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail, in a sealed envelope
addressed to the member at his, her, or its address as it appears on the current
records of the Corporation, with postage thereon prepaid. The unintended
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 2.11.
Waiver of Notice. Notice may be waived in a writing, signed by the
member entitled to notice, and filed with the minutes or the corporate records.
Attendance at or participation in any meeting:
a.
Waives objection to lack
of notice unless the member at the beginning of the meeting objects to holding
the meeting or transacting business at the meeting; and
b.
Waives objection to
consideration of a particular matter at the meeting that is not within the
purposes described in the meeting notice, unless the member objects to
considering the matter when the matter is presented.
Section 2.12.
Quorum. Business may not be transacted at a meeting, except where a
different quorum is required under another provision in these Bylaws or by the
Rural Telephone Cooperative Act (the “Act”), unless a quorum of at least fifty
(50) members are present in person at a meeting of the members. Any meeting of
the voting members, including annual and special meetings or any adjournments
thereof, may be adjourned to a later date when less than a quorum is present.
Unless at least one-third (1/3) of the membership is present, in person, the
only matters that may be voted upon at an annual or special meeting of the
members are those matters that are described in the meeting notice. At all
meetings of the members, whether a quorum be present or not, the Secretary shall
affix to the meeting minutes, or incorporate therein by reference, a list of
those members who were registered as a present person.
Section 2.13.
Vote of Members. Each member shall be entitled to only one (1) vote upon
each matter submitted to a vote at a meeting of the members. All questions
shall be decided by a vote of a majority of the members voting thereon in
person, voting by proxy not being authorized, except as otherwise provided by
law, the Articles of Incorporation, or these Bylaws.
Section 2.14.
Means of Communication. The Corporation and the Board of Directors may:
a.
Permit a member to
participate in an annual or special meeting, or
b.
Conduct an annual or
special meeting through the use of any means of communication by which all
members participating shall simultaneously hear one another during the meeting.
A member participating in the meeting by such means shall be considered present
in person at the meeting.
Section 2.15.
Dues and Membership Requirements. Dues for membership and other
requirements for membership shall be prescribed from time to time by the Board
of Directors.
Section 2.16.
Order of Business. Except as otherwise determined by the members at such
meeting, the order of business at the annual meeting of the members shall be
essentially as follows:
a.
Report on the number of
members present in order to determine the existence of a quorum;
b.
Reading of either 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;
c.
Reading of unapproved
minutes of the previous meeting of the members and the taking of necessary
action regarding the same;
d.
Presentation and
consideration of reports of officers, directors, and committees;
e.
Report of election of
board members;
f.
Unfinished business;
g.
New business; and
h.
Adjournment.
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ARTICLE 3
BOARD OF
DIRECTORS
Section 3.1.
Directors. The affairs of the Corporation shall be managed,
controlled, and conducted by, and under the supervision of, the Board of
Directors (“Board of Directors”), subject to the provisions of the Articles
of Incorporation, these Bylaws, the Act, and any other applicable law. The
Board of Directors shall have the number of members, no less than three (3)
and no greater than nine (9), as designated by resolution of the Board of
Directors from time to time. Whenever the directors have not, by
resolution, specified the exact number of directors, the number shall be
nine (9).
Section 3.2.
Qualifications To Be Nominated, To Become, Or To Remain A Director.
a.
Any member shall be
eligible to be nominated, elected, and remain a Director of the Corporation
provided that he/she:
1.
Resides in the exchange
from which he or she is elected, and has resided there for more than ninety (90)
days during the last twelve (12) month period. A person acting as
representative of a member not a natural person must be a resident in the
exchange to be represented.
2.
Is not an employee of
the Corporation, or has not been employed by the Corporation in the two (2)
years prior to the election, or in any material way financially interested in a
competing enterprise or a business engaged in selling communication services or
communication supplies or maintaining communication facilities. The Board of
Directors may, by general rule or in particular circumstances determine which
interests in competing enterprise are material.
3.
Is not closely related
to an incumbent Director or an employee of the Corporation. As used here,
“closely related” means a person who is related to the principal person by
consanguinity or affinity, to the second degree or less - - that is, a person
who is either a spouse, child, grandparent, parent, brother, sister, aunt,
uncle, nephew, or niece, by blood or in law, of the principal. However, no
incumbent Director shall lose eligibility to remain a director or to be
reelected as a Director if he or she becomes a close relative of another
incumbent Director or of a Corporation employee because of a marriage to which
he was not a party; neither shall an employee lose eligibility to continue in
the employment of the Corporation if he or she becomes a close relative of a
Director because of a marriage to which he or she was not a party.
4.
Notwithstanding the
foregoing, the Board of Directors shall adopt a written policy which will govern
the application in practice of this Bylaw section to assure no employee will
suffer unjust or unreasonable discrimination because of marital status.
5.
A member who is in good
standing, a member who has a history of patronizing the Corporation and paying
the Corporation timely for telecommunications services, and a member who is
bondable.
b.
To remain a Director,
the incumbent must not be absent from three (3) or more of the regular, special,
or annual meetings during each twelve-month period, beginning with the month of
his/her election. Upon establishment of the fact that a Director or nominee is
in violation of any of the provisions of this Section, the Board of Directors
shall determine what, if any, action should be taken in light of the
circumstances, up to and including declaring the office vacant.
c.
Nothing in this Section
shall affect, in any manner whatsoever, the validity of any action taken at any
meetings of the Board of Directors.
Section 3.3.
Terms. A board member shall serve for a period of three (3) years or
until a successor is elected and qualified, unless such term shall end sooner by
death, resignation, change of residence from the district, or vacancy.
Section 3.4.
Voting District. The territory served or to be served by the Corporation
shall be divided into nine (9) districts. Each district shall be represented by
one (1) director, regardless of the number of members in such district. A
district is defined as a telephone exchange area. The nine (9) districts shall
be as follows:
District No. 1 Ex. prefix 986 - Poland
District No. 2 Ex. prefix 672 -
Reelsville
District No. 3 Ex. prefix 526 -
Mt. Meridian
District No. 4 Ex. prefix 528 -
Eminence
District No. 5 Ex. prefix 795 -
Cloverdale
District No. 6 Ex. prefix 859 -
Patricksburg
District No. 7 Ex. prefix 386 -
Coatesville
District No. 8 Ex. prefix 996 -
Monrovia
District No. 9 Ex. prefix 292 -
Atlanta
Section 3.5.
Nomination and Election of Directors.
a.
Nominations.
Any fifteen (15) or more members of a district, acting together, may make
nominations for a director to represent such district by filing a petition with
the Secretary no later than March 1, and the Secretary shall post such
nominations at the registered office. The Secretary shall be responsible for
mailing to the members within a district the notice of the names and addresses
of the candidates, the number of candidates to be elected, the location and date
of the election, and other appropriate information. Such notice shall be mailed
at least ten (10) days before such election. If after March 1, there is only
one (1) person nominated for election to the Board of Directors from a District,
the board at its option, may declare said person elected, to avoid additional
expenses.
b.
Election of Directors.
Election of directors shall be held at one location within each district from
which a director is to be elected, and at a time and place designated by the
Board of Directors, except that such elections shall be held no less than ten
(10) days, except in the case of a run-off, nor more than thirty (30) days prior
to the next annual meeting of the members. The election shall be held under the
supervision of the Board of Directors, and the Board of Directors shall be
responsible for providing the necessary materials and personnel for the conduct
of such elections. The Board of Directors shall establish any additional
necessary rules for the conduct of such elections. The ballots shall be printed
or mimeographed, and the elections shall be conducted in such a way that the
balloting is secret. Each member is entitled to cast one (1) vote within the
district he or she resides. The candidate receiving the highest number of votes
shall be declared elected. Each candidate so elected shall serve a three (3)
year term of office, such term beginning at the adjournment of the next annual
meeting of the members.
c.
Election Tie.
In the event that the candidates have an election tie, a run-off election shall
be held. Notification of the run-off election shall be given to the members of
that district stating the election location within the district and time.
d.
Time of Election of
Director for Each District.
The election for the director of each district shall be as follows:
1.
Directors beginning a
three (3) year term of office starting at adjournment of the April, 1988, annual
meeting of the members shall have been elected immediately prior thereto by the
provisions mentioned heretofore from districts numbered 4 and 7 (total of two
(2) to be elected).
2.
Directors beginning a
three (3) year term of office starting at adjournment of the April, 1989, annual
meeting of the members shall have been elected immediately prior thereto by the
provisions mentioned heretofore from districts numbered 2, 3, 8 and 9 (total of
four (4) to be elected); thereafter, district 9 shall be elected the same year
as districts 4 and 7.
3.
Directors beginning a
three (3) year term of office starting at adjournment of the April, 1990, annual
meeting of the members shall have been elected immediately prior thereto by the
provisions mentioned heretofore from districts number 1, 5, and 6 (total of
three (3) to be elected).
4.
Thereafter, elections
shall be held within each district as required as the three (3) year terms of
office of the directors expire.
Section 3.6.
Compensation. Members of the Board of Directors shall not receive any
salary for their services, except that the Board of Directors may, by
resolution, authorize compensation for Corporation business, including insurance
benefits, which has been authorized by the Board of Directors. If authorized by
the Board of Directors, board members may also be reimbursed for expenses
actually and necessarily incurred in carrying out Corporation business or be
granted a reasonable per diem allowance by the board in lieu of detailed
accounting.
Section 3.7.
Quorum and Voting. Except where a different quorum is required under
another provision of these Bylaws or law, a majority of the directors who are in
office immediately before a meeting begins shall constitute a quorum for the
transaction of any business properly to come before the Board of Directors.
Each such director shall be entitled to one (1) vote on each question that comes
before a meeting of the directors. The act of a majority of the voting
directors present at the meeting at which a quorum is present shall be the act
of the Board of Directors.
If less than a majority of the
directors is present, a majority of the Board of Directors present may adjourn
the meeting from time to time; provided, further, that the Secretary shall
notify any absent directors of the time and place of such adjourned meeting.
Section 3.8.
Annual Meeting. There shall be a meeting of the Board of Directors,
hereinafter referred to as the annual meeting, for the purpose of electing
officers of the Corporation and addressing such other matters as may be raised.
The annual meeting of the Board of Directors shall be held within thirty (30)
days of the annual meeting of the members.
Section 3.9.
Regular Meetings. A minimum of at least ten (10) additional regular
meetings shall be held each year at such time and place as designated by the
Board of Directors. Such regular meetings may be held without notice other than
a resolution of the Board of Directors fixing the time and place thereof.
Section 3.10.
Special Meetings. The Board of Directors may hold special meetings for
any lawful purpose upon proper notice, as described in Section 3.11, upon call
by the Secretary, upon demand by the Chairman of the Corporation or upon demand
by three (3) members of the Board of Directors. A special meeting shall be held
at such date, time, and place as is specified in the call of the meeting.
Section
3.11. Notice of
Meetings. Written notice of the date, time, and place of each meeting of
the Board of Directors shall be communicated, delivered, or mailed by the
Secretary of the Corporation, or by the person or persons calling the meeting,
to each member of the Board of Directors so that such notice is effective at
least two (2) days before the date of the meeting. If mailed, such notice shall
be deemed to be delivered when deposited, postage prepaid, in the United States
mail addressed to the director at his or her address as it appears on the
Corporation’s current records. Written notice shall be effective at the
earliest of the following:
a.
when received;
b.
five (5) days after the
notice is mailed, as evidenced by the postmark or private carrier receipt, if
mailed correctly addressed to the address listed in the most current records of
the Corporation;
c.
on the date shown on the
return receipt, if sent by registered or certified United States mail, return
receipt requested, and the receipt is signed by or on behalf of the addressee;
d.
thirty (30) days after
the notice is deposited with another method of the United States Postal Service
other than first class, registered, or certified postage affixed, as evidenced
by the postmark, if mailed correctly addressed to the address listed in the most
current records of the Corporation; or
e.
seventy-two (72) hours
after the sender receives back a report that an e-mail message was transmitted
successfully to the directors’ e-mail address as it appears in the Corporation’s
current records.
Section 3.12.
Waiver of Notice. Notice may be waived in writing, signed by the
director entitled to the notice, and filed with the minutes or the corporate
records. Attendance at or participation in any meeting of the Corporation’s
Board of Directors shall constitute a waiver of notice of such meeting unless
the director shall, at the beginning of the meeting or promptly upon the
director’s arrival, object to holding the meeting and does not vote for or
assent to action taken at the meeting.
Section 3.13.
Means of Communication. The Corporation and the Board of Directors may:
a.
permit a director to
participate in an annual or special meeting; or
b.
conduct an annual or
special meeting through the use of any means of communication by which all
directors participating may simultaneously hear each other during the meeting.
A director participating in a meeting by such means shall be considered present
in person at the meeting.
Section 3.14.
Action by Written Consent. Any action required or permitted to be taken
at any meeting of the Board of Directors, or any committee thereof, may be taken
without a meeting if a written consent describing such action is signed by each
director or all committee members, as the case may be, and such written consent
is included in the minutes or filed with the corporate records reflecting the
action taken. Action taken by written consent shall be effective when the last
director or committee member signs the consent, unless the consent specified
prior or subsequent effective date. A consent signed as described in this
Section shall have the effect of a meeting vote and may be described as such in
any document.
Section 3.15.
Powers. The Board of Directors shall have and exercise the following
powers, among those otherwise permitted by law:
a.
To make, alter, amend,
or repeal bylaws for the regulation and management of the affairs of the
Corporation not inconsistent with the Act or with the Articles of Incorporation.
b.
To appoint agents and
employees and to fix their compensation and the compensation of the officers of
the Corporation.
c.
To execute instruments
on behalf of the Corporation.
d.
To delegate one or more
of the directors or to the agents and employees of the Corporation such powers
and duties as it may deem proper.
e.
To make its own
policies, rules, regulations, and procedures, not inconsistent with the Act, the
Articles of Incorporation, and these Bylaws, as it may deem advisable for the
management of the business and affairs of the Corporation.
The Board
of Directors shall not have powers that are inconsistent with the Articles of
Incorporation, these Bylaws, the Act, or any other applicable law.
Section 3.16.
Vacancies. When a vacancy occurs on the Board of Directors for any
reason other than the expiration of the director’s term or an increase in the
number of directors, the remaining directors shall, by majority vote, elect a
director to serve the balance of the term vacated. Such elected director must
be qualified to serve pursuant to Section 3.2. Such vacancy shall be filled by
the Board of Directors within sixty (60) days from the date such vacancy
occurs. When a vacancy occurs by reason of the expiration of a director’s term
or an increase in the number of directors, the vacancy shall be filled by
majority vote of the members entitled to vote in the applicable district,
pursuant to Section 3.5.
Section 3.17.
Removal of Board Members by Members and Resignations.
a.
Any member may bring
charges against a board member relating to the duties and responsibilities of
his or her position by filing with the secretary such charges in writing
together with a petition signed by either ten (10) percent or two hundred (200),
whichever is the lesser, of the members within the charged board member’s
district and such charges may request the removal of such board member by reason
thereof. The Board of Directors shall call a special meeting of the members of
the charged board member’s district, by giving notice of such special meeting in
accordance with Section 2.10, which shall be held no later than forty-five (45)
days after the petition is filed with the secretary of the Corporation. Such
board member shall be informed in writing of the charges at least ten (10) days
after the petition is filed with the secretary of the Corporation. The charged
board member shall have an opportunity at the special 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. The question of the removal of such board member shall be
considered and voted upon at the special meeting of the members of that
district. No director shall be removed from office by the members unless there
is a quorum of twenty (20) percent of the members of the charged board member’s
district and by a vote of two-thirds (2/3) of the members present from the
charged board member’s district. Any vacancy created by such removal shall be
filled by vote of the Board of Directors as described in Section 3.16.
b.
A director may resign at
any time by written notice delivered to the Board of Directors, the Chairman or
Secretary of the Corporation. A resignation is effective when the notice is
delivered unless the notice specifies a future date not more than sixty (60)
days from the date of the written notice. The pending vacancy may be filled
before the effective date but the successor shall not take office until the
effective date.
Section 3.18.
Ethics. As a trustee on behalf of the membership, a director should
avoid even the appearance of using his position for his or her personal gain or
for the benefit of any third parties.
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ARTICLE 4
BOARD
OFFICERS
Section 4.1.
In General. The officers of this Corporation shall be a Chairman, a
Vice-Chairman, a Secretary, a Treasurer, and such other officers as the
Board of Directors may otherwise elect. The offices of Secretary and
Treasurer may be held by the same person. Each officer shall be elected by
the Board of Directors at the annual meeting of the directors, or as soon
thereafter as may be convenient. Each officer shall serve for one (1) year
and until the officer’s successor is elected and qualified. The Chairman
and the Vice-Chairman shall be elected from members of the Board of
Directors. Any officer may be removed by the Board of Directors at any
time, with or without cause. Any vacancy occurring in any office shall be
filled by the Board of Directors, and the person elected to fill such
vacancy shall serve until the expiration of the term vacated.
Section 4.2.
Charges Against Officers. Any member of the Corporation may bring
charges against an officer by filing with the Secretary such charges in writing
together with a petition signed by either five percent (5%) or two hundred
(200), whichever is the lesser of all 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 meeting
of the Board of Directors at which the charges are to be considered. The
officer shall have an opportunity at the meeting to be heard in person or by
counsel and to present evidence with respect to the charges; and the person or
persons bringing the charges against him shall have the same opportunity. The
Board of Directors shall call a special meeting to hear such charges and
presentation of evidence, and shall vote on whether the officer charged shall be
removed.
Section 4.3.
Chairman. The Chairman shall:
a.
preside at all meetings
of the members and at all meetings of the Board of Directors of the Corporation;
b.
be responsible for
implementation of policies established by the Board of Directors;
c.
sign any deeds,
mortgages, deeds of trust, bonds, contracts, or other instruments on behalf of
the Corporation authorized by the Board of Directors to be executed except in
cases in which the signing and execution thereof shall be expressly delegated by
the Board of Directors or these Bylaws to some other officer or agent of the
Corporation, or shall be required by the Act to be otherwise signed and
executed;
d.
serve as an ex-officio
member of all committees;
e.
perform the duties
incident to the office of Chairman of the Corporation and such other duties as
the Board of Directors may prescribe; and
f.
hold the office of
Chairman for no more than three (3) consecutive years.
Section 4.4.
Vice Chairman. The Vice Chairman shall act in the place of the Chairman
and be empowered to perform all acts that the Chairman is authorized to perform
in the event of the Chairman’s absence, inability, or refusal to act. In that
event, the Vice Chairman shall have all the powers of and be subject to all the
restrictions upon the Chairman. The Vice Chairman shall perform the duties
usual to such position and such other duties as the Board of Directors or
Chairman may prescribe.
Section 4.5.
Secretary. The Secretary shall:
a.
be the custodian of all
papers, books, records, and the seal of the Corporation, other than books of
account and financial records;
b.
prepare, enter in the
minute book, and distribute the minutes of all meetings of the members and of
the Board of Directors;
c.
serve notices, conduct
correspondence, and authenticate records of the Corporation as necessary;
d.
have charge of and keep
up to date a list of the names and addresses of all members;
e.
keep on file at all
times a complete copy of the Articles of Incorporation and the Bylaws of the
Corporation containing all amendments thereto (which copy shall always be open
to inspection by any member);
f.
maintain a current list
of members of the Board of Directors and their respective terms of office; and
g.
perform the duties usual
to such position and such other duties as the Board of Directors or Chairman may
prescribe.
Section 4.6.
Treasurer. The Treasurer shall:
a.
prepare and maintain, or
cause to be prepared and maintained, correct and complete records of account
showing accurately the financial condition of the Corporation;
b.
receive, account for,
and place, or cause to be received, accounted for, or placed, in safekeeping as
the Treasurer may from time to time prescribe, all notes, securities, and other
assets coming into the possession of the Corporation;
c.
furnish, or cause to be
furnished, whenever requested by the Board of Directors or the Chairman, a
statement of the financial condition of the Corporation;
d.
serve as financial
advisor to the Corporation’s President-Chief Executive Officer; and
e.
perform the duties usual
to such position and such other duties as the Board of Directors or Chairman may
prescribe.
Section 4.7.
Bonds of Officers. The Secretary, Treasurer, and any other officer or
agent of the Corporation 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 Directors shall determine. The Board of Directors in its discretion
may also require any other officer, agent, or employee of the Corporation to be
bonded in such amount and with such surety as it shall determine.
Section 4.8.
Compensation. The powers, duties, and compensation of officers and
agents shall be fixed by the Board of Directors.
Section 4.9.
Reports. The officers of the Corporation shall submit at each annual
meeting of the members reports covering the business of the Corporation for the
previous fiscal year. Such reports shall set forth the condition of the
Corporation at the close of such fiscal year.
Section 4.10.
Other Officers. Each other officer of the Corporation shall perform such
duties as the Board of Directors or Chairman may prescribe.
Section 4.11.
Removal of Officers. Any officer (either Board or Operations Officer)
may be removed by the Board of Directors whenever in its judgment the best
interest of the Corporation will be served thereby, subject to the rights, if
any, of an officer under any contract of employment. Election or appointment
shall not of itself create contract rights.
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ARTICLE 5
OPERATIONS OFFICERS
Section 5.1. President-Chief Executive Officer.
The President-Chief Executive Officer (sometimes “President”) may be,
but is not required to be, a member of the Corporation. The President
shall, subject to the control of the Board, have general supervision,
direction, and control of the day-to-day business affairs of the
Corporation. This officer shall have the general powers and duties of
management usually vested in the office of President-Chief Executive
Officer of a corporation and shall have such other powers and duties as
may be prescribed by the Board or the Bylaws and shall perform such
duties and shall exercise such authority as the Board may from time to
time vest in him or her. The President-Chief Executive Officer shall
report to and be held accountable by the Board of Directors.
Section 5.2. Vice-President. As necessary to
help the President with the day-to-day operation of the Corporation, the
President may appoint one or more Vice-Presidents, subject to the advice
and confirmation of the Board of Directors. The duties of any
Vice-President shall be to perform such acts and duties as may be
prescribed by the Board of Directors or the President.
Section 5.3. Vice President-Chief Financial
Officer. As necessary, the Vice President-Chief Financial Officer
(“CFO”) shall be appointed by the President, subject to advice and
confirmation of the Board of Directors. The CFO shall keep and
maintain, or cause to be kept and maintained, adequate and correct books
and records of accounts of the properties and business transactions of
the Corporation. The books of account shall at all reasonable times be
open to inspection by any Director.
The CFO shall deposit all monies and other valuables in the
name and to the credit of the Corporation with such depositories as may
be designated by the Board of Directors. The CFO shall disburse the
funds of the Corporation as may be ordered by the Board, shall render to
the Chairman and Directors, whenever they request it, an account of all
of the CFO’s transactions and of the financial condition of the
Corporation, and shall serve on the audit committee, and have other
powers and perform such other duties as may be prescribed by the Board
of Directors, the President, or the Bylaws.
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ARTICLE 6
COMMITTEES
Section 6.1.
Generally. The Chairman, with the approval of the Board of
Directors or the Board of Directors, may establish committees and
appoint members of the Board of Directors to serve on such committees to
accomplish the goals and perform the programs of the Corporation. Such
committees shall have such responsibilities and powers as the Chairman
or the Board of Directors shall specify and shall be subject to the
authority and supervision of the Board of Directors.
Section 6.2.
Organization and Operation. Committees of the Corporation shall
comprise not less than two (2) individuals, all of whom shall be members
of the Board of Directors. Meetings of a committee shall be called by
the Chairman of the committee or by a majority of the committee. Any
expenditure of corporate funds by a committee shall be approved by the
Board of Directors. Committee members shall serve for terms that expire
with each annual meeting, unless longer terms are specified by the Board
of Directors. Committee members may be removed by the Chairman, with or
without cause.
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ARTICLE 7
INDEMNIFICATION
Section 7.1.
Indemnification by the Corporation. Every person (and the heirs
and personal representatives of such person) who is or was a director,
officer, employee or agent of the Corporation shall be indemnified by
the Corporation against all liability and reasonable expense that may be
incurred by him or her in connection with or resulting from any claim,
action, suit or proceeding.
a.
if such person
is wholly successful with respect thereto or;
b.
if not wholly
successful, then if such person is determined as provided in 7.3 to have
acted in good faith, in what he or she reasonably believed to be the
best interests of the Corporation (or, in any case not involving the
person’s official capacity with the Corporation, in what he or she
reasonably believed to be not opposed to the best interests of the
Corporation) and, in addition, with respect to any criminal action or
proceeding, is determined to have had reasonable cause to believe that
the conduct was lawful (or no reasonable cause to believe that the
conduct was unlawful). The termination of any claim, action, suit, or
proceeding, by judgment, settlement (whether with or without court
approval), shall not create a presumption that a person did not meet the
standards of conduct set forth in this Article 7.
Section 7.2.
Definitions.
a.
As used in this
Article 7, the terms “claim, action, suit, or proceeding” shall include
any threatened, pending, or completed claim, action, suit, or proceeding
and all appeals thereof (whether brought by or in the right of this
Corporation, any other corporation or otherwise), civil, criminal,
administrative, or investigative, whether formal or informal, in which a
person (or her or his heirs or personal representatives) may become
involved, as a party or otherwise:
1.
by reason of her
or his being or having been a director, officer, employee or agent of
the Corporation or of any corporation where he or she served as such at
the request of the Corporation; or
2.
by reason of her
or his acting or having acted in any capacity in a corporation,
partnership, joint venture, association, trust, or other organization or
entity where he or she served as such at the request of the Corporation;
or
3.
by reason of any
action taken or not taken by her or him in any such capacity, whether or
not he or she continues in such capacity at the time such liability or
expense shall have been incurred.
b.
As used in this
Article 7, the terms “liability” and “expense” shall include, but shall
not be limited to, counsel fees and disbursements and amounts of
judgments, fines, or penalties against, and amounts paid in settlement
by or on behalf of, a person.
c.
As used in this
Article 7, the term “wholly successful” shall mean:
1.
termination of
any action, suit, or proceeding against the person in question without
any finding of liability or guilt against her or him;
2.
approval by a
court, with knowledge of the indemnity herein provided, of a settlement
of any action, suit, or proceeding, or
3.
the expiration
of a reasonable period of time after the making of any claim or threat
of any action, suit, or proceeding without the institution of the same,
without any payment or promise made to induce a settlement.
Section 7.3.
Entitlement to Indemnification. Every person claiming
indemnification hereunder (other than one who has been wholly successful
with respect to any claim, action, suit, or proceeding) shall be
entitled to indemnification:
a.
if special
independent legal counsel, which may be regular counsel of the
Corporation or other disinterested person or persons, in either case
selected by the Board of Directors (such counsel or person or persons
being hereinafter called the referee), shall deliver to the Corporation
a written finding that such person has met the standards of conduct set
forth in the preceding 7.1; and
b.
if the Board of
Directors, acting upon such written finding, so determines. The person
claiming indemnification shall, if requested, appear before the referee
and answer questions, which the referee deems relevant and shall be
given ample opportunity to present to the referee evidence upon which he
or she relies for indemnification. The Corporation shall, at the
request of the referee, make available facts, opinions or other evidence
in any way relevant to the referee’s findings, which are within the
possession or control of the Corporation.
Section 7.4.
Relationship to Other Rights. The right of indemnification
provided in this Article 7 shall be in addition to any rights to which
any person may otherwise be entitled.
Section 7.5.
Extent of Indemnification. Irrespective of the provisions of
this Article 7, the Board of Directors may, at any time and from time to
time, approve indemnification of members, directors, officers,
employees, agents, or other persons to the fullest extent permitted by
the Act, any other applicable law, or, if not permitted, then to any
extent not prohibited by such law, whether on account of past or future
transactions.
Section 7.6.
Advancement of Expenses. Expenses incurred with respect to
any claim, action, suit, or proceeding may be advanced by the
Corporation, by action of the Board of Directors, prior to the final
disposition thereof upon receipt of an undertaking by or on behalf of
the recipient to repay such amount unless he or she is entitled to
indemnification.
Section 7.7.
Purchase of Insurance. The Board of Directors is authorized and
empowered to purchase insurance covering the Corporation’s liabilities
and obligations under this Article VII and insurance protecting the
Corporation’s directors, officers, employees, agents, or other persons.
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ARTICLE 8
NONPROFIT ORGANIZATION
Section 8.1.
Interest or Dividends on Capital Prohibited. The Corporation
shall at all times be operated on a cooperative nonprofit basis for the
mutual benefit of its members. No interest or dividend shall be paid or
payable by the Corporation on any capital furnished by its members.
Section 8.2.
Patronage Capital in Connection with Furnishing Telephone and Other
Communication Services. In the furnishing of telephone and other
communication services, the Corporation’s operations shall be so
conducted that all members will through their patronage furnish capital
for the Corporation. In order to induce patronage and to assure that
the Corporation will operate on a nonprofit basis, the Corporation is
obligated to account on a patronage basis to all its members for all
amounts received and receivable from the furnishing of telephone and
other communication services in excess of operating costs and expenses
properly chargeable against the furnishing of telephone and other
communication services. All such amounts in excess of operating costs
and expenses at the moment of receipt by the Corporation are received
with the understanding that they are furnished by the members as
capital. The Corporation 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 Corporation 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 Corporation 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 Corporation corresponding amount for
capital.
In the event of
dissolution or liquidation of the Corporation, after all outstanding
indebtedness of the Corporation 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 the dissolution or liquidation, the Board shall
determine that the financial condition of the Corporation will not be
impaired thereby, the capital then credited to the members’ accounts,
may be retired in full or in part. Any such retirement of capital shall
be made in order of priority according to the year in which the capital
was furnished and credited, the capital first received by the
Corporation being first returned. In no event, however, may any such
capital be retired unless, after the proposed retirement, the capital of
the Corporation shall equal at least forty percent (40%) of the total
assets of the Corporation.
Capital credited to the
account of each member shall be assignable only on the books of the
Corporation, pursuant to written instruction from such member and only
to successors in interest or successors in occupancy in all or a part of
such member’s premises served by the Corporation unless the Board of
Directors, acting under policies of general application, shall determine
otherwise. (By resolution dated December 15, 1994, the Board of
Directors adopted a position that members cannot assign capital
credits.)
Notwithstanding any
other provision of these Bylaws, the Board of Directors, at its
discretion, shall have the power at any time upon the death of any
member, 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 provision of
these Bylaws, to retire capital credited to any such member immediately
upon such terms and conditions as the board, 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 Corporation will not be impaired thereby
The members of the
Corporation, by dealing with the Corporation, acknowledge that the terms
and provisions of the Articles of Incorporation and Bylaws shall
constitute and be a contract between the Corporation and each member,
and both the Corporation and the members are bound by such contract, 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 Corporation by posting in a conspicuous place in the Corporation’s
office.
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ARTICLE 9
DISTRIBUTION OF ASSETS
Distribution of the
Corporation’s assets shall be prohibited except where authorized under
Indiana Code §§ 8-1-17 and 23-17-21, as amended, provided that any
distribution made under Indiana Code §23-17-21 is not inconsistent with
the provisions of Indiana Code § 8-17-17.
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ARTICLE 10
DISPOSITION OF PROPERTY
The Corporation may not
sell, lease, exchange, mortgage, pledge, or otherwise sell all or
substantially all of its property, merge the Corporation with another,
sell the entire Corporation or transfer or sell substantially all the
membership shares, unless the disposition of property shall be
authorized by:
a.
A resolution
approving and recommending such disposition of property to the members
of the Corporation which was duly adopted at a meeting of the
Corporation’s Board of Directors. This Board of Director’s meeting will
require (i) a quorum of one hundred (100) percent of the members of the
Board of Directors, and (ii) an unanimous approval of such resolution.
b.
The
recommendation of the Board of Directors, which was duly adopted at a
meeting of the members of the Corporation. The members’ meeting will
require (i) a quorum of not less than three-fourths (3/4) of all members
of the Corporation, and (ii) an affirmative vote of not less than
three-fourths (3/4) of the members present.
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ARTICLE 11
SEAL
The corporate seal of
the Corporation shall be in the form of a circle and shall have
inscribed thereon the name of the Corporation and the words “SEAL” and
“INDIANA”.
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ARTICLE 12
CONTRACTS, CHECKS,
LOANS, DEPOSITS, AND GIFTS
Section 12.1.
Contracts. The Board of Directors may authorize one (1) or more
officers or agents of the Corporation to enter into any contract or to
execute or to deliver any instrument on its behalf. Such authorization
may be general or confined to specific instances. Unless so authorized
by the Board of Directors or by these Bylaws, no officer, agent, or
employee shall have any power to bind the Corporation or to render it
liable for any purpose or amount.
Section 12.2.
Checks. All checks, drafts, or other orders for payment of money
by the Corporation shall be signed by such person or persons as these
Bylaws or the Board of Directors may from time to time designate by
resolution. Such designation may be general or confined to specific
instances.
Section 12.3.
Loans. Unless authorized by the Board of Directors, no loan
shall be made by or contracted for on behalf of the Corporation and no
evidence of indebtedness shall be issued in its name. Such
authorization may be general or confined to specific instances. Any
such loan or evidence of indebtedness shall be signed by such person or
persons as these Bylaws designate or the Board of Directors may from
time to time designate by resolution.
Section 12.4.
Deposits. All funds of the Corporation shall be deposited to its
credit in such bank, banks, or other depositaries as the Board of
Directors may designate. Such designation may be general or confined to
specific instances.
Section 12.5.
Gifts. The Board of Directors may accept on behalf of the
Corporation any gift, bequest, device, or other contribution for the
purposes of the Corporation on such terms and conditions as the Board of
Directors shall determine.
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ARTICLE 13
UNCLAIMED FUNDS OF
MEMBER
Section 13.1.
Forfeiture. The Corporation shall recover any capital credits,
patronage refunds, utility deposits, membership fees, account balances,
or book equity which remain unclaimed for a period of two (2) years
following the attempted payment by the Corporation to a member or former
member.
Section 13.2.
Disposition of Forfeited Funds. All forfeited funds shall, in
the discretion of the Board of Directors, be credited and administered
in accordance with one of the following two alternatives:
a.
To the Education
and Community Involvement and Development Account established pursuant
to Section 13.3, or, in the event the Board of Directors in its
discretion determines this account is adequately endowed.
b.
To Retained
Capital as an unallocated reserve to be used at such time and for such
purposes as the Board of Directors shall determine.
Section 13.3. Education and Community Involvement
and Development Account. Any forfeited amounts that the Board of
Directors decides to allocate to the Education and Community Involvement
and Development Account shall be held and administered by the Board of
Directors in this separate unallocated account and shall be applied by
the Board of Directors to further education and/or economic development
in the Corporation’s service area.
Section 13.4. Notice of Forfeiture. Prior to
the forfeiture of unclaimed funds, the Corporation shall give public
notice in a newspaper of general circulation published in each of the
counties in which the Corporation provides service, of the name of each
member entitled to claim the funds, and that if not claimed at the
office of the Corporation within thirty (30) days of the notice, the
funds shall be forfeited to the Corporation.
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ARTICLE 14
MISCELLANEOUS
Section 14.1.
Membership in Other Organizations. The Corporation may become a
member or purchase stock in other profit or nonprofit organizations,
association, partnerships, or joint ventures when the Board of Directors
finds that the general or long-term interests of its membership will be
served by such investments or participation.
Section 14.2.
Ownership of Other Corporations. The elected Board of Directors,
or any part thereof, shall also serve as the Board of Directors for any
other wholly owned corporation owned or acquired by the Corporation in
the future.
Section 14.3
Accounting System and Reports. The Board of Directors shall
cause to be established and maintained a complete accounting system
which, among other things, and subject to applicable laws, 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 Electrification Administration of the United States of
America. The Board of Directors shall also cause to be made by a
certified public accountant a full and complete annual audit of the
accounts, books, and financial condition of the Corporation. The
results of such audit shall be reported to the members at the next
following annual meeting.
Section 14.4.
Rules and Regulations. The Board of Directors shall have power
to make and adopt such 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 the affairs of the Corporation.
Section 14.5.
Capital Credits Held by Members Indebted to the Corporation. Any
indebtedness owed by a member to the Corporation and not paid within
sixty (60) days may offset by the Corporation against a member’s capital
credits.
Section 14.6.
Early Refund of Member Capital Credits. Notwithstanding any
other provision contained in these Bylaws, and after giving effect to an
appropriate discount as determined by the Board of Directors in its sole
discretion, the Board of Directors may, but need not, redeem the capital
credits of certain members under the following circumstances:
a.
A member ceases
to be a member, due to hardship, or,
b.
A member ceases
to be a member and is indebted to the Corporation, or,
c.
A member dies.
A capital credit redemption under paragraph B of this
Section may only be to the extent of the member’s indebtedness. The
refund may only be applied to the member’s account in satisfaction of
the member’s indebtedness.
Any amounts refunded under paragraphs A and C of this
Section shall require the written request of a member who so qualifies.
(In the case of a Deceased Member (a) the legal representative of the
estate of the Deceased Member or Deceased Joint Member (including the
devisees or heirs of the Deceased Member or Deceased Joint Member).
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ARTICLE 15
AMENDMENTS
These Bylaws may be
altered, amended, or repealed by the Board of Directors at any meeting;
provided, however, that due notice is given of any proposed alteration,
amendment, or repeal shall have been mailed to all the directors at
three (3) consecutive regular meeting times prior to the regular meeting
at which action is to be taken thereon. However, the Board of Directors
shall not have the power to amend Article 2.13; Article 8; Article 10;
or Article 15, which provisions may be altered, amended or repealed only
after the alteration, amendment or repeal shall be authorized by:
a.
A resolution
approving the alteration, amendment or repeal and recommendation to the
members was duly adopted at a meeting of the Corporation’s Board of
Directors which there was (i) a quorum of one hundred percent (100%) of
the members of the Board of Directors, and (ii) an unanimous approval of
such resolution; and
b.
Such
recommendation of the Board of Directors was duly adopted at a meeting
of the members of the Corporation at which (i) members received written
notice, at least thirty (30) days prior to the meeting, stating which
article of the bylaws is on the agenda to be altered, amended or
repealed, (ii) a quorum of not less than two percent (2%) of the members
are present, and (iii) an affirmative vote by three-fourths (3/4) of the
members present.
The foregoing is a true
copy of the Bylaws of the Clay County Rural Telephone Cooperative, Inc.,
as adopted by the Board of Directors on October 26, 2006, and supersedes
all Bylaws and Amendments previously adopted by it.
______________________________
James R. Smith,
Chairman
Attest:
______________________________
Stephen M. Aker, Secretary
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STATEMENT OF
NONDISCRIMINATION
Clay County Rural Telephone Cooperative, Inc. is the
recipient of Federal financial assistance from the Rural Electrification
Administration, an agency of the U.S. Department of Agriculture, and is
subject to the provisions of Title VI of the Civil Rights Act of 1964,
as amended, Section 504 of the Rehabilitation Act of 1973, as amended,
the Age Discrimination Act of 1975, as amended, and the rules and
regulations of the U.S. Department of Agriculture which provide that no
person in the United States on the basis of race, color, national
origin, age, or handicap shall be excluded from participation in,
admission or access to, denied the benefits of, or otherwise be
subjected to discrimination under any of this organization’s programs or
activities.
The person responsible for coordinating this organization’s
nondiscrimination compliance efforts is the General Manager. Any
individual, or specific class of individuals, who feels that this
organization has subjected them to discrimination may obtain further
information about the statutes and regulations listed above from and/or
file a written complaint with the organization; or the Secretary, U.S.
Department of Agriculture, Washington, D.C. 20250; or the Administrator,
Rural Electrification Administration, Washington, D.C. 20250.
Complaints must be filed within 180 days after the alleged
discrimination. Confidentiality will be maintained to the extent
possible.
Amended and Restated Bylaws (October 26, 2006)
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