ARTICLES OF INCORPORATION

 

RE-STATED AND AMENDED ARTICLES OF INCORPORATION

OF OSCEOLA RURAL ELECTRIC COOPERATIVE

 

TO:  THE SECRETARY OF STATE OF IOWA

 

         That pursuant to the Articles of Incorporation of the above referenced Cooperative and also pursuant to Chapter 499 of the Iowa Code, 2013, the undersigned Cooperative adopts the following Restated and Amended Articles of Incorporation.  The Re-Stated and Amended  Articles of Incorporation were adopted by the members of Osceola Rural Electric Cooperative at their Annual Meeting of members after due, timely and legal notice of said meeting and the proposed Re-stated and Amended Articles had been given to its members in conformity with its Articles of Incorporation and the laws of the State of Iowa.

 

PARAGRAPH I

 

         The following Re-stated and Amended Articles of Incorporation were adopted by the members of the Cooperative at the Annual Meeting of its members on March 22, 2013, in Sibley, Osceola County, Iowa.

 

                              Re-state and Amend the previous Articles of Incorporation by striking all of the provisions thereof and enacting the following new Articles of Incorporation:

  1.  

“ARTICLES OF INCORPORATION OF

OSCEOLA RURAL ELECTRIC COOPERATIVE”

 

ARTICLE I

 

The name of the Cooperative shall be Osceola Electric Cooperative, Inc.

 

ARTICLE II

 

The principal office of the Cooperative shall be located at Sibley, in the County of Osceola, State of Iowa.

 

ARTICLE III

 

The purposes for which the Cooperative is formed are:

 

  1.   To generate, manufacture, purchase, acquire and accumulate electric energy for its members and to transmit, distribute, furnish, sell and dispose of such electric energy to its members only, and to construct, erect, purchase, lease as lessee and in any manner acquire, own, hold, maintain, operate, sell, dispose of, lease as lessor, exchange and mortgage plants, buildings works, machinery, supplies, apparatus, equipment and electric transmission and distribution lines or systems necessary, convenient or useful for carrying out and accomplishing any or all of the foregoing purposes;

 

  1. To acquire, own, hold, use, exercise and, to the extent permitted by law, to sell, mortgage, pledge, hypothecate and in any manner dispose of franchises, rights, privileges, licenses, rights of way and easements necessary, useful or appropriate to accomplish any or all of the purposes of the Cooperative;

 

  1. To construct, erect, purchase, lease as lessee and in any manner, acquire, own, hold, maintain, operate, sell, dispose of, lease as lessor, exchange and mortgage plants, buildings, works, machinery, supplies, apparatus, equipment and communications, telecommunications, engineering, computer, master billing, centralized printing, land and industrial development, group purchasing, inventory control, telephone, water supply, waste management, television and/or transmission and distribution lines or systems necessary, convenient or useful for carrying out and accomplishing any of the foregoing purposes.  The Cooperative may do and perform any and all acts and things, and to have and exercise any and all powers, as may be necessary or convenient to accomplish any or all of the foregoing purposes as set forth in this article and in this section, or as may be permitted by the provisions of the laws under which the association is formed, and to exercise any of its power anywhere;

 

  1. To assist its members to wire their premises and install therein electrical and plumbing appliances, fixtures, machinery, supplies, apparatus and equipment of any and all kinds and character (including, without limiting the generality of the foregoing, such as are applicable to water supply and sewage disposal) and, in connection therewith and for such purposes, to purchase, acquire, lease, sell distribute, install and repair electrical and plumbing appliances, fixtures, machinery, supplies, apparatus and equipment of any kinds and character (including, without limiting the generality of the foregoing, such as are applicable to water supply and sewage disposal) and to receive, acquire, endorse, pledge, guarantee, hypothecate, transfer or otherwise dispose of notes and other evidences of indebtedness and all security therefore;

 

  1. To borrow money, to make the issue bonds, notes and other evidences of indebtedness, secured or unsecured, for moneys borrowed or in payment for property acquired, or for any of the other objects or purposes of the Cooperative; to secure the payment of such bonds, notes or other evidences of indebtedness by mortgage or mortgages, or deed or deeds of trust upon, or by the pledge for other lien upon, any or all of the property, rights, privileges or permits of the Cooperative where so ever situated, acquired or to be acquired;

 

  1. To become a member of any federated cooperative association whose membership is restricted to incorporated cooperative associations; and

 

  1.  To do and perform, either for itself or its members, any and all acts and things, and to have and exercise any and all powers, as may be necessary or convenient to accomplish any or all of the foregoing purposes, or as may be permitted by the provisions of the laws under which the Cooperative is formed; and to exercise any of its powers anywhere.

ARTICLE IV

 

The duration of the Cooperative shall be perpetual.

 

ARTICLE V

 

The name, occupation and post office address of each of the incorporators of the Cooperative are:

 

       NAME                             OCCUPATION               POST OFFICE ADDRESS

Henry Consoer                           Farmer                     Ocheyedan, Iowa

David L Dykstra                          Farmer                     Bigelow, Minnesota

Anton J. Gacke                            Farmer                    Sibley, Iowa

George Jackley                          Farmer                     Ashton, Iowa

Frank Leinen                              Farmer                     Sibley, Iowa

Jacob J. Onken                          Farmer                     Sibley, Iowa

Ralph Wright                              Farmer                     Hartley, Iowa

 

ARTICLE VI

 

Section 1.  Any person, firm, corporation or body politic may become a member in the Cooperative by:

 

  1. Paying the membership fee hereinafter specified;
  2. Agreeing to purchase from the Cooperative electric energy as specified in the bylaws of the Cooperative; and

 

  1. Agreeing to comply with and be bound by these articles of incorporation and the bylaws of the Cooperative and any amendments thereto and such rules and regulations as may from time to time be adopted by the board of directors; provided, however, that no person, firm, corporation or body politic shall become a member unless and until he or it has been accepted for membership by the board of directors or the members.  The bylaws of the Cooperative may provide the procedure for such action.  The bylaws of the Cooperative may fix such other terms and conditions upon which persons shall be admitted to and retain membership in the Cooperative not inconsistent with these articles of incorporation or the Act under which it is organized.

 

A husband and wife may jointly become a member and their applications for a joint membership may be accepted in accordance with the foregoing provisions of this section provided the husband and wife comply jointly with the provisions of the above subdivisions (a), (b) and (c).

 

Section 2.  The Cooperative shall have no capital stock but membership in the Cooperative shall be evidenced by a certificate of membership.  The membership fee in the Cooperative shall be Five Dollars ($5.00) and no certificate of membership shall be issued until such membership fee shall have been paid in full.

 

Section 3.  The private property of the members of the Cooperative shall be exempt from execution for the debts of the Cooperative and no member shall be individually liable or responsible for any debts or liabilities of the Cooperative.

 

Section 4.  The board of directors of the Cooperative may, by the affirmation vote of not less than two-thirds (2/3) of the members thereof, expel any member who shall have violated or refused to comply with any of the provisions of these articles of incorporation or the bylaws of the Cooperative or any rules or regulations adopted from time to time by the board of directors.  Any member so expelled may be reinstated as a member by a vote of the members at any annual or special meeting of the members.  The action of the members with respect to any such reinstatement shall be final.

 

Section 5.  Any member may withdraw from membership upon payment in full of all debts and liabilities of such member to the Cooperative and upon compliance with such terms and conditions as the board of directors may prescribe.

 

Section 6. 

  1. Membership in the Cooperative and the certificate representing the same shall not be transferable except as provided in the bylaws of the Cooperative.

 

  1. A membership may be transferred by a member to himself or herself and his or her spouse, as the case may be, jointly upon the written request of such member and compliance by such husband and wife jointly with the provisions of subdivisions (b) and (c) of section 1 of this article.  Such transfer shall be made and recorded on the books of the cooperative and such joint membership noted on the original certificate representing the membership so transferred.

 

  1. When a membership is held jointly by a husband and wife, upon the death of either such membership shall be deemed to be held solely by the survivor with the same effect as though such membership had been originally issued solely to him or her, as the case may be, and the joint membership certificate may be surrendered by the survivor and upon the recording of such death on the books of the Cooperative the certificate may be reissued to and in the name of such survivor; provided, however, that the estate of the deceased shall not be released from any membership debt or liabilities to the Cooperative.

 

ARTICLE VII

 

The first regular meeting of the members of the Cooperative shall be held on the 25th day of October A.D. 1938, at the hour of 8:00 P.M., in the city or town in which the principal office of the Cooperative is located, and thereafter regular annual meetings of the members shall be held at such time and place as shall be fixed in the bylaws.

 

ARTICLE VIII

 

Section 1.  The business and affairs of the Cooperative shall be managed by the board of seven (7) directors, which shall exercise all of the powers of the Cooperative except such as are by law or by these articles of incorporation or by the bylaws conferred upon or reserved to the members.

 

Section 2.  At the first regular meeting to be held on the date specified in Article VII of these Articles of Incorporation, directors shall be elected by and from the members of the Cooperative to serve until the next succeeding regular annual meeting of the members as fixed by the bylaws of the Cooperative, or until their successors shall have been elected and shall have qualified.  Thereafter, at each annual meeting of the members, directors shall be elected by ballot by and from the members to serve until the next annual meeting of the members, or until their successors shall have been elected and shall have qualified, subject to the provisions of these articles of incorporation and the bylaws with respect to the removal of directors.  No member shall be eligible to become or remain a director or to hold any position of trust in the Cooperative who is not a bona fide resident in the area served by the Cooperative,  or who is in any way employed by or financially interested in a competing enterprise or a business selling electric energy or supplies to the Cooperative, or a business primarily engaged in selling electrical or plumbing appliances, fixtures or supplies to the members of the Cooperative.  The bylaws may provide additional qualifications not in conflict with law or these articles of incorporations.  Nothing in this section contained 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.

 

The term of director shall be limited to six consecutive three year terms, but a director may be a candidate to return to said board after an absence of one year.  This provision shall apply to all directors elected subsequent to the passage of this amendment.

 

Section 3.  The bylaws may provide for a procedure for nominations.  A ballot marked “Ballot for Directors” containing the names of all the nominees from the board of directors, geographically arranged and stating the residence of each, shall be mailed with the notice of the meeting.  The Secretary shall also mail with the notice of the meeting a statement of the number of directors to be elected.  Such statement of the Secretary shall also inform the members of the manner in which they may vote by mail for directors as provided in this section.  Any member who is absent from any such meeting may vote by mail for directors by marking on the ballot an “X” opposite the names of the number of candidates equal to the number of directors to be elected and enclosing the ballot in a sealed envelope bearing his name addressed to the Secretary.  When such ballot so enclosed is received by mail from any absent member it shall be accepted and counted as a vote for directors by ballot of such absent member at such meeting.  If a husband and wife hold a joint membership and are absent from any such meeting they may vote by mail for directors by jointly marking and inclosing the ballot hereinabove provided for.  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.  Subject to the provisions of these articles of incorporation, vacancies occurring in the board of directors between annual meetings of the members of the Cooperative shall be filled by a majority vote of the remaining directors, and directors thus selected shall serve until the next annual meeting of the members or until their successors shall have been elected and shall have qualified.

 

Section 5.  Any member may bring charges against an officer or director by filing them in writing with the Secretary, together with a petition signed by ten per centum (10%) of the members, requesting the removal shall be voted upon at the next regular or special meeting of the members, and any vacancy created by such removal may be filled by the members at such meeting.  The director or officer against whom such charges have been brought shall be informed in writing of the charges previous to the meeting and shall have an opportunity at the meeting to be heard in person or by counsel and to present evidence; and the person or persons bringing the charges against him shall have the same opportunity.

 

ARTICLE IX

 

Section 1.  No dividends shall be paid upon memberships in the Cooperative.  Subject to the provisions of any mortgage or deed of trust given or assumed by the Cooperative, the board of directors shall, after the expiration of each fiscal year and after paying or making provision for the payment of all obligations and expenses of the Cooperative properly chargeable against its revenues and receipts for such fiscal year take action as follows:

 

  1. To provide a reasonable reserve for depreciation, obsolescence, bad debts, or contingent losses or expenses;

 

  1. At least 10% of the remaining earnings must be added to surplus until surplus equals either 30% of the total of all capital paid in for stock or membership, plus all unpaid patronage dividends, plus certificates of indebtedness payable upon liquidation, earnings from non-member business, and earnings arising from the earnings of other Cooperative organizations of which the association is a member, or $1,000 whichever is greater.  No addition shall be made to surplus when it exceeds either 50% of the total or $1,000 whichever is greater;

 

  1. No less than one per centum (1%) nor more than five per centum (5%) of such earnings in excess of reserves may be placed in an educational fund, to be used as the directors deem suitable for teaching or promoting cooperation; and

 

  1. The directors shall determine the percentage of the amount of said allocation that currently shall be paid in cash, provided that so long as there are unpaid deferred patronage dividends for prior years, the amount currently payable in cash shall not exceed twenty (20%) of said allocations.  All said remaining allocations not so paid in cash shall be transferred to a revolving fund and credited to said members and subscribers.

 

Section 2.  The members may, at any meeting, control the amount to be allocated to surplus or educational fund within the limits specified in Section 1 of this Article IX.

 

Section 3.  The directors may use the revolving fund to pay the obligations or add to the capital of the Cooperative.  In such event the deferred patronage dividends credited to members shall constitute a charge upon the revolving fund and future additions thereto, and on the corporate assets subordinated to creditors then or thereafter existing.  Deferred patronage dividends for any year shall have priority over those for any subsequent year, except that the directors may, at their discretion, pay deferred patronage dividends of deceased natural persons who were members without reference to the order of priority herein prescribed, and except as provided by these Articles of Incorporation.

 

Section 4.  The Cooperative may issue certificates for deferred patronage dividends, but such a certificate shall be non-transferable except to a party eligible to, and accepted for, membership who becomes the owner or operator of the real property formerly owned or operated by a member and served by the Cooperative.

 

Section 5.  Credits or certificates referred to in sections 3 and 4 of this Article IX shall not mature until the dissolution or liquidation of the Cooperative but shall be callable by the Cooperative at any time in the order of priority specified in section 3 of this Article IX.

 

ARTICLE X

 

Section 1.  The Cooperative may not sell, mortgage, lease or otherwise dispose of any of its property other than

 

  1. Property which, in the judgment of the board of directors is or will be neither necessary nor useful in operating and maintaining the Cooperative’s system, provided, however, that sale of such property shall not in any one year exceed in value ten per centum of the value of all the property of the Cooperative;

 

  1. Service of all kinds, including electric energy;

 

  1. Personal property acquired for resale; and

 

  1.  Merchandise;

 

 Unless such sale, mortgage, lease, or other disposition or encumbrance is authorized at a meeting of the members by the affirmative vote of at least two-thirds (2/3) of the members voting thereon at such meeting in person or by mail, and the notice of such proposed sale, mortgage, lease or other disposition or encumbrance shall have been contained in the notice of the meeting; provided, however, that notwithstanding anything herein contained, the board of directors, without authorization by the members, shall have full power and authority to borrow money from the United States of America, Reconstruction Finance Corporation or any agency or instrumentality thereof, and any national financing institution, including National Rural Utilities Cooperative Financing Corporation, organized on a cooperative plan for the purpose of financing its members programs, projects and undertakings, in which the Cooperative holds membership, and in connection with such borrowing to authorize the making and issuance of bonds, notes or other evidences of indebtedness and, to secure the payment thereof, to authorized the execution and delivery of a mortgage or mortgages, or a 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.

 

Section 2.  A sale, lease, exchange or other disposition of all or substantially all of the property and assets of the Cooperative, with or without the good will, if not made in the usual and regular course of business, may be made upon terms and conditions and for such consideration which may consist in whole or in part of money or property, real or personal, including shares of any other Cooperative Association organized under the statutes of the State of Iowa, as long as such sale, lease, or exchange or other disposition is authorized in the following manner:

 

  1. The Board of Directors of the Cooperative shall adopt a resolution recommending the sale, lease, exchange, or other disposition and directing the submission thereof to a vote at a meeting of the membership, which may be either an annual or special meeting.

 

  1. Written or printed notice of the proposal shall be given to each member of record entitled to vote at the meeting within the time and in the manner provided by these Articles of Incorporation for the giving of notice of meetings of members and whether the meeting be an annual or special meeting shall state that the purpose, or one of the purposes of the meeting is to consider the proposed sale, lease, exchange or other disposition of substantially all of the property and assets of this Cooperative.

 

  1. At the meeting, the membership may authorize the sale, lease, exchange or other disposition and may fix, or may authorize the Board of Directors to fix, any and all of the terms and conditions thereof and the consideration to be received by this Cooperative.  Such authorization shall be approved if two-thirds of the members vote affirmatively on a ballot on which a majority of all voting members of the Cooperative participate.

 

  1. After the authorization by the vote of members, the Board of Directors of the Cooperative may nevertheless in its discretion abandon the sale, lease, exchange or other disposition of assets, subject to the rights of third parties under any contract relating thereto without further action or approval by the member.

 

ARTICLE XI

 

                    The Cooperative shall attempt to resolve any claim or dispute which may arise between the Cooperative and a member, former member, or customer who has received electric service in a good faith manner.  In resolving such disputes, the Cooperative shall give consideration to: (1) applicable laws; (2) rules and regulations imposed by state and federal agencies; (3) these Articles of Incorporation; (4) the Cooperative's bylaws, policies, practices, plans, and procedures; (5) industry standards; and (6) the individual facts and circumstances regarding the claim or dispute.

 

          If a member, former member, or customer who has received electric service is not satisfied with the Cooperative's resolution of the claim or dispute, all matters subject to the jurisdiction of the Iowa Utilities Board shall be resolved by the Iowa Utilities Board or, if and when appropriate, the applicable regulatory body with jurisdiction over the Cooperative and the matter.

 

          All other claims and disputes shall, at the request of either the Cooperative or the member, former member, or customer who has received electric service, first be submitted to mediation conducted by an impartial mediator agreed to by the parties.  In the event the claim or dispute is not resolved through mediation, then such shall, at the request of either the Cooperative or the member, former member, or customer who has received electric service, be submitted to binding arbitration to be conducted in accordance with the policies adopted by the Board of Directors of the Cooperative.  In absence of such policies, or in the event such policies are incomplete, the provisions of Iowa Code 679A (Arbitration), as it may be amended from time to time, shall apply to the extent it is not inconsistent with the policies adopted by the Cooperative.

 

          Notwithstanding the foregoing, the Cooperative reserves the right to pursue collection of a debt owed by any member or former member through other means, including but not limited to use of a collection agency, small claims court, and other applicable courts.   Further, any claim where the amount in controversy is less than the small claims jurisdictional amount may be resolved without utilizing the alternate dispute resolution set forth in this Section.

 

          Every member, by becoming or continuing to be a member, agrees to the foregoing, and agrees to be bound by the Bylaws of the Cooperative.  The Bylaws and these Articles of Incorporation constitute an agreement between the Cooperative and the members.

 

ARTICLE XII

 

          Upon dissolution or liquidation, the assets of the Cooperative shall be applied to the payment of liquidation expenses and then to the payment of all obligations of the Cooperative other than patronage dividends or certificates issued therefore.  The remainder of such assets shall be distributed in the following order of priority:

 

  1. Payment of any deferred patronage dividend or certificate issued therefore, and if the assets are insufficient to pay all such patronage dividends or certificates issued therefore they shall be prorated to the payment of all such deferred patronage dividends or certificates issued therefore:

 

  1. Payment to members of the membership fee paid by them; and

 

  1. The remaining assets shall be distributed among the members in proportion to their deferred patronage dividends.

 

ARTICLE XIII

 

          The board of directors shall adopt the first set of bylaws.  The bylaws as adopted may be altered, amended or repealed by the Board of Directors at any regular or special meeting, provided the notice of any such meeting contains a copy of the proposed, alteration, amendment or repeal.

 

ARTICLE XIV

 

          Personal Liability of Directors, Officers, Employees, or Members

 

          Except as otherwise provided by Iowa law, a director, officer, employee, or member of the cooperative is not liable on the debts or obligations, and a director, officer, member or other volunteer is not personally liable in that capacity for a claim based upon an act or omission of the person performed in the discharge of the person’s duties, except for a breach of the duty of loyalty to the Cooperative, for acts or omissions not in good faith or which involve intentional misconduct or knowing violating of the law, or for a transaction from which the person derives an improper personal benefit.

 

          The Cooperative may indemnify any present or former director, officer, employee, member or volunteer in the manner and in the instances authorized in Sections 490.850 through 490.859 Iowa code (2013) as amended.

 

ARTICLE XV

 

          The Cooperative may amend, alter, change or repeal any provisions contained in its Articles of Incorporation in the manner now or hereinafter prescribed by law.

 

 

 

BY-LAWS

 

ARTICLE I

 

Members

 

Section 1. Qualifications and Obligations.  Any person, firm, corporation or body politic may become a member in the Cooperative by:

  1. Paying the membership fee hereinafter specified;
  2. Agreeing to purchase from the Cooperative electric energy as hereinafter specified; and
  3. Agreeing to comply with and be bound by the articles of incorporation of the Cooperative and these by-laws and any amendments thereto and such rules and regulations as may from time to time be adopted by the board of directors, provided, however, that no person, firm, corporation or body politic shall become a member unless and until he or it has been accepted for membership by the board of directors or the members.  At each meeting of the members held subsequent to the expiration of a period of six (6) months from the date of incorporation of the Cooperative, all applications received more that ninety (90) days prior to such meeting and which have not been accepted by the board of directors shall be submitted by the board of directors to such meeting of the members, and subject to compliance by the applicant with the conditions set forth in subdivisions (a), (b) and (c) of this section, such applications for membership may be accepted by a vote of the members at such meeting.  The Secretary shall give any such applicant at least ten (10) days prior notice of the date of the members’ meeting to which his application will be submitted and such applicant may be present and heard at the meeting.  No person, firm, corporation or body politic may own more than one (1) membership in the Cooperative.

 

A husband and wife may jointly become a member and their application for a joint membership may be accepted in accordance with the foregoing provisions of this section provided the husband and wife comply jointly with the provisions of the above subdivisions (a), (b) and (c).

 

Section 2. Membership Fee.  The membership fee shall be $5.00, the payment of which shall make the member eligible for one (1) service connection.  Members desiring additional service connections shall make application therefore to the Cooperative.

 

Section 3.  Purchase of Electric Energy.  Each member shall, as soon as electric energy shall be available, purchase from the Cooperative all electric energy used on the premises referred to in the application of such member for membership, and shall pay therefore monthly at rates which shall from time to time be fixed by resolution of the Board of Directors; provided, however, that the electric energy which the Cooperative shall furnish to any member may be limited to such an amount as the Board of Directors may from time to time determine and that each member shall pay to the Cooperative such minimum amount per month as shall be fixed by the Board of Directors from time to time, regardless of the amount of electric energy consumed.  Each member shall also pay all obligations which may from time to time become due and payable by such member to the Cooperative as and when the same shall become due and payable

 

Section 4.  Non-liability for Debts of the Cooperative.  The private property of the members of the Cooperative shall be exempt from execution for the debts of the Cooperative and no member shall be individually liable or responsible for any debts or liabilities of the Cooperative.

 

Section 5.  Expulsion of Members.  The board of directors of the Cooperative may, by the affirmative vote of not less than two-thirds (2/3) of the members thereof, expel any member who shall have violated or refused to comply with any of the provisions of the articles of incorporations of the Cooperative or these by-laws or any rules or regulations adopted from time to time by the Board of Directors.  Any member so expelled may be reinstated as a member by a vote of the members at any annual or special meeting of the members.  The action of the members with respect to any such reinstatement shall be final.

 

Section 6.  Withdrawal of Membership.  Any member may withdraw from membership upon payment in full of all debts and liabilities of such member to the Cooperative and upon compliance with such terms and conditions as the board of directors may prescribe.

 

Section 7. Transfer and Termination of Membership.

  1. 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, and the certificate of membership of such member shall be surrendered forthwith to the Cooperative.  Subject to the payment of all debts and liabilities of a member to the Cooperative, upon such termination of membership and the surrender of his or its membership certificate, the Cooperative shall pay to such member or his personal representative, and amount equal to the membership fee paid by such member.  Such payment in the case of the expulsion of a member shall be made within sixty (60) days after such expulsion.  In case of ineligibility or the death of a member such payment shall be made to the member or his personal representative within two (2) years after his ineligibility or death.  Interst shall not in any case be paid upon the value of membership.  Any such termination of membership shall not release the member from the debts or liabilities of such member to the Cooperative.
  2. A membership may be transferred by the member to himself or herself and his or her spouse, as the case may be, jointly upon the written request of such member and compliance by such husband and wife jointly with the provisions of subdivisions (b) and (c) of Section 1 of this article.  Such transfer shall be made and recorded on the books of the Cooperative and such joint membership noted on the original certificate representing the membership so transferred.
  3. When a membership is held jointly by a husband and wife, upon the death of either such membership shall be deemed to be held solely by the survivor with the same effect as though such membership had been originally issued solely to him or her, as the case may be, and the joint membership certificate may be reissued to and in the name of such survivor; provided, however, that the estate of the deceased shall not be released from any membership debts or liabilities to the Cooperative.
  4. In the event of the termination of membership by death, cessation of existence, expulsion or withdrawal of membership, a statement shall be mailed by the Cooperative to such member at his last known address setting forth the amount of any and all obligations of such member due the Cooperative, and under what condition refund of membership fee may be made, and that in event such member fails to satisfy all his obligations due said Cooperative, the Board of Directors may at any meeting of said Directors thereafter authorized the transfer of the membership fee or so much thereof as may be needed to satisfy the obligations due from said member, the balance, if any shall be refunded to such member in compliance with paragraph (a) of this Section 7, Article I of said By-Laws.

 

Section 8.  Removal of Directors and Officers.  Any member may bring charges against an officer of director by filing them in writing with the Secretary, together with a petition signed by ten per centum (10%) of the members, requesting the removal of the officer or director in question.  The removal shall be voted upon at the next regular or special meeting of the members and any vacancy created by such removal may be filled by the members at such meeting.  The director or officer against whom charges previous to the meeting to be heard in person or by counsel and to present evidence; and the person or persons bringing the charges against him shall have the same opportunity.

 

ARTICLE II

 

Meeting of Members

 

Section 1.  Annual Meeting.  The first regular meeting of the members shall be held on a date specified in the articles of incorporation of the Cooperative and thereafter the annual meeting of the members shall be held on a date selected by the Board of Directors and which date shall be within the first 120 days of each year, beginning with the year 1997, at such place in Sibley, in the County of Osceola, State of Iowa, as shall be designated in the notice of the meeting for the purpose of electing directors, passing upon reports covering the previous fiscal year and transacting such other business as may come before the meeting.  If the election of directors shall not be held on the day designated herein for any annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the members as soon thereafter as conveniently may be.  Failure to hold the annual meeting at the designated time shall not work a forfeiture or dissolution of the Cooperative.

 

Section 2. Special Meetings.  Special meetings of the members may be called by at least three (3) directors or upon a written request signed by at least ten per centum (10%) of all the members and it shall thereupon be the duty of the Secretary to cause notice of such meeting to be given as thereinafter provided.  Special meetings of the members may be held at any place within the County of Osceola in the State of Iowa specified in the notice of the special meeting.

 

Section 3.  Notice of the Members Meetings.  In the case of a joint membership notice given to either the husband or wife shall be deemed notice to both joint members.  Written or printed notice stating the place day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called shall be delivered at least ten (10) but not more that fourteen (14) days before the date of the meeting, either personally or by mail, by or at the direction of the Secretary, or by the persons calling the meeting to each member.  If mailed, 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.  The failure of any member to receive notice of an annual or special meeting of the members, shall not invalidate any action which may be taken by the members at any such meeting.

 

Section 4.  Quorum. 

  1. The quorum for a members’ meeting to transact business shall be by any of the following
  1. Ten percent of the total members of the cooperative if five hundred or less members
  2. Fifty members for the cooperative if more than five hundred members.
  1. Quorum for voting by mail.  In determining a quorum at a meeting, on a question submitted to a vote by mail, members present in person or represented by mail vote shall be counted.
  2. In case of a joint membership, husband and wife shall be counted as one member.

 

Section 5.  Voting.  Each member shall be entitled to one (1) vote and no more upon each matter submitted to a vote at a meeting of the members.  At all meetings of the members at which a quorum is present, all questions shall be decided by a vote of a majority of the members voting thereon at such meetings in person or by mail, except as otherwise provided by law, the articles of incorporations of the Cooperative, or these by-laws.  If a husband and wife hold a joint membership they shall jointly be entitled to one (1) vote and no more upon each matter submitted to a vote at a meeting of the members.

 

Section 6.  Voting by Mail.  Any member who is absent from any annual or special meeting of the members may vote by mail upon any motion or resolution to be acted upon at any such meeting with respect to an amendment to the articles of incorporation or the by-laws, or any action submitted pursuant to a resolution adopted by the Board of Directors or by petition of not less than then per centum (10%) of the members.  The Secretary shall enclose with the notice of such meeting an exact copy of such motion or resolution to be acted upon and such absent member shall express his vote thereon by writing “yes” “no” on each such motion or resolution in the space provided therefore and enclose each copy so marked in a sealed envelope bearing his name and addressed to the Secretary.  When such written vote so enclosed is received by mail from any absent member at such meeting.  Any member who is absent from any meeting provided for in Section 1 of Article II for the election of directors may also vote by mail in the election of directors by ballot as hereinafter provided in these by-laws.  If a husband and wife hold a joint membership and are absent from any annual or special meeting of the members they shall jointly be entitled to vote by mail as provided in this section.  The failure of any such absent member to receive a copy of any such motion or resolution or ballot shall not invalidate any action which may be taken by the members at any such meeting.

 

Section 7.  Order of Business.  The order of business at the annual meeting of the members, and so far as possible at all other meetings of the members, shall be essentially as follows:

        1. Call of the roll.
  2. Reading of the notice of the meeting and proof of the due publication or mailing thereof, or the waiver or waivers of notice of the meeting, as the case may be.
  3. Reading of unapproved minutes of previous meetings of the members and the taking of necessary action thereon.
  4. Presentation and consideration of, and acting upon, reports of officers, directors and committees.
  5. Election of directors.
  6. New business.
  7. Adjournments.

 

ARTICLE III

 

Directors

 

Section 1.  General Powers.  The business and affairs of the Cooperative shall be managed by the board of seven (7) directors which shall exercise all of the powers of the Cooperative except such as are by law or by the articles of incorporation of the Cooperative or by these by-laws conferred upon or reserved to the members.

 

Section 2.  Qualifications and Tenure.  At the first regular annual meeting to be held on the date specified in Article VIII of the articles of incorporation of the Cooperative, directors shall be elected by and from the members to serve until the next succeeding regular annual meeting of the members as fixed in these by-laws and until their successors shall have been elected and shall have qualified.  At the regular annual meeting of the members beginning with the year 1949 there shall be elected seven (7) directors, two of which directors thus elected shall serve for terms of three years; two of which directors thus elected shall serve for a term of two years, and three of said directors thus elected shall serve for a term of one year; the two directors receiving the highest number of votes at said annual meeting shall be deemed to have been elected for a term of three years; the two directors receiving the next highest number of votes shall be deemed to have been elected for a term of two years; and the three directors receiving the next highest number of votes shall be deemed elected for a term of one year.  At the annual meeting in March, 1950, three directors shall be elected for a term of three years; at the annual meeting in March, 1951, two directors shall be elected for a term of three years; at the annual meeting in March, 1952, two directors shall be elected for a term of three years, and at each annual meeting thereafter the directors to be elected as herein provided shall be elected for a term of three years.  Directors shall be elected by ballot, by and from the members to serve until the next annual meeting of the members or until their successors shall have been elected and shall have qualified, subject to the provisions of these by-laws with respect to the removal to the provisions of these by-laws with respect to the removal of directors. No member shall be eligible to become or remain a director or to hold any position of trust in the Cooperative who is not a bona fide resident in the area served by the Cooperative, or who is in any way employed by or financially interested in a competing enterprise of a business selling electric energy or supplies to the Cooperative, or a business primarily engaged in selling electrical or plumbing appliances, fixtures or supplies to the members of the Cooperative, or no member shall be eligible to remain as Director in the event they have not complied with current education and training policies of the Cooperative and no person shall take or hold office as a director who is the incumbent of or candidate for an elective public office in connection with which a salary is paid.  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 hereinabove set forth.  Nothing in this section contained 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.

 

Section 3.  Nominations.  It shall be the duty of the board of directors to appoint, not less than thirty (30) days nor more than one hundred (100) days before the date of the meeting of the members at which directors are to be elected, a committee on nominations consisting of not less than five (5) nor more than eleven (11) members of the Cooperative who shall be selected so as to give equitable representation on the committee to the geographical areas served or to be served by the Cooperative.  No office or member of the Board of Directors shall be appointed a member of such committee.  The committee shall prepare and post at the principal office of the Cooperative at least thirty-two (32) days before the meeting a list of nominations for directors, but any fifteen (15) or more members may make other nominations in writing over their signatures not less than twenty-five (25) 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.  A ballot marked “Ballot for Directors” containing the names of all the nominees, as posted, stating the residence of each, shall be mailed with the notice of the meeting.  The Secretary shall also 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 committee on nominations and the nominations made by petition.  Such statement of the Secretary shall also inform the members of the manner in which they may vote by mail for directors as provided in this section.  Any member who is absent from any such meeting may vote by mail for directors by marking on the ballot an “X” opposite the names of the number of candidates equal to the number of directors to be elected and enclosing the ballot in a sealed envelope bearing his name addressed to the Secretary.  When such ballot so enclosed is received by mail from any absent member it shall be accepted and counted as a vote for directors by ballot of such absent members at such meeting.  The members may, at any meeting at which a director or directors shall be removed, as hereinbefore provided, elect a successor or successors thereto without compliance with the foregoing provisions with respect to nominations.  If a husband and wife hold a joint membership and are absent from any such meeting they may vote by mail for directors by jointly marking an enclosing the ballot hereinabove provided for.  Notwithstanding anything in this section contained, 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.  Vacancies.  Subject to the provisions of these by-laws with respect to the removal of directors, vacancies occurring in the Board of Directors shall be filled by a majority vote of the remaining directors and directors thus elected shall serve until the next annual meeting of the members or until their successors shall have been elected and shall have qualified.

 

Section 5.  Compensation.  Directors as such shall not receive any salary for their services, but by resolution of the Board of Directors a fixed sum and expenses of attendance, if an, may be allowed for attendance at each meeting of the Board of Directors, committee or other activity on behalf of the Cooperative as may be authorized by the Board of Directors or membership.  Except in emergencies, no director shall receive compensation for serving the Cooperative in any other capacity, nor shall any close relative of a director receive compensation for serving the Cooperative, unless such compensation shall be specifically authorized by a vote of members.

 

 

Section 6.  Rules and Regulations.  The Board of Directors shall have power to make and adopt such rules and regulations, not inconsistent with law, the articles of incorporation of the Cooperative or these by-laws, as it may deem advisable for the management, administration and regulation of the business and affairs of the Cooperative.

 

Section 7.  Accounting System and Reports.  The Board of Directors shall cause to be established and maintained a complete accounting system, which, among other things, subject to applicable laws and rules and regulations of any regulatory body, shall conform to such accounting system as may from time to time be designated by the Administrator of Rural Electrification Administration of the United States of America.  All accounts of the Cooperative shall be examined by a committee of the board of directors which shall render reports to the board of directors at least four (4) times a year at regular meetings of the board of directors.  The board of directors also after the close of each fiscal year shall cause to be made a full complete audit of the accounts, books and financial condition of the Cooperative as of the end of such fiscal year.  Such audit reports shall be submitted to the members at the following annual meeting.

 

Section 8.  Change in Rates.  Written notice shall be given to the Administrator of the Rural Electrification Administration of United States of America not less than ninety (90) days prior to the date upon which any proposed change in the rates charged by the Cooperative for electric energy becomes effective.

 

ARTICLE IV

 

Meeting of Directors

 

Section 1.  Regular Meetings.  A regular meeting of the Board of Directors shall be held without notice other than this by-law, immediately after, and at the same place as, the annual meeting of the members.  A regular meeting of the Board of Directors shall also be held monthly at such time and place in Osceola County, State of Iowa, as the Board of Directors may provide by resolution.  Such regular monthly meetings may be held without notice other than such resolution fixing the time and place thereof.

 

Section 2.  Special Meetings.  Special meetings of the Board of Directors may be called by the President or any three (3) directors.  The person or persons authorized to call special meetings of the Board of Directors may fix the time and place (which shall be in Osceola County, State of Iowa) for the holding of any special meeting of the Board of Directors called by them.

 

Section 3.  Notice.  Notice of the time, place and purpose of any special meeting of the Board of Directors shall be given at least five (5) days previous thereto, by written notice, delivered personally or mailed, to each director at his last known address.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid.  The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except in case a director shall attend a meeting for the express purpose of objecting to the transaction of any business because the meeting shall not have been lawfully called or convened.

 

Section 4.  Quorum.  A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, provided, that if less than a majority of the directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

 

Section 5.  Manner of Acting.  The act of majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

 

 

 

 

 

 

ARTICLE V

 

Officers

 

Section 1. Number.  The officers of the Cooperative shall be a President, Vice-President, Secretary, Treasure, and such other officers as may be determined by the Board of Directors from time to time.  The Offices of Secretary and of Treasurer may be held by the same person.

 

 

Section 2.  Election and Term of Office.  The officers shall be elected by ballot, annually by and from the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the members.  If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be.  Each officer shall hold office until the first meeting of the Board of Directors following the next succeeding annual meeting of the members or until his successor shall have been duly elected and shall have qualified, subject to the provisions of these by-laws with respect to the removal of officers and subject to Section 8.1 which provides for an Executive Vice President.

 

Section 3.  Removal.  Any officer or agent elected or appointed by the Board of Directors may removed by the Board of Directors whenever in its judgment the best interest of the Cooperative will be served thereby.

 

Section 4.  Vacancies.  Except as otherwise provided in these by-laws, a vacancy in any office may be filled by the Board of Directors for the unexpired portion of the term.

 

Section 5.  President.  The President:

  1. Shall be the principal executive officer of the Cooperative and shall preside at all meetings of the members and of the Board of Directors;
  2. Shall sign, with the Secretary, certificates of membership, the issue of which shall have been authorized by resolution of the Board of Directors, and may sign any deeds, mortgages, deeds of trust, notes, bonds, contracts or other instruments authorized by the Board of Directors to be executed, except in case in which the signing and executing thereof shall be expressly delegated by the Board of Directors or by these by-laws 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 shall 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.  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 7.  Secretary.  The Secretary shall:

  1. Keep the minutes of meetings of the members and 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 by-laws 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 certificates of membership prior to the issue thereof and 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 by-laws;
  4. Keep a register of the post office address of each member which shall be furnished to the Secretary by such member;
  5. Sign with the President certificates of memberships, the issue of which shall have been authorized by resolution of the Board of Directors;
  6. Have general charge of the books of the Cooperative in which a record of the members is kept;
  7. Keep on file at all times a complete copy of the by-laws of the Cooperative containing all amendments thereto, which copy shall always be open to the inspection of any member, and at the expense of the Cooperative forward a copy of the by-laws and of all amendments thereto to each member; and
  8. 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.

 

Section 8.  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 all such monies in the name of the Cooperative in such bank or banks as shall be selected in accordance with the provisions of these by-laws; 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.

 

Section 8.1.  Executive Vice-President.  The Executive Vice-President shall:

  1. Be appointed by the Board of Directors, but not necessarily be from the Board of Directors;
  2. Function only as director on the WISCO Board of Directors to facilitate membership of this cooperative in the WISCO corporation.

 

Section 9.  Manager.  The Board of Directors may appoint a manager who may be, but shall not be required to be, a member of the Cooperative.  The manager shall perform such duties as the Board of Directors may from time to time require of him and shall have such authority as the Board of Directors may from time to time vest in him.

 

 

 

Section 10.  Bonds of Officers.  The Board of Directors shall require the treasurer or any other officer 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 the Board of Directors shall determine.  The Board of Directors in its discretion may also require any other officer, agent to employee of the Cooperative to give bond in such amount and with such surety as it shall determine.

 

Section 11.  Compensation.  The compensation, if any, of any officer, agent or employee who is also a director or close relative of a director, shall be determined by the members, as provided elsewhere in these by-laws, and the power, duties and compensation of any other officers, agents and employees shall be fixed by the Board of Directors.

 

Section 12.  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.

 

ARTICLE VI

 

Contracts, Checks and Deposits

 

Section 1.  Contracts.  Except as otherwise provided in these by-laws, the Board of Directors may authorize any officer or officers, agent or agents 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 confirmed to specific instances.

 

Section 2.  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 by such officer or officers of the Cooperative and in such manner as shall from time to time be determined by resolution of the Board of Directors.

 

Section 3.  Deposits.  All funds of the Cooperative shall be deposited from time to time to the credit of the Cooperative in such bank or banks as the Board of Directors may select.

 

ARTICLE VII

 

Membership Certificates

 

Section 1.  Certificates of Membership.  Membership in the Cooperative shall 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 articles of incorporation of the Cooperative or these by-laws.  Such certificate shall be signed by President and by Secretary of the Cooperative and the corporate seal shall be affixed thereto.

 

Section 2.  Issue of Membership Certificates.  No membership certificates shall be issued for less than the membership fee fixed in these by-laws, nor until such membership fee has been fully paid for in cash, and such payment has been deposited with the Treasurer.

 

Section 3.  Lost Certificate.  In case of a lost, destroyed or mutilated certificate, a new certificate may be issued therefore upon such terms and such indemnity to the Cooperative as the Board of Directors may prescribe.

 

ARTICLES VIII

 

Revenues and Receipts

 

Section 1.  Disposition of Revenues and Receipts.  No dividends shall be paid upon memberships in the Cooperative.  Subject to the provisions of any mortgage or deed of trust given or assumed by the Cooperative, the Board of Directors shall, after the expiration of each fiscal year and after paying or making provisions for the payment of all obligations and expenses of the Cooperative properly chargeable against its revenue and receipts for such fiscal year, apply the unexpended revenues and receipts for such fiscal year in the following manner:

  1. To provide a reasonable reserve for maintenance, depreciation, obsolescence, bad debts or contingent losses or expenses;
  2. At least ten per centum (10%) of the remaining earnings must be added to statutory surplus until statutory surplus equals either thirty per centum (30%) of the total of all capital paid in for stock or memberships, plus all unpaid patronage dividends, plus certificates of indebtedness payable upon liquidation, earnings from non-members business, and earnings arising from the earnings of other Cooperative organizations of which the association is a member, or one thousand dollars ($1,000) whichever is greater.  No addition shall be made to statutory surplus when it exceeds either fifty per centum (50%) of the total of one thousand dollars ($1,000) whichever is greater;
  3. Not less than one per centum (1%) nor more than five per centum (5%) of such earnings in excess of reserves may be placed in an educational fund, to be used as the directors deem suitable for teaching or promoting cooperation and the effective use of electricity; and
  4. Not less than 1 per centum (1%) nor more than eight and a half per centum (8.5%) of such earnings in the excess of reserves may be placed in a contingency surplus to be used as the directors deem suitable for storm repairs to distribution lines and secondary services; and
  5. The directors shall determine the percentage or the amount of said allocation that currently shall be paid in cash, provided that so long as there are unpaid deferred patronage dividends for prior years, the amount currently payable in cash shall not exceed twenty per centum (20%) of said allocation.  All said remaining allocation not so paid in cash shall be transferred to a revolving fund and credited to said members and subscribers.

 

 

Section 2.  Membership Control Over Disposition of Revenues and Receipts.  The members may, at any meeting, control the amount to be allocated to surplus or educational fund within the limits specified in these by-laws.

 

Section 3.  Revolving Fund.  The directors may use the revolving fund to pay the obligations or add to the capital of the Cooperative.  In such event the deferred patronage dividends credited to members shall constitute a charge upon the revolving fund and future additions thereto, and on the corporate assets subordinate to creditors then or thereafter existing.  Deferred patronage dividends for any year shall have priority over those for any subsequent year, except that the directors may, at their discretion, pay deferred patronage dividends of deceased natural persons who were members without reference to the order of priority herein prescribed, and except as provided in the Articles of Incorporation.

 

Section 4. Preferred Patronage Certificates.  The Cooperative may issue certificates for deferred patronage refunds, but such certificates shall be non-transferable except to a person eligible to, and accepted for, membership who becomes the owner or operator of the real property formerly owned or operated by a member and served by the Cooperative.

 

Section 5.  Maturity of Deferred Patronage Refund Certificates.  Credits or certificates referred to in these by-laws shall not mature until the dissolution or liquidation of the Cooperative, but shall be callable by the Cooperative at any time in the order of priority specified in the articles of incorporation of the Cooperative.

 

ARTICLE IX

 

Waiver of Notice

 

Any member or director may waive, in writing, any notice of meetings required to be given by these by-laws. 

In case of a joint membership a waiver of notice signed by either husband or wife shall be deemed a waiver of notice of such meeting by both joint members.

 

ARTICLE X

 

Disposition of Property

 

Section 1.  The Cooperative may not sell, mortgage, lease or otherwise dispose of or encumber any of its property other than:

  1. Property which in the judgment of the Board of Directors neither is nor will be necessary or useful in operating and maintaining the Cooperative system and facilities; provided, however, that all sales of such property shall not in any one (1) year exceed in value ten per centum (10%) of the value of all of the property of the Cooperative;
  2. Services of all kinds, including electric energy; and
  3. Personal property acquired for resale, unless such sale, mortgage, lease, or other disposition or encumbrance is authorized at a meeting of the members by the affirmative vote of at least two-thirds (2/3) of the members voting thereon at such meeting in person or by mail, and the notice of such proposed sale, mortgage, lease or other disposition or encumbrance shall have been contained in the notice of the meeting; provided, however, that notwithstanding anything herein contained, the Board of Directors, without authorization by the members, shall have full power and authority to borrow money from the United States of America, Reconstruction Finance Corporation, or any agency or instrumentality thereof, and any national financing institution, including National Rural Utilities Cooperative Financing Corporation, organized on a cooperative plan for the purpose of financing its members’ programs, projects and undertaking, in which the Cooperative holds membership, and in connection with such borrowing to authorize the making and issuance of bonds, notes or other evidences of indebtedness and, to secure the payment thereof, to authorize the execution and delivery of a mortgage or mortgages, or a 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.

 

Section 2.  A sale, lease, exchange or other disposition of all or substantially all of the property and assets of the Cooperative, with or without the good will, if not made in the usual and regular course of business, may be made upon terms and conditions and for such consideration which may consist in whole or in part of money or property, real or personal, including shares of any other Cooperative Association organized under the statutes of the State of Iowa, as long as such sale, lease, or exchange or other disposition is authorized in the following manner:

  1. The Board of Directors of the Cooperative shall adopt a resolution recommending the sale, lease, exchange, or other disposition and directing the submission thereof to a vote at a meeting of the membership, which may be either an annual or special meeting.
  2. Written or printed notice of the proposal shall be given to each member of record entitled to vote at the meeting within the time and in the manner provided by these Articles of Incorporation for the giving of notice of meetings of members and whether the meeting be an annual or special meeting shall state that the purpose, or one of the purposes of the meeting is to consider the proposed sale, lease, exchange or other disposition of substantially all of the property and assets of this Cooperative.
  3. At the meeting, the membership may authorize the sale, lease, exchange or other disposition and may fix, or may authorize the Board of Directors to fix, any and all of the terms and conditions thereof and the consideration to be received by this Cooperative.  Such authorization shall be approved if two-thirds (2/3) of the members vote affirmatively on a ballot on which a majority of all voting members of the Cooperative participate.
  4. After the Authorization by the vote of members, the Board of Directors of the Cooperative may nevertheless in its discretion abandon the sale, lease, exchange or other disposition of assets, subject to the rights of third parties under any contract relating thereto without further action or approval by the members.

 

ARTICLE XI

 

Fiscal Year

 

The fiscal year of the Cooperative shall begin on the first day of January of each year and end on the thirty-first day of December of the same year.

 

ARTICLE XII

 

 

Seal

 

The corporate seal of the Cooperative shall be in the form of a circle and shall have inserted thereon the name of the Cooperative and the words “Corporate Seal, Iowa.”

 

ARTICLE XIII

 

These By-laws may be altered, amended or repealed by a vote of the seventy-five percent (75%) of the Board of Directors at any regular or special meeting of the Board of Directors, provided that, notice of such meeting shall have contained a copy of the proposed alteration, amendment or repeal, such action shall remain in force until altered, amended, by the Board of Directors from time to time, or repealed by vote of seventy-five percent (75%) of the members present or represented, having voting privileges, at any annual meeting or special meeting of the membership.