Click Here for a PDF copy of the Bylaws of Craighead Electric Cooperative.
made a written application for membership therein;
agreed to purchase from the Cooperative electric energy as hereinafter specified;
agreed to comply with and be bound by the articles of incorporation and bylaws of the Cooperative and any rules and regulations adopted by the Board of Directors; and
paid the membership fee hereinafter specified.
No member may hold more than one (1) membership in the Cooperative. However, legally separate entities may each hold a membership even if owned by a person or persons who is/are a member or members. No membership in the Cooperative shall be transferable, except as provided in these bylaws.
The membership fee shall be an amount set by the Board of Directors from time to time, payment of which shall make the member eligible for one (1) service connection.
Additional service connections shall be made under terms of the Cooperative's rules and regulations.
Each member shall, as soon as electric energy shall be available, purchase from the Cooperative all electric energy used on the premises specified in his/her application for membership, and shall pay therefor monthly at rates which shall from time to time be fixed by the Board of Directors. However, the Board of Directors may limit the amount of electric energy which the Cooperative shall be required to furnish to any one member. It is expressly understood that amounts paid for electric energy in excess of the cost of service are furnished by members as capital and each member shall be credited with the capital so furnished as provided in these bylaws. Each member shall pay to the Cooperative such minimum amount per month regardless of the amount of electric energy consumed, as shall be fixed by the Board of Directors from time to time. Each member shall also pay all amounts owed by him to the Cooperative as and when the same shall become due and payable.
and conditions as the Board of Directors may prescribe.
Membership in the Cooperative and a certificate representing the same shall not be transferable, except as hereinafter otherwise provided and, upon the death, cessation of existence, expulsion or withdrawal of a member, the membership of such member shall thereupon terminate except for a joint membership when there is a surviving spouse. Any such termination of membership shall not release the member’s estate from the debts or liabilities of such member to the Cooperative.
A membership may be issued to or transferred by a member to himself or herself and his/her spouse jointly. Such joint membership shall be the only type of joint membership in the Cooperative. Such transfer shall be made upon a written request of such member and compliance by the husband and wife of all requirements of the Cooperative. Such membership shall thereafter be made and recorded on the books of the Cooperative and upon a certificate as a joint membership.
When a membership is held jointly by a husband and wife, upon the death of either person, the membership shall be held solely by the survivor. However, the estate of the deceased shall not be released from any membership debts or liabilities due the Cooperative at the time of death of the member.
MEETINGS OF MEMBERS
Call of the roll.
Reading of the notice of the meeting and proof of the mailing thereof, or the waiver or waivers of notice of the meeting as the case may be.
Reading of unapproved minutes of previous meetings of the members and the taking of necessary action thereon.
Reports of officers, directors and committees.
Report of all mail votes on election of directors and other matters, if any.
As a qualification of office at the time that a director is first elected to the Board of Directors, the director shall reside in and be selected from the area encompassed by a particular district and position as those areas are defined in these bylaws. In addition, the director then first elected must also receive electrical service from the area encompassed by that same district and position.
In order to remain eligible to serve as a director or to be re-elected (while such director is an incumbent), the director must either: (i) continue to reside in the County which is a part of district and position from which the director was elected and receive electrical service in the area encompassed by that same district and position; or (ii) continue to reside in the area encompassed by the district and position from which the director is elected and receive electrical service in the County which is a part of district and position from which the director is elected.
For purposes of these bylaws, the term, “first elected” shall mean the election of a director in accordance with the bylaws when that director is not an incumbent at the time of his/her election.
Unless a vacancy occurs, the terms of directors shall be staggered so that not more than one (1) director from each district shall have a term of office expiring in the same year. In the event districts are combined, the director whose district is being eliminated, will continue to serve until such time as his/her term expires.
be a citizen of the United State of America;
be of proper legal capacity;
be a member in good standing with the Cooperative;
not currently be nor shall have been employed by the Cooperative or any other electric utility for a period of five (5) years prior to the date of such election;
not have a spouse who is currently employed or has been employed by the Cooperative or any other electric utility for a period of five (5) years prior to the date of such election;
not be in any way employed by or directly financially interested in a competing enterprise or business selling electric energy or supplies to the Cooperative;
not have been convicted of a felony or a misdemeanor which misdemeanor involves dishonesty within the ten (10) years prior to the date of the election unless the candidate has received a pardon for such conviction;
not be convicted of a felony or a misdemeanor which misdemeanor involves dishonesty while serving as a director;
attend a majority of all board meetings (unless excused by the Board of Directors for good cause) during any twelve (12) consecutive month period;
meet the residency requirements of Section 2A; and
not be the incumbent of or a candidate for an elective public office in connection with which a salary is paid.
However, any director serving on the Board of Directors on June 26, 1998 is not required to satisfy the requirements as stated in Section 2A above. Upon it being determined that a director fails to meet any of the qualifications set forth in this section 2B, then the director shall immediately be removed from the Board without any action or vote being necessary.
When a membership is held jointly by a husband and wife, either one, but not both, may be elected a director, provided, however, that neither one shall be eligible to become or remain a director or to hold a position of trust in the Cooperative unless both shall meet the qualifications herein above set forth. Nothing contained in this section shall or shall be construed to affect in any manner whatsoever the validity of an action taken at any meeting of the Board of Directors.
petition shall be for a particular district and position. The person seeking such nomination may obtain more than one (1) copy of such petition. To be placed on the ballot, the petitioner must obtain the signature of no less than fifteen (15) current members of the Cooperative on the petition(s). Note: Only one (1) person may sign on the nominating petition for each membership, i.e., a husband and wife having a joint membership shall be counted as only one (1) signature on a petition.
Petition for nomination shall be available at the Cooperative not less than one hundred fifty (150) days prior to the annual meeting. After obtaining the requisite signatures, the person being nominated must present the petition(s) with original signatures thereon not less than ninety (90) days prior to the annual meeting. Only petitions that have been provided by the Cooperative will be accepted. If such petition(s) are in proper form and contain a minimum of fifteen (15) proper signatures, and the person so nominated meets the requirements as outlined in this Article III, such person shall be added to the list of nominees for the proper position.
The Secretary will post and maintain at the Cooperative, a current list of all proper nominees for all of the Board of Directors positions to be elected at the next annual meeting. Following the close of the nominations, the Secretary will mail with a notice of the annual meeting a statement setting forth the position to which directors are to be elected at such meeting and the name of all proper nominees for each such position. The Secretary will be responsible for assuring that the notice of the meeting is published in the Arkansas Living magazine. Notwithstanding anything contained herein, failure to comply with the provisions of this Section will not affect in any manner whatsoever the validity of any election of a director of directors.
The election of Directors will be by ballot in writing delivered by mail or personal delivery to the office of the Cooperative and only those persons nominated by petition will be on such ballots. No nominations will be accepted from the floor. The Board of Directors will establish a procedure for voting so that each member will receive the ballot in sufficient time for it to be marked and returned by the time set for the annual meeting.
The officer or director against whom such charges have been brought shall be informed in writing [a minimum of sixty (60) days prior to any such meeting] of the charges and shall have an opportunity at the meeting to be heard in person and by counsel and to present such evidence as is relevant and necessary to make a proper determination regarding the charges against the officer or director. Further, the person or persons bringing such charges against the officer or director shall have the same opportunity to present such evidence. The date for the hearing of such charges shall be fixed by the Board of Directors and written notice of such hearing shall be sent to all members of Cooperative at their mailing address no less than forty five (45) days prior to the date of the hearing. Any officer or director shall be removed for cause only. For purposes of removal of such officer or director, the term, “for cause” shall be defined as an act or omission adversely affecting the Cooperative which amounts to gross negligence, fraud or criminal conduct.
Evidence shall be heard at the special meeting for removal of the director. In order to conduct such meeting, there shall be a minimum of one thousand (1,000) members present throughout such meeting. During such meeting at which the evidence is presented, the members of the Cooperative who are present throughout shall vote on whether the officer or director shall be removed at the end of the presentation of the evidence. Such voting shall be accomplished by written ballot. An officer or director shall only be removed by an affirmative vote of not less than two-thirds (2/3rds) of the members voting upon such issue. In the event that the officer or director is removed based upon this vote, the remaining members of the Board of Directors shall vote upon and elect a new member of the Board of Directors at the first regular board meeting following the removal of such officer or director.
MEETINGS OF DIRECTORS
be the principal officer of the Board of Directors of the Cooperative and shall preside at all meetings of the members and of the Board of Directors;
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
c) in general perform all duties incident to the office of Chairman and such other duties as may be prescribed by the Board of Directors from time to time.
of the Board of Directors, or in the event of his/her inability or refusal to act, the Vice Chairman of the Board of Directors shall perform the duties of the Chairman, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chairman of the Board of Directors and shall perform such other duties as from time to time may be assigned to him by the Board of Directors.
keep, or cause to be kept, the minutes of meetings of the members and the Board of Directors in one (1) or more books provided for that purpose;
see that all notices are duly given in accordance with these bylaws or as required by law;
determine that the corporate records are properly maintained and see that the seal of the Cooperative is affixed to all appropriate documents, the execution of which on behalf of the Cooperative under its seal is duly authorized in accordance with the provisions of these bylaws;
keep, or cause to be kept, a register of the address of each member which shall be furnished to the Cooperative by such member;
have general charge of the books of the Cooperative in which a record of the members is kept;
keep on file at all times a complete current set of the bylaws of the Cooperative which shall always be open to the inspection of any member, and at the expense of the Cooperative forward a copy of such bylaws thereto to each member upon written request; and
in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board of Directors.
have charge, or cause to have charge and custody of and be responsible for all funds and securities of the Cooperative;
receive and give, or cause to be received and given, receipts for moneys due and payable to the Cooperative from any source whatsoever, and deposit, or cause to be deposited, all such moneys in the name of the Cooperative in such bank or banks as shall be selected in accordance with the provisions of these bylaws; and
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.
CONTRACTS, CHECKS AND DEPOSITS
The books and records of the Cooperative shall be maintained so that at the end of each fiscal year the amount of capital, if any, shall be readily determinable.
In the event of dissolution or liquidation of the Cooperative, after all outstanding indebtedness of the Cooperative shall have been paid, outstanding patronage capital shall be retired without priority on a pro rata basis before any payments are made on account of property rights of current members. If at any time prior to dissolution or liquidation, the Board of Directors shall determine that the financial condition of the Cooperative will not be impaired thereby, the patronage capital for any year may be credited to the patrons’ accounts and retired in full or in part. Any such retirements of capital shall be made by any method selected by the Board of Directors.
WAIVER OF NOTICE
Any member or director may waive, in writing, any notice of a meeting required to be given by these bylaws. In addition, a member of director shall waive any required notice of a meeting or lack thereof by attendance at such meeting unless at the beginning of such meeting the member or director objects to the meeting due to lack of notice or the impropriety of such notice.
DISPOSITION OF PROPERTY
The Cooperative may not sell, lease or otherwise dispose of any of its property other than:
property which is the judgment of the Board of Directors neither is, nor will be necessary to operate and maintain the Cooperative’s system, facilities and office. However, all sales, leases or other dispositions of such property shall not in any one (1) year exceed ten per centum (10%) of the value of all of the property of the Cooperative
electric energy or services of all kinds; and
Personal property acquired for resale.
Any sale, lease or disposition contrary to the above provisions must be authorized at a meeting of the members by the affirmative vote of at least two-thirds (2/3rds) of all of the members of the Cooperative following notice of the proposed action having been properly given. In the event that a sale, lease or other disposition is required by law or by court order, the requirement for an affirmative vote of at least two-thirds (2/3rds) of all of the members of the Cooperative shall not be applicable.
The Board of Directors, without authorization by the members, shall have full power and authority to borrow money from the United States of America or any agency or instrumentality thereof, or any financial institution, and in connection with such borrowing to authorize the making and issuance of bonds, notes or other evidences or indebtedness and, to secure the payment thereof, to authorize the execution and delivery of a mortgage or mortgages, or deed or deeds of trust upon, or the pledging or encumbrancing of any or all of the property, assets, rights, privileges, licenses, franchises and permits of the Cooperative, whether acquired or to be acquired, and wherever situated, all upon such terms and conditions as the Board of Directors shall determine.
The fiscal year of the Cooperative shall be as set by the Board of Directors from time to time.
MEMBERSHIP IN OTHER ORGANIZATIONS
The Cooperative shall not become a member of any other organization without an affirmative vote of the Board of Directors.
The corporate seal of the Cooperative shall be in the form of a circle and shall have inscribed thereon the name of the Cooperative and notice that it is the corporate seal of the Cooperative.
These bylaws of portions thereof (except for Article IX, Disposition of Property) shall only be altered, amended, changed, modified or repealed by the affirmative vote of at least two thirds (2/3rds) of all directors at any regular or special meeting of the Board of Directors. Article X, Disposition of Property, shall only be altered, amended, changed, modified or repealed, in whole or in part, upon the affirmative vote of at least two-thirds (2/3rds) of all members of the Cooperative.
Cooperative shall indemnify its directors, officers as well as the CEO to the maximum extent allowed by law pursuant to Arkansas Code Annotated Section 4-26-814 and other applicable law.
Dated this 24th day of February, 2012.
Chairman Tom Sloan
Craighead Electric Cooperative Corporation
P.O. Box 7503 Jonesboro, AR 72403-7503