Section 1. GENERAL POWERS.
The business and affairs of the Cooperative shall be managed by a board of trustees which shall exercise all of the powers of the Cooperative, except such as are by law, the Articles of Incorporation or these bylaws conferred upon or reserved to the members.
The territory to be served by the Cooperative shall be divided into five or more districts, which shall be designated by the Board. Each district shall contain as nearly as practicable the same number of members, taking into account relevant factors of practicability, including without limitation telephone exchange boundaries, geographic consideration, community of interest, municipal boundaries and the existence of at-large voting for election of the trustees. Each district shall be represented by one or more trustees, provided that the Board shall consist of not less than 6 nor more than 10 trustees, and provided that each district shall be represented by an equal number of trustees.
Not less than 90 days before any meeting of the members at which trustees are to be elected, the Board shall review the composition of the districts and, if it should be found that inequalities of representation have developed which can be corrected by a redelineation of the districts, the Board shall reconstitute the districts so each shall contain as nearly as practicable the same number of members. The Board shall further, in the event of the expansion of the Cooperative boundaries, have the power to add such territory onto any existing district or districts or establish a new district.
Section 2. ELECTION AND TENURE OF OFFICE.
Trustees shall be elected in each district by secret ballot who shall compose the board and hold office until their successors shall have been elected and qualified as in these bylaws provided. Whenever applicable, in order to obtain alternate year terms, the trustees of the Cooperative shall be divided into two or three classes, each class to be as nearly equal in number as possible with the term of office of the first class to expire at the first annual meeting of members after their election, the term of the second class to expire at the second annual meeting after their election and the term of the third class, if any, to expire at the third annual meeting after their election. At each annual meeting after such classification, the number of trustees equal to the number of the class whose term expires at the time of such meeting shall be elected to hold office until the second succeeding annual meeting if there be two classes or until the third succeeding annual meeting if there be three classes or until their successors shall have been elected and qualified.
Section 3. QUALIFICATIONS.
No person shall be eligible to become or remain a trustee or to hold any position of trust in the Cooperative who:
(a) Is not a bona fide resident and member in the area served by the Cooperative or the district which he is to represent.
(b) Is in any way employed by or financially interested in a competing enterprise or a business engaged in selling Retail Telecommunication Services or supplies, or constructing or maintaining telephone facilities, other than a business operating on a cooperative nonprofit basis for the purpose of furthering rural telecommunication service.
Upon establishment of the fact that a trustee is holding office in violation of any of the foregoing provisions, the Board shall remove such trustee from office.
Nothing contained in this section shall affect in any manner whatsoever the validity of any action taken at any meeting of the Board.
Section 4. NOMINATION AND ELECTION OF TRUSTEES.
It shall be the duty of the Trustees to provide notice to members that the Cooperative is seeking candidates to be Trustees in the Districts scheduled to elect a Trustee at the annual meeting. Such notice shall be given through media of general circulation serving the Districts concerned, first posted no later than 90 days before the annual meeting. All interested candidates, including incumbent Trustees seeking re-election, must be nominated by petition. Any 5 or more members from the District for which the nomination is made, acting together may make nominations by petition, and the secretary shall post such nominations at the principal office of the Cooperative at least 60 days before the meeting. The secretary shall be responsible for delivering with the notice of the meeting, a statement of the number of Board members to be elected, and the names and addresses of the candidates nominated by petition.
Election of Trustees in a contested election shall be by written ballot. The ballots shall list, by district, the names of the candidates. Any member desiring to vote for a candidate nominated shall make any mark before each candidate voted for. In the event only one (1) candidate has been nominated for a Trustee position, the provision for election by ballot may be suspended by a majority of members voting at such meeting and the candidate shall be elected by acclamation of the members present.
Each eligible member of the Cooperative present in person at the meeting shall be entitled to vote for one candidate from each district from which a trustee is to be elected in a contested election. The candidate from each district from which a trustee is to be elected receiving the highest number of votes at such meeting shall be declared elected as a trustee. “Eligible member” for these purposes shall mean any member in good standing and registered may cast his ballot at the time the Chairman declares the close of nominations. In the event that three or more candidates are nominated in any district, there shall be a runoff election and the two candidates receiving the greater number of votes shall be separately voted upon except if one candidate has more than 50% of the votes cast on the first ballot.
Section 5. REMOVAL OF TRUSTEES BY MEMBERS.
Any member may bring charges against a trustee and, by filing with the Secretary such charges in writing together with a petition signed by at least ten per centum of the members, may request the removal of such trustee by reason thereof. Such trustee shall be informed in writing of the charges at least ten days prior to the meeting of the members at which the charges are to be considered and shall have an opportunity at the meeting to be heard in person or by counsel and to present evidence in respect of the charges. The person or persons bringing the charges shall have the same opportunity. The question of the removal of such trustee shall be considered and voted upon at the meeting of the members. No trustee shall be removed from office unless by a vote of two-thirds of the members present at such meeting. Any vacancy created by such removal may be filled by vote of the members at such meeting. The successor must reside in the same district as the trustee in respect to whom the vacancy occurs.
Section 6. VACANCIES.
Subject to the provisions of these bylaws for filling vacancies caused by removal of trustees by the members, a vacancy occurring in the board shall be filled by the affirmative vote of a majority of the remaining trustees for the unexpired portion of the term. If the vacancy is not filled by the Board within sixty (60) days after the vacancy occurs, the members shall have the right to fill such vacancy at a meeting of the members. The successor must reside in the same district as the trustee in respect to whom the vacancy occurs.
Section 7. COMPENSATION.
Trustees shall not receive any salary for their services as trustees, except that by resolution of the Board a reasonable fixed sum per diem and expenses of attendance, if any, may be allowed for attendance at each meeting of the Board and for attendance at state, area, regional, national and other meetings on behalf of the Cooperative where attendance is authorized by the Board. No trustee shall receive compensation for serving the Cooperative in any other capacity, nor shall any close relative of a trustee receive compensation for serving the Cooperative, unless the payment and amount of compensation shall be specifically authorized by a vote of the members or the service of such trustee or close relative shall have been certified by the Board as an emergency measure. Close relatives shall be deemed to include, but not necessarily limited to spouse, parent, children, brothers and sisters.
Section 8. TRUSTEE INDEMNIFICATION.
The Cooperative shall indemnify each trustee and officer of the Cooperative (including former trustees and officers) against any claim, demand, action, suit or proceeding (excluding those arising from such person’s criminal act, willful misconduct, or improper personal benefit) made because of such person’s office in the Cooperative or made because such person is serving or has served as a director, trustee or officer of another organization at the specific direction of the Board of Trustees of the Cooperative (but only to the extent that such person is not indemnified by the organization or insurance), against expenses (including reasonable attorney’s fees), Judgements, penalties, and amounts paid in settlement actually and reasonably incurred by such person in connection with such claims, demand, action, suit or proceeding. This indemnification shall inure to the benefit of the heirs and personal representatives of such person and shall include matters occurring prior to adoption of this provision. The Cooperative may maintain insurance to provide this indemnity or may maintain insurance coverage beyond the terms of this indemnity. Any question about whether a specific circumstance is excluded from this indemnity shall be resolved by the Board of Trustees.