Section 1. General Powers. The business and affairs of the Cooperative shall be managed by a Board of not less than five nor more than nine 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.
Section 2. Districts. The territory served or to be served by the Cooperative shall be divided into districts. Each district shall be represented by one Trustee. The Board of Trustees shall fix the boundaries of each district to be served by a Trustee and establish the number of the representative Trustees.
Section 3. Election of Trustees by District.
- District Meetings. Not less than thirty days nor more than sixty days before any annual meeting, the Board shall call a separate meeting of members of each district in which the terms of incumbent Board members are due to expire for purpose of electing one Board member to represent the members located within each of such districts. Such meeting must be held within the boundaries of said districts.
- Notice of District Meetings. Written or printed notice stating the place, day, and hour of the meeting shall be delivered not less than ten days before the date of each meeting, either personally or by mail, by or at the direction of the Secretary to each member within the district. The notice shall indicate the district to which such member belongs and shall state that election of a Board member is to be the purpose of the meeting.
- Conduct of District Meetings. The district meeting shall be called to order by the Trustee representing the district or by another designated representative of the Board of Trustees, or, in his absence, by any member residing within the district. The members shall then proceed to elect a Chairman, who shall be someone other than a Trustee and who shall appoint a Secretary to act for the duration of the meeting. Fifteen percent of the members of the Cooperative residing in such district and being present at such meeting shall constitute a quorum.
- Election. Each member in attendance at the district membership meeting shall be entitled to one vote. Any firm, association, corporation, body politic, or subdivision being a member of the Cooperative is entitled to designate one person to vote for such member and such authorization must be signed by a president, vice-president, partner, or principal officer and such designation must be on file in the office of the Cooperative not less than 15 days prior to such election. At any district membership meeting, no member shall be permitted to vote by proxy or by mail. Voting shall continue until a candidate shall have received a majority vote of those voting and such candidate shall be declared elected. The minutes of such district meeting shall set forth, among other matters, the name of the person elected Trustee and the number of votes received by such person. A certified copy of the minutes signed by the Secretary and the Chairman of the district meeting shall be delivered to the Secretary of the Cooperative at the Cooperative headquarters within five days after such meeting. The certification by the Chairman and Secretary of the election of the Trustee by any district meeting shall be taken by the Cooperative as conclusive of the election of such Trustee at such district membership meeting. In the event a quorum cannot be obtained for any one of the district meetings provided for herein, then and in such an event the Trustee serving the district in which a quorum cannot be obtained shall continue to serve as the official Trustee from that district until the position is filled by a majority vote of the remaining Board of Trustees. The Trustee elected shall take office and assume the duties and responsibilities thereof at the first meeting of the Board, whether special or regular, after the annual membership meeting.
Section 4. Qualifications and Tenure. No person shall be eligible to become or remain a Trustee of the Cooperative who:
- is not an active member of the Cooperative;
- does not maintain his/her primary residence within the particular district he/she represents or is to represent;
- does not receive electric service from the Cooperative within the particular district he/she represents or is to represent;
- is in any way employed by or financially interested in a competing enterprise or business primarily engaged in selling electrical or plumbing appliances, fixtures, or supplies to the members of the Cooperative;
- is the incumbent of or a candidate for an elective office in connection with which a salary or compensation in excess of $5000 per annum is paid;
- is an employee or former employee of the Cooperative;
- is a close relative of an employee or Trustee of the Cooperative;
- has entered a plea of guilty or no contest or been convicted of a felony;
- does not have the capacity to enter into legally binding contracts;
- doesn’t comply with any other reasonable qualifications as determined by the Board of Trustees.
Upon establishment of the fact that a Trustee is holding office in violation of any of the foregoing provisions, the Board of Trustees shall remove such Trustee from office.
Nothing contained in this Section shall affect in any manner whatsoever the validity of an action taken at the meeting of the Board of Trustees.
For the purposes of these Bylaws, the term “close relative” shall mean a person who, by blood or marriage, including step and adoptive kin, is either a spouse, child, grandchild, grandparent, parent, brother, sister, aunt, uncle, nephew or niece of the principal.
The Trustees in odd-numbered districts shall be elected to serve four-year terms beginning in 1985 and thereafter as terms expire.
The Trustees in even-numbered districts shall be elected to serve four-year terms beginning in 1987 and thereafter as terms expire.
Section 5. Removal of Trustees by Members. Members of a voting district may bring charges against the Trustee of their particular district and petition for removal, for cause, of the Trustee representing such district by filing with the Secretary of the Cooperative and delivering a copy of the same to the Manager of the Cooperative and the Trustee, such charges, in writing, together with a Petition for Removal signed by at least 10% of the members of that district. The charges for removal for cause must be specified in the petition in order to adequately inform the Trustee of the same. The following procedure will then be followed:
- The Board of Trustees of the Cooperative shall call a meeting of the membership of that particular district and designate a date, time, and place in the district in which the petition will be considered
- Notice to all members of the district shall be given by the Cooperative setting forth the date, time, place, and reason for the meeting. The notice must be given at least 20 days, but not more than 60 days, prior to the same.
- The district meeting shall be called to order by a Trustee other than the one representing the district concerned, or someone designated by the Board of Trustees. The members shall then proceed to elect a Chairperson and Secretary for the meeting. The present Trustee shall not act in either capacity.
- The charges and evidence will be presented by petitioners. The Trustee shall have the right to refute the charges and present evidence concerning the same. Those bringing the charges must appear in person.
- The question of removal shall be heard and voted on.
- If a vacancy is created, the same shall be filled by the members at the meeting. If they fail to do so, then the vacancy will be filled in accordance with other vacancy provisions of these Bylaws.
- 15% of the eligible members shall constitute a quorum.
- Any new Trustee must meet qualifications of the Bylaws and be seated as a Board member immediately after selection.
- Roberts Rules of Order shall govern the conduct of the meeting.
- The Chairperson and Secretary shall certify to the Cooperative the selection of the new Trustee.
Section 6. Vacancies. Subject to the provisions of these Bylaws with respect to the filling of vacancies caused by the removal of Trustees by the members, a vacancy occurring on the Board of Trustees shall be filled by the affirmative vote of a majority of the remaining Trustees for the unexpired portion of the term of the Trustee in respect of whom the vacancy occurs. A member elected as Trustee to fill such vacancy must reside in the same district as the Trustee to whose office he succeeds.
Section 7. Compensation. Trustees as such shall not receive any salary for their services but, by resolution of the Board of Trustees, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each meeting of the Board of Trustees and for each day or portion thereof spent on Cooperative business, such as attendance at meetings, conferences, training programs, performing committee assignments, or for attending any function or performing and acting in behalf of the Cooperative in any other capacity; provided, however, that Trustees shall be entitled to receive such benefits as may from time to time be offered Trustees of all rural electric cooperatives under programs sponsored by the National Rural Electric Cooperative Association, 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 by such Trustee or person related to a Trustee by blood or by marriage within the third degree shall have been certified by the Board of Trustees as an emergency measure.
The Cooperative shall indemnify its Trustees, Officers, agents, and employees and may purchase insurance to cover such indemnification against all liability arising out of their acts in their official capacities, if they shall have acted in good faith and deemed such acts to be in the best interests of the Cooperative, or not against its best interests.
Section 8. Oath of Office. Prior to any person assuming the office of Trustee, such person must subscribe to the following oath or affirmation: “I do solemnly swear (or affirm) that I will support the Constitution and the laws of the United States of America, the Constitution and the laws of the State of Oklahoma, and the Bylaws of People’s Electric Cooperative, that I will faithfully discharge according to the best of my ability the duties of my office during such time as I am a Trustee of People’s Electric Cooperative, and that I will never knowingly do or cause to be done any act or deed which would not be in the best interest of the Cooperative and its membership.”
Section 9. Attendance. Any Trustee who shall fail to attend, at a minimum, nine of every 12 consecutive regularly scheduled Board meetings shall automatically lose his/her status as a Trustee and the remaining Trustees shall declare a vacancy on the Board from the district represented by such Trustee, to be filled in accordance with these Bylaws.