6
The
obligations embraced by such agreement in the application are
referred to as "membership obligations".
7
Notwithstanding lack of reflection thereof on the Cooperative’s
accounting or membership records.
(2) Payment by more than one
person. Payment of
the same or different bills for service for the same premises by
more than one person shall be deemed a joint venture for the
obtaining and paying for service.
(3) Statement on bill.
The Board of Directors shall provide by resolution for an
appropriate statement of the above effect of one or more than
one nonmember's paying a bill under the circumstances described,
and such statement shall be printed on or sent with a bill as a
condition to payment of such bill having such effect. Such
effect of a nonmember's paying a bill arises upon the payment of
part or all of one bill and continues through suspension (and
would arise after reinstatement) or termination of membership.
Such statements printed on or sent with bills may be periodic.
Section 1.03. Membership Fee;
Service Security, Connection and Facilities Extension Deposits;
Contribution in Aid of Construction.
A membership fee shall be as fixed from time to time by the
Board of Directors. The membership fee may be a set amount
charged per service connections from time to time added. A
membership fee (together with any service security deposit, or
service connection deposit or fee, facilities extension deposit,
or contribution in aid of construction, or any combination
thereof, if required by the Cooperative) shall entitle the
member to one service connection. A service connection deposit
or fee, in such amount as shall be prescribed by the Cooperative
(together with a service security deposit, a facilities
extension deposit or a contribution in aid of construction, if
required by the Cooperative), shall be paid by the member for
each additional service connection requested by him.
Section 1.04. Joint
Membership. A
husband and wife, by specifically so requesting in writing, may
be accepted into joint membership or, if one of them is already
a member, they may by specifically so requesting in writing
convert such membership into a joint membership.
All provisions relating to the rights, powers, terms,
conditions, obligations, responsibilities and liabilities of
membership shall apply equally, severally and jointly to them.
Without limiting the generality of the foregoing:
(1) The presence at a meeting
of either or both shall constitute the presence of one member
and a joint waiver of notice of the meeting;
(2) The vote of either or both
shall constitute, respectively, one joint vote. Provided,
if both be present but not in agreement on such vote, each shall
cast only one-half (1/2) vote;
(3) Notice to, or waiver of
notice signed by, either or both shall constitute, respectively,
a joint notice or waiver of notice;
(4) Suspension or termination
in any manner of either shall constitute suspension or
termination of the joint membership;
(5) If a husband and wife hold
a joint membership, either but not both at the same time, may
serve as a Director of the Cooperative, but only if both meet
the eligibility requirements to be nominated and elected as a
Director. Provided, no person shall be disqualified for
nomination and election as a Director because his spouse is less
than eighteen (18) years of age; and
(6) Neither will be permitted
to have any additional service connections except through their
one joint membership unless such already existed under an
individual membership prior to creation of the joint membership,
notwithstanding Section 1.01.
Section 1.05. Acceptance into
Membership. Upon
complying with the requirements set forth in Section 1.02, any
applicant shall automatically become a member on the date of his
connection for electric service. Provided, the Board of
Directors may by resolution deny an application and refuse to
extend service upon its determination that the applicant is not
willing or is not able to satisfy and abide by the Cooperative's
terms and conditions of membership or that such application
should be denied for other good cause.
Section 1.06. Purchase of
Electric Power and Energy; Power Production by Member;
Application of Payments to All Accounts.
A.
Purchase of power.
The Cooperative shall use reasonable diligence to furnish each
member with adequate and dependable electric service to premises
to which electric service has been furnished by the Cooperative
pursuant to his membership. The Cooperative, however, cannot and
therefore does not guarantee a continuous and uninterrupted
supply of electric service. Each member, for so long as
premises, to which electric service has been furnished by the
Cooperative pursuant to his membership, are owned or directly
occupied or used by him, shall purchase from the Cooperative all
central station electric power and energy purchased for use on
all premises to which electric service has been furnished by the
Cooperative pursuant to his membership, unless and except to the
extent that the Board of Directors may in writing waive such
requirement.
8
In these Bylaws, the words “member,” “applicant,” “person,” and
singular pronouns referring to a member, applicant, or person
shall include a husband and wife applying for or holding a joint
membership, unless otherwise clearly distinguished in the text.
B.
Production of power by members.
Production or use of electric energy on such premises,
regardless of the source thereof, by means of facilities which
shall be interconnected with Cooperative facilities, shall be
subject to appropriate regulations as shall be fixed from time
to time by the Cooperative.
C.
Payment for service.
Each member shall pay for electric service at the times, and in
accordance with the rules, regulations, rate classifications,
and rate schedules (including any monthly minimum amount that
may be charged without regard to the amount of electric power
and energy actually used) established by the Board of Directors
and, if in effect, in accordance with the provisions of any
supplemental contract that may have been entered into as
provided for in Section 1.02. When the member has more than one
service connection from the Cooperative, any payment by him for
electric service from the Cooperative shall be deemed to be
allocated and credited on a pro rata basis to his outstanding
accounts for all such service connections, notwithstanding that
the Cooperative's actual accounting procedures do not reflect
such allocation and prorating. Each member shall also pay all
other amounts owed by him to the Cooperative as and when they
become due and payable.
Section 1.07. Excess Payments
to be Credited as Member-Furnished Capital.
All amounts paid for electric service in excess of the cost
thereof shall be treated as member-furnished capital as provided
in Article 9 of these Bylaws.
Section 1.08. Wiring of
Premises; Responsibility for Wiring of Premises; Responsibility
for Meter Tampering, Bypassing and Damage to Cooperative
Properties; Extent of Cooperative Responsibility;
Indemnification.
A.
Wiring of premises.
Each member shall cause all premises receiving electric service
pursuant to his membership to become and to remain wired in
accordance with the specifications of the State of Tennessee,
the National Electric Code, any applicable local governmental
ordinances, and of the Cooperative. If the foregoing
specifications are variant, the more exacting standards shall
prevail.
B.
Responsibility of member. Indemnification by member.
Each member shall be responsible for such premises and all
wiring and apparatuses connected to or used on the premises.
Each member shall indemnify the Cooperative and its employees,
agents and independent contractors against death, injury, loss
or damage resulting from any defect in or improper use or
maintenance of the premises. Each member (and applicant prior to
acceptance on date of connection for electric service) shall
make available without charge to the Cooperative a suitable
site, as determined by the Cooperative, whereon to place the
Cooperative's physical facilities for the furnishing and
metering of electric service and shall permit the Cooperative's
authorized employees, agents and independent contractors to have
safe access thereto for meter reading and bill collecting and
for inspection, installation, maintenance, replacement,
relocation, repair or disconnection of such facilities at all
reasonable times.
C.
Responsibility for meter tampering, bypassing and damage
to Cooperative property.
indemnification by members. As part of the consideration for
such service, each member shall be the Cooperative's bailee of
such facilities and shall accordingly desist from interfering
with, impairing the operation of or causing damage to such
facilities, and shall use his best efforts to prevent others
from so doing. Each member shall also provide such protective
devices to his premises, apparatuses or meter base as the
Cooperative shall from time to time require in order to protect
the Cooperative's physical facilities and their operation and to
prevent any interference with or damage to such facilities. In
the event such facilities are interfered with, impaired in their
operation, or damaged by the member, or by any other person when
the member's reasonable care and surveillance should have
prevented such, the member shall indemnify the Cooperative and
its employees, agents and independent contractors against death,
injury, loss or damage resulting therefrom, including but not
limited to the Cooperative's cost of repairing, replacing or
relocating any such facilities and its loss, if any, of revenues
resulting from the failure or defective functioning of its
metering equipment.
D.
Responsibility of Cooperative.
The Cooperative shall, however, in accordance with its
applicable service rules and regulations, indemnify the member
for any overcharges for service that may result from a
malfunctioning of its metering equipment or any error occurring
in the Cooperative's billing procedures. In no event shall the
responsibility of the Cooperative extend beyond the point of
delivery.
Section 1.09. Members to Grant
Easements to Cooperative and to Participate in Required
Cooperative Load Management Programs.
Each member shall, upon being requested so to do by the
Cooperative, execute and deliver to the Cooperative grants of
easement or right of way over, on and under such lands owned or
leased by the member, and without charge in accordance with such
reasonable terms and conditions, as the Cooperative shall
require for the furnishing of electric service to him or other
members or for the construction, operation, maintenance or
relocation of the Cooperative's electric facilities. The Board
of Directors may require from applicants for membership the
return of any payments previously made to such applicants for
easements. Each member shall participate in any required program
and comply with related rates and service rules and regulations
that may be established by the Cooperative to enhance load
management, more efficiently to utilize or conserve electric
energy, or to conduct load research.
Article 2 - Suspension and
Termination of Membership.
Section 2.01. Suspension; Reinstatement.
A.
Suspension.
Upon his failure, after the expiration of the initial time limit
prescribed either in a specific notice to him or in the
Cooperative's generally publicized applicable rules and
regulations, to pay any amounts due to the Cooperative or to
cease any other noncompliance with his membership obligations, a
person's membership shall automatically be suspended. During
such suspension, he shall not be entitled to receive electric or
other service from the Cooperative or to cast a vote at any
meeting of the members.
B.
Reinstatement.
Payment of all amounts due to the Cooperative, including any
additional charges required for such reinstatement, and/or
cessation of any other noncompliance with his membership
obligations within the final time limit provided in such notice
or rules and regulations shall automatically reinstate the
membership, in which event the member shall thereafter be
entitled to receive electric service from the Cooperative and to
vote at the meetings of its members.
Section 2.02. Termination by
Expulsion; Renewed Membership.
Upon failure of a suspended member to be automatically
reinstated to membership, as provided in Section 2.01, he may,
without further notice, but only after due hearing if such is
requested by him, be expelled by resolution of the Board of
Directors at any subsequently held regular or special meeting of
the Board. After expulsion of a member, he may not again become
a member except upon new application duly approved as provided
in Section 1.05. The Board of Directors, acting upon principles
of general application in such cases, may establish such
additional terms and conditions for renewed membership as it
determines to be reasonably necessary to assure the applicant's
compliance with all of his obligations of membership.
Section 2.03. Termination by
Withdrawal or Resignation.
A member may withdraw from membership
A.
Upon such
generally applicable conditions as the Board of Directors shall
prescribe, and
B.
Upon either:
(1)
Ceasing to (or, with the approval of the Board of
Directors resigning his membership in favor of a new applicant
who also shall) own or directly occupy or use all premises being
furnished electric service pursuant to his membership; or
(2)
Except when the Board of Directors specifically waives
such condition, abandoning totally and permanently the use of
central station electric service on such premises.
Section 2.04. Termination by
Death or Cessation of Existence; Unincorporated Entities and
Partnerships; Divorce of Non-Joint Member.
A.
Natural person members.
The death of a natural person member shall automatically
terminate his membership.
B.
Members other than natural person members generally.
The cessation of the legal existence of any other type of member
shall automatically terminate such membership.
C.
Unincorporated entities.
Notwithstanding Section 2.04(B), changes in the number or
identity of the persons belonging to an unincorporated entity or
changes of incumbents in office of an unincorporated entity
shall not be cessation. Such membership shall continue to be
held by the unincorporated entity so long as it continues to own
or directly occupy or use the premises being furnished electric
service pursuant to such membership in the same manner and to
the same effect as though such membership had never been held by
an entity with a different number or identity of persons
belonging to it or different incumbents in office.
D.
Partnerships.
Notwithstanding Section 2.04(B), upon the death, withdrawal or
addition of any individual partner, such membership shall
continue to be held by such remaining and/or new partner or
partners as continue to own or directly occupy or use the
premises being furnished electric service pursuant to such
membership in the same manner and to the same effect as though
such membership had never been held by different partners. Upon
the dissolution for any reason of a partnership, such membership
shall continue to be held by such former partners as continue to
own or directly occupy or use the premises being furnished
electric service pursuant to such membership in the same manner
and to the same effect as though the former partners were in a
joint venture for the obtaining of electric service, if more
than one, or a natural person membership if only one former
partner.
9
This initial time limit, as applied to regular electric bills,
shall be the time from when the gross amount must be paid until
the Cooperative may first disconnect electric service according
to the notice or a subsequent late notice.
A withdrawing partner or the
estate of a deceased partner shall not be released from any
debts due to the Cooperative at withdrawal or death. A former
partner shall not be released from any debts due to the
Cooperative at the time of dissolution.
E.
Divorce of non-joint member.
The membership of a natural person member who is not in a joint
membership shall terminate if he ceases to own or directly
occupy or use the premises being furnished electric service
pursuant to such membership as the result of or pursuant to a
judgment of divorce or annulment. The time of termination shall
be when the time to appeal the judgment expires, if no appeal
is taken, or if appeal is taken, when the judgment, to the
extent it affects the ownership or direct occupation or use of
the premises, is finally disposed of by or pursuant to the
orders of the appellate courts.
Section 2.05. Effect of
Termination. Upon
the termination in any manner of a person's membership, he or
his estate, as the case may be, shall be entitled to refund of
his membership fee (and to his service security deposit, if any,
previously paid to the Cooperative), less any amounts due to the
Cooperative. Provided, neither he nor his estate, as the case
may be, shall be released from any debts or other obligations
then remaining due to the Cooperative. Notwithstanding the
suspension or expulsion of a member, as provided for in Sections
2.01 and 2.02, such suspension or expulsion shall not, unless
the Board of Directors shall expressly so elect, constitute such
release of such person from his membership obligations as to
entitle him to purchase from any other person any central
station electric power and energy for use at the premises to
which such service has previously been furnished by the
Cooperative pursuant to such membership.
Section 2.06. Effect of Death,
Legal Separation or Divorce upon a Joint Membership.
A.
Death. Upon
the death of either spouse of a joint membership, such
membership shall continue to be held solely by the survivor, in
the same manner and to the same effect as though such membership
had never been joint. However, the estate of the deceased spouse
shall not be released from any debts due to the Cooperative.
B.
Separation or divorce.
Upon the legal separation, divorce, or annulment of the holders
of a joint membership, such membership shall continue to be held
solely by the one who continues to own or directly occupy or use
premises covered by such membership in the same manner and to
the same effect as though such membership had never been joint.
If multiple premises are involved (and the division of one
premise shall be treated as multiple premises), each spouse
shall be a member in respect to his and her respective premises
as divided. The other spouse in respect to any premises shall
not be released from any debts due to the Cooperative at the
time of separation, divorce, or annulment.
Section 2.07. Board
Acknowledgment of Membership Termination; Acceptance of Members
Retroactively. Upon
the termination of a person's membership for any reason, the
Board of Directors, so soon as practicable after such
termination is made known to it, shall by appropriate resolution
formally acknowledge such termination, effective as of the date
on which the Cooperative ceased furnishing electric service to
such person. Upon discovery that the Cooperative has been
furnishing electric service to any person other than a member,
it shall cease furnishing such service unless such person
applies for (and the Board of Directors approves) membership, or
becomes a member pending formal written application (no Board
resolution required) retroactively to the date on which such
person first began receiving such service, in which event the
Cooperative, to the extent practicable, shall correct its
membership and accounting records accordingly.
Article 3-Meetings of
Members
Section 3.01. Annual Meeting.
Revised 12-15-06. The annual meeting of members shall be held on
a date and at such time of day and place as the Board of
Directors shall from year to year determine. Failure to hold the
annual meeting at the designated date, time and place shall not
work a forfeiture or dissolution of the Cooperative.
Section 3.02. Special Meetings.
A special meeting of the members may be called by resolution of
the Board of Directors, by that number of Directors that is one
(1) less than a majority of the Directors in office, or by
petition signed by no fewer than ten (10%) percent of the
members and filed with the Secretary. It shall be the duty of
the Secretary to give notice of the special meeting in the
manner provided in Section 3.03. The special meeting shall be
held at such place in Montgomery or Robertson Counties,
Tennessee, on a date and at a time of day, not sooner than forty
(40) days after the call for the meeting is made or a petition
for it is filed. The place, date and time of the special meeting
shall be designated by the resolution or petition.
Section 3.03. Notice of Member
Meetings.
A.
Notice when vote of majority of all members not required.
Written or printed notice of the date, time, and place 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, by mail, by the Secretary or his
designee. Any such notice may be included with member service
billings or as an integral part of the Cooperative's monthly
newsletter, by insertion in THE TENNESSEE MAGAZINE, or in any
other reasonable manner, within the time provided in (B)(3).
B.
Notice when vote of majority of all members required.
No matter, the carrying of which, as provided by law, 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. 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 first class and
postmarked not later than the minimally required days prior to
the meeting date that notice must be given, as follows:
(1)
Except as otherwise provided in these Bylaws, not less
than ninety (90) days prior to the date of a meeting of the
members at which the Cooperative's dissolution or the sale or
lease-sale of all or any substantial portion of its assets and
properties devoted to and used or useful in furnishing electric
service is scheduled to be considered and acted upon; or
(2)
Except as otherwise provided in these Bylaws, not less
than forty-five (45) days prior to the date of a meeting of the
members of the Cooperative at which a merger or consolidation
with one or more other cooperatives is scheduled to be
considered and acted upon; or
(3)
If subdivision (1) or (2) foregoing is not applicable,
not less than five (5) nor more than one hundred (100) days
prior to the date of the meeting.
(3)
C.
Waiver and objection regarding notice.
The incidental and non-intended failure of any member to receive
such notice 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 3.04. Quorum; Loss of
Quorum-Adjournment; Record of Quorum.
A.
Quorum. A
quorum for the transaction of business at meetings of the
members shall, except as provided in the next following
sentence, be the lesser of two percent (2%) of all members or
one hundred (100) members; and, once such a quorum is
established, the meeting may proceed to transact all business
that may lawfully come before it so long as at least the lesser
of one percent (1%) of all members or fifty-one (51) members
remain present. In the case of a meeting of the members at which
the dissolution of the Cooperative or the sale or lease-sale of
all or any substantial portion of its assets and property
devoted to and used or useful in furnishing electric service is
scheduled to be considered and acted upon pursuant thereto, the
quorum requirement shall be and shall remain throughout the
meeting ten percent (10%) of all members.
B.
Loss of quorum-adjournment.
If, at any member meeting, less than the required quorum is
present to enable the meeting to begin transacting business, or
if the quorum requirement for it to continue ceases to exist, a
majority of those present may adjourn the meeting from time to
time without further notice. Provided, if a majority of those
present in person so resolve, the Secretary shall notify any
absent members of the time, day and place of such adjourned
meeting by delivering notice thereof as provided in Section
3.03.
C.
Record of quorum.
At all meetings of the members, whether a quorum be present or
not, the Secretary shall annex to the meeting minutes, or
incorporate therein by reference, a list of those members who
were registered as present in person (or whose spouses were
present in their absence).
Section 3.05. Members Eligible
to Vote. Only those
members who have been members of record of the corporation
pursuant to Article 1 of these Bylaws for not less than sixty
(60) days prior to the annual meeting shall be entitled to vote
at any meeting of the members.
Section 3.06. Voting.
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 Charter or these Bylaws.
Drawing by lot shall resolve, where necessary, any tie votes.
Each member who is not in a status of suspension, as provided
for in Section 2.01, 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. When
a membership is issued in the name of one spouse, the other
unnamed but identified spouse shall have the right to cast the
vote of the member on any matter submitted to a vote at any
meeting of members when the spouse named in the membership is
not present at such meeting. Identification of the unnamed
spouse shall be by personal acquaintance or satisfactory
evidence. A member may not cumulate votes.
Section 3.07. Credentials
Committee. Revised
07-24-98
A.
Appointment and Composition.
The Board of Directors shall, at least ten (10) days before any
meeting of the members, appoint a Credentials Committee
consisting of five (5) members. In the event the Board of
Directors authorizes early voting in the district offices of the
Cooperative, the Board of Directors shall, at least ten (10)
days before any date for early voting in the district offices,
appoint a Credentials Committee consisting often (10) members.
All persons appointed to the Credentials Committee shall not be
Cooperative employees, agents, officers, Directors, or known
candidates for Director, and are not close relatives or members
of the same household of any of the foregoing. The Board of
Directors may appoint a replacement committee member for any
committee member absent at the beginning of the meeting of the
members.
B.
Procedure and duties.
The Committee shall elect its own chairman and secretary. It
shall be the responsibility of the Committee to pass upon all
questions that may arise with respect to the registration and
qualification of members, to count all votes, and to rule upon
the effect of any irregularly or indecisively marked or cast
votes. In the exercise of its responsibility, the Committee
shall have available to it the advice of counsel provided by the
Cooperative. The Committee's decision on all matters covered by
this Section shall be final and reduced to writing as soon as
practicable.
Section 3.08. Order of
Business. Revised
07-25-97, 08-29-97, 03-26-98. The order of business at the
annual meeting or a special meeting of the members shall be as
follows:
(1)
Report on the number of members present 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)
Election of Directors;
(4)
Reading of unapproved minutes of previous meetings of the
members and the taking of necessary action thereon;
(5)
Presentation and consideration of reports of officers,
Directors and committees;
(6)
Unfinished business;
(7)
New business;
(8)
Adjournment.
(8)
Notwithstanding the foregoing,
the Board of Directors may from time to time establish a
different order of business for the purpose of assuring the
earlier consideration of an action upon any matter of business
the transaction of which is necessary or desirable in advance of
any other item of business. No business other than adjournment
of the meeting to another time and place may be transacted
until and unless the existence of a quorum is first established.
Balloting for Director elections - may occur during the
registration process or prior thereto as the Board of Directors
may determine provided same is set forth in the notice of the
annual meeting.
Article 4-Directors
Section 4.01. Number and
General Powers. The
business and affairs of the Cooperative shall be managed under
the direction of a board of ten (10) Directors. The Board of
Directors shall exercise all of the powers of the Cooperative
except such as are by law or by the Charter of the Cooperative
or these Bylaws conferred upon or reserved to the members.
Section 4.02. Qualifications.
Revised 4-30-04.
A.
No person shall be eligible to
become or remain a Director who:
(1)
Is not a member;
(2)
Is an employee or former employee of the Cooperative;
(3)
Is less than eighteen (18) years of age;
(4)
Is a close relative of a Director;
(5)
Is a close relative of an employee of the Cooperative;
(6)
Does not receive service from the Cooperative at his
primary residential abode;
(7)
Is in any way employed by or financially interested in a
competing enterprise or a business selling electricity,
supplies; or services to the Cooperative;
(8)
Is the incumbent of or candidate for election to a public
office in connection with which a salary is paid in excess of
Three Thousand ($3,000.00) Dollars per annum; and further
(9)
Not more than two (2) Directors (excepting the additional
tenth Director provided for at the end of this paragraph) shall
be elected from any one county, and not more than one (1)
Director shall be elected within the radius of one (1) mile from
the center of any incorporated city or town or unincorporated
village. Not more than one (1) Director shall be elected from
that part of Stewart County generally referred to as north of
the Cumberland River, nor more than one (1) Director from that
part of the county generally referred to as south of the
Cumberland River; not more than one (1) Director shall be
elected from that part of Montgomery County generally referred
to as north of the Cumberland River, nor more than one (1)
Director from that part of the county generally referred to as
south of the Cumberland River; not more than one (I) Director
shall be elected from that part of Robertson County generally
referred to as north of the present main line of the CSX
Railroad, nor more than one (1) Director from that part of the
county generally referred to as south of the present main line
of the CSX Railroad; not more than one (I) Director shall be
elected from that part of Sumner County generally referred to as
north of the Highland Rim Ridge, nor more than one (1) Director
from that part of the county generally referred to as south of
the Highland Rim Ridge; not more than one (I) Director shall be
elected from the same civil district in Cheatham County. An
additional Director shall be elected from anywhere in a county
in Tennessee served by the Cooperative; and
(10)
Any Director who misses three (3) consecutive meetings or
a total of five (5) meetings within any period of twelve (12)
months shall be ineligible to remain as a Director unless by
resolution the Board in its sole discretion waives this
eligibility requirement because the best interests of the
Cooperative would be served by so waiving.
B.
The Board of Directors shall as necessary review or determine
the geographical areas from which Directors qualify as set forth
in Section 4.02(8) with an equitable regard for the members
served therein, other communities of interest, and boundaries
that are readily ascertainable.
C.
Notwithstanding any of the foregoing provisions of this Section
treating with close relative relationships, no incumbent
Director shall lose eligibility to remain a Director or to be
re-elected as a Director if, during his incumbency as a
Director, he becomes a close relative of another incumbent
Director or of a Cooperative employee because of a marriage to
which he was not a party.
D.
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 Nominating
Committee to disqualify such nominee.
E.
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.
F.
Nothing
contained in this 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 4.03. Election.
Revised 4-30-04.
At each annual meeting of the members (including early voting),
Directors shall be elected by the members by means of secret
written ballot or by voting machine. Provided, secret written
balloting may be dispensed with in respect to election of an
unopposed nominee from any specific geographical area referred
to in Section 4.02(8) or for the additional tenth Director. 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. Drawing by lot shall resolve, where
necessary, any tie votes. Notwithstanding the provisions
contained in this Section, failure to comply with any of them
shall not affect in any manner whatsoever the validity of any
action taken by the Board of Directors after the election of
Directors.
Section 4.04. Tenure.
Revised 4-30-04, 5-28-04.
Directors shall be elected for a term of three (3) years. Upon
election, a Director shall serve such term unless and until
disqualified (if disqualified while in office, the position
shall be vacant as of the time of disqualification) or until a
successor is elected and qualified. Directors are divided into
three (3) groups whose elections are staggered over a cycle of
three (3) years, with each group being elected in a different
year. These groups are
identified by the geographical area served by the Director, to
wit:
1. South Stewart, North
Robertson, North Sumner
2. South Robertson, South
Montgomery, Cheatham
3. North Stewart, North
Montgomery, South Sumner, At-Large
Section 4.05. Nominations.
It shall be the duty of the Board of Directors to appoint, not
less than sixty (60) days nor more than one hundred (100) days
before the date of a meeting of the members at which Directors
are to be elected, a Nominating Committee consisting of not less
than five (5) nor more than eleven (11) members who shall be
selected so as to give equitable representation on the Committee
to the geographical areas served by the Cooperative. No officer
or Director of the Cooperative shall be appointed to the
Committee. The Committee shall meet as soon as possible after
appointment to consider nominations. The Committee shall cause
to be prepared and posted at the principal office of the
Cooperative at least sixty (60) days before the meeting a list
of nominations for Director, but any fifteen (15) or more
members may make other nominations in writing over their
signatures not less than sixty (60) days prior to the meeting
and the Secretary shall post the same at the same place where
the list of nominations made by the Committee is posted. The
Secretary shall mail with the notice of the meeting a statement
of the number of Directors to be elected and showing separately
the nominations made by the Nominating Committee and the
nominations made by petition, if any. Notwithstanding anything
contained in this Section, failure to comply with any of the
provisions of this Section shall not affect in any manner
whatsoever the validity of any election of Directors.
Section 4.06. Vacancies.
A vacancy occurring on the Board of Directors shall be filled by
the Board of Directors. A Director thus elected shall serve out
the unexpired term of the Director whose office was vacated, or
until a successor is elected and qualified.
Section 4.07. Compensation;
Expenses. Directors
shall, as determined by resolution of the Board of Directors,
receive on a per diem basis a fixed fee, which may include
insurance benefits for attending meetings of the Board of
Directors and, when approved by the Board of Directors, for
otherwise performing their duties. The fee or fees fixed for
otherwise performing their duties need not be the same as the
fee fixed for attending meetings of the Board of Directors.
Directors shall also receive advancement or reimbursement of any
travel and out-of-pocket expenses actually, necessarily and
reasonably incurred, in performing their duties. No close
relative of a Director shall be employed by the Cooperative and
no Director shall receive compensation for serving the
Cooperative in any other capacity, unless the employment of such
relative or the service of such Director is temporary and shall
be specifically authorized by a vote of the Board of Directors
or the members upon a determination that such was an emergency
measure. Provided, 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 unanimous vote of
the remaining Directors.
Section 4.08. Policies, Rules,
Regulations, Rate Schedules and Contracts.
Revised 4-30-04. The Board of Directors shall have power to
make, adopt, amend, abolish and promulgate such policies, rules,
regulations, rate classifications, 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 Charter or Bylaws, as
it may deem advisable for the management, administration and
regulation of the business and affairs of the Cooperative.
Section 4.09. 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 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 4.10. Subscription to
Cooperative's Newsletter; Subscription to State-wide
Publication.
A.
Newsletters.
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 any
Cooperative newsletter. The annual subscription price shall be
for a reasonable amount approved by the Board of Directors, 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.
B.
Publications.
The Board of Directors shall also be empowered, on behalf of and
for circulation to the members periodically, to subscribe to the
state-wide or national publication, which amount or amounts
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. The Board of Directors may
change the annual subscription price or define a range therefor
to ensure that any second class mail permit is not revoked or
for any other valid reason.
Section 4.11. "Close Relative"
Defined. As used in
these Bylaws, "close relative" means a person who, by blood or
in law, including step, half, and adoptive kin, is either a
spouse, child, grandchild, parent, grandparent, brother, sister,
aunt, uncle, nephew, or niece of the principal.
Section 4.12. Amendments to
Bylaws. These Bylaws
may be changed (adopted, amended or repealed) by the Board of
Directors.
Article 5 - Meetings of
Directors
Section 5.01. Regular Meetings.
A regular meeting of the Board of Directors shall be held
monthly at such date, time and place in one of the counties in
Tennessee within which the Cooperative serves as the Board of
Directors shall provide by resolution. Such regular monthly
meeting may be held without notice other than such resolution
fixing the day, time and place thereof, except when business to
be transacted thereat shall require special notice. Provided,
any Director absent from any meeting of the Board of Directors
at which such a resolution initially fixes or makes any change
in the day, time or place of a regular meeting shall be entitled
to receive written notice of such at least five (5) days prior
to the next meeting of the Board of Directors. If a policy
therefor is established by the Board of Directors, the President
may change the day, time or place of a regular monthly meeting
for good cause and upon at least three (3) days notice thereof
to all Directors.
Section 5.02. Special Meetings.
Special meetings of the Board of Directors may be called by
Board resolution, by the President, or by any three (3)
Directors, 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. The Board, the President, or the
Directors calling the meeting shall fix the date, time and place
for the meeting, which shall be held in Montgomery or Robertson
Counties, Tennessee unless all Directors consent to its being
held in some other place in Tennessee or elsewhere. Special
meetings may also be held via telephone conference call, without
regard to the actual location of the Directors at the time of
such a telephone conference meeting, if all the Directors
consent thereto.
Section 5.03. Notice of
Meetings of Directors.
Written or oral notice of the day, time, place, or of the
scheduled day and time of a telephone conference call, and
purpose(s) of any special meeting of the Board and, when the
business to be transacted thereat shall require such, of any
regular meeting of the Board shall be delivered to each Director
not less than three (3) days prior thereto, either personally or
by mail, by or at the direction of the Secretary or, upon a
default in this duty by the Secretary, by him or those calling
it in the case of a special meeting or by any Director in the
case of a meeting whose day, time and place have already been
fixed by Board resolution. If mailed, such notice shall be
deemed to be delivered when deposited in the United States mail,
addressed to the Director at his address as it appears on the
records of the Cooperative, with first class postage thereon
prepaid, and postmarked at least three (3) days prior to the
meeting date. The attendance of a Director at any meeting of the
Board 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 of one or more items of
business, on the ground that the meeting shall not have been
lawfully called or convened.
Section 5.04. Quorum.
The presence in person of a majority of the Directors in office
shall be required for the transaction of business and the
affirmative votes of a majority of the Directors present and
voting shall be required for any action to be taken. Provided, a
Director who has a conflict of interest in a matter to be
considered shall not, with respect to that matter, be counted in
determining the number of Directors in office or present.
Provided further, if less than a quorum be present at a meeting,
a majority of the Directors present may adjourn the meeting from
time to time, but shall cause the absent Directors to be duly
and timely notified of the day, time and place of such adjourned
meeting.
Article 6 - Officers and
Miscellaneous
Section 6.01. Number and Title.
The officers of the Cooperative shall be a President, Vice
President, Secretary, Treasurer, Assistant Secretary, and
Assistant Treasurer, and such other officers as may from time to
time be established by the Board of Directors. The offices of
Secretary and Treasurer may be held by the same person. The
offices of Assistant Secretary and Assistant Treasurer may be
held by the same person.
Section 6.02. Election and Term
of Office. The
officers named in Section 6.01 shall be elected by secret
written ballot, annually and without prior nomination, by and
from the Board of Directors at the first meeting of the Board
held after the annual meeting of the members. If the election of
such officers shall not be held at such meeting, it shall be
held as soon thereafter as possible. Each such officer shall
hold office until the meeting of the Board first held after the
next succeeding annual meeting of the members or until his
successor shall have been duly elected and shall have qualified,
subject to the removal of officers by the Board of Directors.
Any other officers may be elected by the Board from among such
persons, and with such title, tenure, responsibilities and
authorities, as the Board of Directors may from time to time
deem advisable.
Section 6.03. Removal.
Any officer, agent or employee elected or appointed by the Board
of Directors may be removed by the Board whenever in its
judgment the best interests of the Cooperative will thereby be
served.
Section 6.04. Vacancies.
A vacancy in any office elected or appointed by the Board of
Directors shall be filled by the Board for the unexpired portion
of the term.
Section 6.05. President.
The President shall:
(1)
Be the principal executive officer of the Board and shall
preside at all meetings of the Board of Directors, and, unless
determined otherwise by the Board of Directors, at all meetings
of the members;
(2)
Sign, with the Secretary, any deeds, mortgages, deeds of
trust, notes, bonds, contracts or other instruments 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 by these Bylaws to some
other officer or agent of the Cooperative, or shall be required
by law to be otherwise signed or executed; and
(3)
In general, perform all duties incident to the office of
President and such other duties as may be prescribed by the
Board of Directors from time to time.
Section 6.06. Vice President.
In the absence of the President, or in the event of his
inability or refusal to act, the Vice President shall perform
the duties of the President, and, when so acting, shall have all
the powers of and be subject to all the restrictions upon the
President, and shall perform such other duties as from time to
time may be assigned to him by the Board of Directors.
Section 6.07. Secretary.
The Secretary shall:
(1)
Keep, or cause to be kept, the minutes of meetings of the
members and of the Board of Directors in one or more books
provided for that purpose;
(2)
See that all notices are duly given in accordance with
these Bylaws or as required by law;
(3)
Be custodian of the corporate records and of the seal of
the Cooperative and see that the seal of the Cooperative is
affixed to all documents the execution of which, on behalf of
the Cooperative under its seal, is duly authorized in accordance
with the provisions of these Bylaws or is required by law;
(4)
Keep, or cause to be kept, a register of the name and
post office address of each member, which address shall be
furnished to the Cooperative by such member;
(5)
Have general charge of the books of the Cooperative in
which a record of the members is kept;
(6)
Keep on file at all times a complete copy of the
Cooperative's Charter and Bylaws, together with all amendments
thereto, which copies shall always be open to the inspection of
any member, and, at the expense of the Cooperative, furnish a
copy of such documents and of all amendments thereto upon
request to any member; and
(7)
In general, perform all duties incident to the office of
the Secretary and such other duties as from time to time may be
assigned to him by the Board of Directors.
(8)
In the absence of the Secretary, or in the event of his
inability or refusal to act, the Assistant Secretary shall
perform the duties of the Secretary, and when so acting, shall
have all the powers of and be subject to all the restrictions
upon the Secretary; and shall perform such other duties as
from time to time may be assigned to him by the Board of
Directors.
(8)
Section 6.08. Treasurer.
The Treasurer
shall:
(1)
Have charge and custody of and be responsible for all
funds and securities of the Cooperative;
(2)
Receive and give receipts for monies due and payable to
the Cooperative from any source whatsoever, and deposit or
invest all such monies in the name of the cooperative in such
bank or banks or in such financial institutions or securities as
shall be selected in accordance with the provisions of these
Bylaws; and
(3)
In general perform all the duties incident to the office
of Treasurer and such other duties as from time to time may be
assigned to him by the Board of Directors.
(4)
In the absence of the Treasurer, or in the event of his
inability or refusal to act, the Assistant Treasurer shall
perform the duties of the Treasurer, and, when so acting, shall
have all the powers of and be subject to all the restrictions
upon the Treasurer; and shall perform such other duties as from
time to time may be assigned to him by the Board of Directors.
Section 6.09. Delegation of
Secretary's and Treasurer's Responsibilities.
Notwithstanding the duties, responsibilities and authorities of
the Secretary and the Treasurer (or the Assistant Secretary and
Assistant Treasurer) as above provided in Sections 6.07 and
6.08, the Board of Directors by resolution may, except as
otherwise limited by law, delegate, wholly or in part, the
responsibility and authority for, and the regular or routine
administration of, one or more of each such officer's such
duties to one or more agents, other officers or employees of the
Cooperative who are not Directors. To the extent that the Board
does so delegate with respect to any such officer, that officer
as such shall be released from such duties, responsibilities and
authorities.
Section 6.10. General Manager;
Executive Vice President.
The Board of Directors may appoint a General Manager, who may
be, but who shall not be required to be, a member of the
Cooperative, and who also may be designated Executive Vice
President. Such officer shall perform such duties as the Board
of Directors may from time to time require and shall have such
authority as the Board of Directors may from time to time vest
in him.
Section 6.11. Bonds.
The Board of Directors shall require the Treasurer and any other
officer, agent or employee of the Cooperative charged with
responsibility for the custody of any of its funds or property
to give bond in such sum and with such surety as it shall
determine. The costs of all such bonds shall be borne by the
Cooperative.
Section 6.12. Compensation;
Indemnification. The
compensation, if any, of any officer, agent or employee who is
also a Director or close relative of a Director shall be
determined as provided in Section 4.07 of these Bylaws, and the
powers, duties and compensation of any other officers, agents
and employees shall be fixed or a plan therefor approved by the
Board of Directors. The Cooperative shall indemnify present and
former Cooperative Directors, officers (including the General
Manager or, if so titled, the Executive Vice President), agents
and employees against liability and costs of defending against
liability, and shall purchase insurance in reasonable face
amounts to cover such indemnification to the fullest extent such
insurance is available, to the fullest extent permissible by
law, including Tennessee Code Annotated §§ 48-58-301 through
48-58-601 (Section 304 excluded) of the Tennessee Nonprofit
Corporation Act, as the same may from time to time be amended.
Section 6.13. Reports.
The officers of the Cooperative shall submit at each annual
meeting of the members reports covering the business of the
Cooperative for the previous fiscal year and showing the
condition of the Cooperative at the close of such fiscal year.
Section 6.14. Committees.
The President, subject to Board approval, shall appoint members,
and specify the functions of any committees which are deemed
necessary to assist the Board in the performance of its duties
and responsibilities. In addition to other committees, the
President may appoint an Executive Committee, selected from the
Board of Directors, which shall have the power and authority to
act on behalf of the Board on emergency matters or specific
matters as designated by the Board, all subject to Board
ratification, modification or rejection of any action taken,
unless third party rights have already vested and would be
impaired if a committee action were modified or rejected.
Article 7 - Contracts,
Checks and Deposits
Section 7.01. Contracts.
Except as otherwise provided by law, the Cooperative's Charter,
or these Bylaws, the Board of Directors may authorize any
Cooperative officer, agent or employee to enter into any
contract or execute and deliver any instrument in the name and
on behalf of the Cooperative, and such authority may be general
or confined to specific instances.
Section 7.02. Checks, Drafts,
etc. All checks,
drafts or other orders for the payment of money, and all notes,
bonds or other evidences of indebtedness, issued in the name of
the Cooperative, shall be signed or countersigned by such
officer, agent or employee of the Cooperative and in such manner
as shall from time to time be determined by resolution of the
Board of Directors.
Section 7.03. Deposits and
Investments. All
funds of the Cooperative shall be deposited or invested from
time to time to the credit of the Cooperative in such bank or
banks or in such financial securities or institutions as the
Board of Directors may select.
Article 8 - Membership
Certificates
Section 8.01. Certificate of
Membership.
Membership in the Cooperative may, if the Board so resolves, be
evidenced by a certificate of membership, which shall be in such
form and shall contain such provisions as shall be determined by
the Board of Directors not contrary to, or inconsistent with,
the Cooperative's Charter or these Bylaws. Such certificate, if
authorized to be issued by the Board, shall be signed by the
authorized employee or agent issuing same.
Section 8.02. Issue of
Membership Certificates.
No membership certificate shall be issued for less than the
membership fee fixed by the Board of Directors nor until such
membership fee, any required service security deposits,
facilities extension deposits, service connection fees, or
contributions in aid of construction have been fully paid.
Section 8.03. Lost Certificate.
In case of a lost, destroyed or mutilated certificate, a new
certificate may be issued therefor upon such terms and such
indemnity to the Cooperative as the Board of Directors may
prescribe.
Article 9 - Nonprofit
Operations
Section 9.01. Interest or
Dividends on Capital Prohibited.
The Cooperative shall at all times be operated on a cooperative
nonprofit basis for the mutual benefit of its patrons. No
interest or dividends shall be paid or payable by the
Cooperative on any capital furnished by its patrons.
Section 9.02. Disposition of
Revenues; Distribution of Excess.
With respect to the Cooperative's furnishing of electric
service, the revenues therefrom for any fiscal year, in excess
of the amount thereof necessary:
(1)
To defray expenses of the Cooperative, including the
operation and maintenance of its facilities during such fiscal
year;
(2)
To pay interest and principal obligations of the
Cooperative corning due in such fiscal year;
(3)
To finance, or to provide a reserve to finance, the
construction or acquisition by the Cooperative of additional
facilities to the extent determined by the Board;
(4)
To provide a reasonable reserve for working capital;
(5)
To provide a reserve for the payment of indebtedness of
the Cooperative maturing more than one year after the date of
the incurring of such indebtedness in an amount not less than
the total of the interest and principal payments in respect
thereof required to be made during the next following fiscal
year;
(6)
To comply with any covenant or obligation of the
Cooperative pursuant to any contract it has entered into; and
(7)
To provide a fund for education in cooperation and for
the dissemination of information concerning the effective use
and conservation of electric power and energy and concerning any
other services made available by the Cooperative, including, if
the Board so authorizes, publication of or subscription to a
Cooperative newsletter and/or a state-wide or regional
publication.
Shall be distributed or
credited by the Cooperative to patrons:
(1)
As patronage refunds prorated in accordance with the
patronage of the Cooperative by the respective patrons paid for
during or with respect to such fiscal year; or
(2)
By way of general reductions of rates or other charges;
or
(3)
By any combination of such methods.
Section 9.03. Use of
Contributed Capital.
Revised 4-30-04. The Cooperative is to furnish its patrons with
such primary and secondary goods and services as set forth in
the Charter and Articles of Amendment to the Charter of the
Cooperative at the lowest rates
and charges consistent with prudent management and sound
economy. Therefore, all amounts received and receivable from the
furnishing of electric energy and other goods and services from
the primary and secondary purposes of the Cooperative
to patrons, members and nonmembers alike, in excess of
operating costs and expenses properly chargeable thereto are at
the moment of receipt by the Cooperative received with the
understanding that they are furnished by the patrons as capital.
Capital contributed by the patrons shall be used only for
capital purposes for the Cooperative’s primary and secondary
purposes, including, without
limitation, new electric system construction, the retirement of
electric system indebtedness at or prior to maturity, and
working capital adequate for all primary and secondary
purposes, and for facilitation of general rate
reductions.
Section 9.04. Ascertainment of
Contributed Capital.
The Cooperative shall maintain such books and records as will
enable it at any time, upon reasonable notice, to compute the
amount of capital contributed during any given accounting period
by each of its patrons.
Section 9.05. Contract.
The patrons of the Cooperative, by dealing with the Cooperative,
acknowledge that the provisions of this Article of the Bylaws
shall constitute and be a contract between the Cooperative and
non-member patrons, and both the Cooperative and such patrons
are bound by such contract as fully as though each patron had
individually signed a separate instrument containing such terms
and provisions. The provisions of this Article of the Bylaws
shall be called to the attention of such patrons by being posted
in a
conspicuous place in the
Cooperative's offices.
Section 9.06. Patronage Refunds
in Connection with Furnishing Other Services or Goods.
Revised 4-30-04. In the
event that the Cooperative should engage in the business of
furnishing services or goods in accordance with its secondary
purposes as set forth in the Charter and Articles of Amendment
to the Charter of the Cooperative,
all amounts received and receivable therefrom which are
in excess of costs and expenses properly chargeable thereto
shall, insofar as permitted by law, be prorated annually on a
patronage basis and, subject to their prior use for any proper
purposes, be returned to those patrons from whom such amounts
were obtained pursuant to such method, at such time, on such
basis and in such order of priority as the Board of Directors
shall determine.
Article 10 - Waiver of
Notice
Any member or Director may
waive, in writing, any notice of meetings required to be given
by these Bylaws or any notice that may otherwise be legally
required, either before or after such notice is required to be
given.
Article 11 - Disposition and
Pledging of Property; Distribution of Surplus Assets and
Dissolution
Section 11.01. Disposition and
Pledging of Property.
The Cooperative may authorize the sale, lease, lease-sale,
disposition, pledging, mortgaging or encumbering of all, a
substantial portion or any part of its assets and properties as
provided by law, including Tennessee Code Annotated §§ 65-25-113
and 65-25-114, as the same may from time to time be amended.
Section 11.02. Distribution of
Surplus Assets on Voluntary Dissolution.
Upon the Cooperative's voluntary dissolution, any assets
remaining after all liabilities or obligations of the
Cooperative have been satisfied and discharged, or adequate
provision therefor has been made, shall be distributed as
provided for in Tennessee Code Annotated § 65-25-12O(b )(2), as
the same may from time to time be amended.
Article 12 - Fiscal Year
The
Cooperative's fiscal year shall begin on the first day of the
month of July of each calendar year and end on the last day of
the month of June of the following calendar year.
Article 13 - Rules of Order
Parliamentary procedure at all
meetings of the members, of the Board of Directors, of any
committee provided for in these Bylaws and of any other
committee of the members or Board of Directors which may from
time to time be duly established shall be governed by the most
recent edition of Robert's Rules of Order, except to the extent
such procedure is otherwise determined by law or by the
Cooperative's Charter or Bylaws. This Article shall be
subordinate to any other provision of these Bylaws pertaining to
the votes required for action by members, Directors or
committees.
Article 14 – Seal
The
Corporate seal of the Cooperative shall have inscribed thereon
the name of the Cooperative and the words "Corporate Seal,
Tennessee".
