Coop Bylaws

           


The Bylaws of Fox Islands Electric Cooperative Incorporated
    ~  Founded 1974, Bylaws Adopted January, 1975  ~

    Amended
    July 25, 1977
    July 28, 1980
    July 23, 1990
    July 27, 1992
    July 26, 1993
    July 24, 2000
    July 22, 2002
    July 25, 2016
It shall be the aim of FOX ISLANDS ELECTRIC COOPERATIVE, INC. to make
electric energy distribution available to its members at the lowest cost
consistent with sound economy and good management.


TABLE  OF  CONTENTS
Article I.      Membership
Article II.     Meeting & Liabilities of Members
Article III.    Meetings of Members
Article IV.     Board Members
Article V.      Meetings of Board
Article VI.     Officers
Article VII.    Non-Profit
Article VIII.   Disposition of Property
Article IX.     Seal
Article X.      Financial Transactions
Article XI.     Miscellaneous
Article XII.    Amendments





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Article I:  Membership
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Section 1. Requirements for Membership.
Any person, firm, association, corporation, or body politic or subdivision thereof shall become a member of FOX ISLANDS ELECTRIC COOPERATIVE, INC. (hereinafter called the "Cooperative") upon receipt of electric energy distribution service or other services furnished by the Cooperative or an affiliate of the Cooperative, provided that the applicant has first

    (a) Made a written application for membership therein:

    (b) Agreed to purchase from the Cooperative electric energy distribution or other services furnished by the Cooperative or an affiliate of the Cooperative as hereinafter specified:

    (c) 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;

    (d) Paid the membership fee hereinafter specified.

No member may hold more than one membership in the Cooperative, and no membership in the Cooperative shall be transferable, except as provided in these Bylaws. A Member's membership shall be considered to have commenced on the earlier of date that the Member actually began taking service or the date that the Member made a written application for membership.

Section 2. Membership Certificates.
Membership in the Cooperative shall be evidenced by a membership certificate which shall be in such form and shall contain such provisions as shall be determined by the board. Such certificates shall be signed by the President and by the Secretary of the Cooperative and the corporate seal shall be affixed thereto. No membership certificate shall be issued for less than the membership fee fixed in these bylaws, nor until such membership fee has been fully paid for. In case a certificate is Lost, destroyed or mutilated a new certificate may be issued therefor upon such uniform terms and indemnity to the Cooperative as the board may prescribe.

Section 3. Joint Membership.
A husband and wife, using the same or different last names, may apply for a joint membership and, subject to their compliance with the requirements set forth in Section I of this Article, may be accepted for such membership. The term 'member as used in these bylaws shall be deemed to include a husband and wife holding a joint membership and any provisions relating to the rights and liabilities of membership shall apply equally with respect to the holders of a joint membership. Without limiting the generality of the foregoing, the effect of the hereinafter specified actions by or in respect of the holders of a joint membership shall be as follows:

    (a) The presence at a meeting of either or both shall be regarded as the presence of one member and shall constitute a joint waiver of notice of the meeting;

    (b) The vote of either separately or both jointly shall constitute one joint vote;

    (c) A waiver of notice signed by either or both shall constitute a joint waiver,

    (d) Notice to either shalt constitute notice to both;

    (e) Expulsion of either shall terminate the joint membership;

    (f) Withdrawal of either shall terminate the joint membership;

    (g) Divorce shall terminate a joint membership;

    (h) Either but not both may be elected or appointed as an officer or board member, provided that both meet the qualifications for such office.

Section 4. Conversion of Membership.

    (a) A membership may be converted to a joint membership upon the written request of the holder thereof and the agreement by such holder and his or her spouse to comply with the articles of incorporation, bylaws and rules and regulations adopted by the board.

    (b) Upon the death of either spouse who is a party to the joint membership, such membership shall be held solely by the survivor.

    (c) When a joint membership is terminated by divorce the reassignment of Patronage Capital Credits and return of membership fee shall be on an equal basis to each party previously holding the joint membership.

Section 5. Membership Fees.
The membership fee shall be fifteen dollars.

Section 6. Purchase of Electrical Energy Distribution Service.
Each member shall, as soon as electric energy distribution service shall be available, purchase from the Cooperative all electric energy distribution purchased for use on the premises specified in his application for membership, and shall pay therefor at rates which shall be from time to time fixed by the board. Production or use of electric energy distribution on such premises, regardless of the source thereof, by means of facilities which shall be interconnected with Cooperative facilities, shall be subject to appropriate regulations as shall be fixed from time to time by the Cooperative. It is expressly understood that amounts paid for electric energy distribution 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 a minimum amount regardless of the amount of electric energy distribution consumed, as shall be fixed by the board 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.

Section 7. Termination of Membership.

    (a) Any member may withdraw from Membership upon compliance with such uniform terms and conditions as the board may prescribe. The board may, by the affirmative vote of not less than two-thirds of all the members of the board, expel any member who fails to comply with any of the provisions of the articles of incorporation, bylaws, or rules or regulations adopted by the board, but only if such member shall have been given written notice by the Cooperative that such failure makes him liable to expulsion and such failure shall have continued for at least ten days after such notice was given. Any expelled member may be reinstated by vote of the board or by vote of the members at any annual or special meeting. The membership of a member who for a period of six (6) months after service is available to him, has not purchased electric energy distribution from the Cooperative, or of a member who has ceased to purchase energy distribution from the Cooperative, may be cancelled by resolution of the board.

    (b) Upon the withdrawal, death, cessation of existence or expulsion of a member the membership of such member shall thereupon terminate. Termination of membership in any manner shall not release a member or his estate from any debts due the Cooperative.

    (c) Annually, all accounts on the "worthless" list, as defined by the board of directors of the Cooperative from time to time, shall be terminated and action taken as described in (d) below.

    (d) In case of withdrawal or termination of membership in any manner, the Cooperative shall repay to the member the amount of the membership fee paid by him, provided, however, that the Cooperative shall deduct from the amount of the membership fee the amount of any debts or obligations owed by the member to the Cooperative, and provided further, however, that the Cooperative shall deduct from the capital assigned account of the member/nonmember on the "worthless' list, as defined by the board of directors of the Cooperative from time to time, any debts or obligations owed the Cooperative.




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Article II:  Meeting & Liabilities of Members
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Section 1. Property Interest of Members.
Upon dissolution, after:

    (a) All debts and liabilities of the Cooperative shall have been paid, and

    (b) All capital furnished through patronage shall have been retired as provided in these bylaws, the remaining property and assets of the Cooperative shall be distributed among the members and former members in the proportion which the aggregate patronage of each bears to the total patronage of all members during the seven years next preceding the date of the filing of the certificates of dissolution, or, if the Cooperative shall not have been in existence for such period, during the period of its existence.

Section 2. Non-liability for Debts of the Cooperative.
The private property of the members shall be exempt from execution or other liability for the debts of the Cooperative and no member shall be liable or responsible for any debts or liabilities of the Cooperative.




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Article III:  Meetings of Members
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Section 1. Annual Meeting.
The annual meeting of the members shall be held the fourth Monday of July of each year beginning with the year 1975 at Vinalhaven or North Haven, as selected by the board and which shall be designated in the notice of the meeting, for the purpose of electing board members, passing upon reports for the previous fiscal year and transacting such other business as may come before the meeting. It shall be the responsibility of the board to make adequate plans and preparations for the annual meeting. 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 resolution of the board, or upon a written request signed by any three board members, by the President, or by tern per centum or more of the all the members, and it shall thereupon be the duty of the Secretary to cause notice of such meeting to be given as hereinafter provided. Special meetings of the members may be held at Vinalhaven or North Haven as designated by the board and shall be specified in the notice of the special meeting.

Section 3. Notice of Members' Meetings.
Written or printed notice stating the place, day and hour of the meeting and, in case of a special meeting or an annual meeting at which business requiring special notices to be transacted, the purpose or purposes for which the meeting is called, or a change in the order of business, shall be delivered not less than ten days nor more than twenty-five days before the date of the meeting, either personally or by mail, by or at the direction of the Secretary or upon a default in duty by the Secretary, 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 annual or special meeting of the members shall not invalidate any actions which may be taken by the members at any such meeting.

Section 4. Quorum.
Fifty members, present in person, shall constitute a quorum. If less than a quorum is present at any meeting, a majority of those present in person may adjourn the meeting from time to time without further notice. The minutes of each meeting shall contain a list of the members present in person.

Section 5. Voting.
Each member shall be entitled to only one vote upon each matter submitted to a vote at a meeting of the members. All questions shall be decided by a vote of a majority of the members voting thereon in person except as otherwise provided by law, the articles of incorporation or these bylaws.

Section 6.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, except as otherwise stated in the notice of the meeting as directed in Article III, Section 3, or as otherwise determined by the members at such meeting.

    (a) Report on the number of members present in person in order to determine the existence of a quorum.

    (b) 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.

    (c) Balloting for election of board members.

    (d) Reading of unapproved minutes of previous meetings of the members and the taking of necessary action thereon.

    (e) Presentation and consideration of reports of officers, trustees and committees.

    (f) Unfinished business.

    (g) New business,

    (h) Special program.

    (i) Report of balloting.

    (k) Adjournment.

Section 7.Proxies.
At all meeting of members, a member may vote by proxy executed in writing by the member. Such proxy shall be filed with the Secretary before or at the time of the meeting. No Proxy shall be voted at any meeting of the members unless it shall designate the particular meeting at which it is to be voted, and no proxy shall be voted at any meeting other than the one so designated or any adjournment of such meeting. No member shall vote as proxy for more than three (3) members at any meeting of the members except where such person is exercising a proxy in connection with the borrowing of funds or in connection with an amendment to the articles of incorporation of the Cooperative. No proxy shall be valid after sixty (60) days from the date of its execution. The presence of a member at a meeting of the members shall revoke a proxy theretofore executed by him and such member shall be entitled to vote at such meeting in the same manner and with the same effect as if he had not executed a proxy. In case of a joint membership, a proxy may be executed by either husband or wife. The presence of either husband or wife at a meeting of the members shall revoke a proxy theretofore executed by either of them and such joint member or members shall be entitled to vote at such meeting in the same manner and with the same effect as if a proxy had not been executed.




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Article IV:  Board Members
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Section 1. General Powers.
The business and affairs of the Cooperative shall be managed by a board of nine members 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. Election and Tenure of Office.

    (a) The persons named as board members in the articles of incorporation shall compose the board until the first annual meeting or until their successors shall have been elected and shall have qualified.

    (b) Commencing with the 1975 Annual Meeting Election of Trustees and thereafter there shall be six trustees from Vinalhaven and three from North Haven, all elected by secret ballot and to serve until their successors are elected and qualified.

    (c) At the Annual Meeting in the year 1975, three trustees representing Vinalhaven and two representing North Haven shall be elected for one year and the other three representing Vinalhaven and the other one representing North Haven shall be elected for two years. Succeeding trustees shall be elected for two year terms.

    (d) If an election of board members shall not be held on the day designated herein for the annual meeting, or at any adjournment thereof, a special meeting of the members shall be held for the purpose of electing board members within a reasonable time thereafter. Board members may be elected by a plurality vote of the members.

Section 3. Qualifications.
No person shall be eligible to become or remain a board member of the Cooperative who:

    (a) is not a member in the area served or to be served by the Cooperative, or

    (b) is in any way employed by or financially interested in a competing enterprise or a business selling electric energy distribution, or a business primarily engaged in selling electrical appliances, fixtures or supplies to the members of the Cooperative. Upon establishment of the fact that a board member is holding the office in violation of any of the foregoing provisions, the board shall remove such board member from office. Nothing contained in this section shall affect in any manner whatever the validity of any action taken at any meeting of the board.

Section 4. Nominations.
It shall be the duty of the board to appoint, not less than thirty days nor more than sixty days before the date of a meeting of the members at which board members are to be elected, a committee on nominations consisting of not less than 6 nor more than 9 members who shall be selected from different sections so as to insure equitable representation. No member of the board may serve on such committee. The committee, keeping in mind the principle of equitable representation, shall prepare and post at the principal office of the Cooperative at least twenty days before the meeting a list on nominations for board members which shall include at least two candidates for each board position to be filled by the election. The Secretary shall be responsible for mailing with the notice of the meeting or separately but at least ten days before the date of the meeting, a statement of the number of board members to be elected and the names and addresses of the candidates nominated by the committee on nominations. Any fifteen or more members acting together may make other nominations by petition and the Secretary shall post such nominations at the same place where the list of nominations made by the committee is posted. Nominations made by petition, if any, received at least twenty days before the meeting shall be included on the official ballot. Later nominations by petition shall be treated as nominations from the floor. The chairman shall call for additional nominations from the floor and nominations shall not be closed until at least one minute has passed during which no additional nomination has been made. No member may nominate more than one candidate.

Section 5. Removal of Board Member by Members.
Any member may bring charges against a board member and, by filing with the Secretary such charges in writing together with a petition signed by at least ten per centum of the members or 300, whichever is the lesser, may request the removal of such board member by reason thereof. Such board member shall be informed in writing of the charges at least ten days prior to the meeting of the members at which the charges are to be considered and shall have an opportunity at the meeting to be heard in person or by counsel and to present evidence in respect of the charges; and the person or persons bringing the charges against him shall have the same opportunity. The question of the removal of such board member shall be considered and voted upon at the meeting of the members and any vacancy created by such removal may be filled by vote of the members at such meeting without compliance with the foregoing provisions with respect to nominations.

Section 6. Vacancies.
Subject to the provisions of these bylaws with respect to the filling of vacancies caused by the removal of board members by the members, or by the death or resignation of a board member, a vacancy occurring in the board shall be filled by the affirmative vote of a majority of the remaining board members for the unexpired portion of the term.

Section 7. Compensation.
Board members shall not receive any salary for their services as such, except that members of the Cooperative may by resolution authorize a fixed sum for each day or portion thereof spent on Cooperative business, such as attendance at meetings, conferences, and training programs or performing committee assignments when authorized by the board, said fixed sum to be initially ten dollars a meeting. If authorized by the board, board members may also be reimbursed for expenses actually and necessarily incurred in carrying out such Cooperative business or granted a reasonable per diem allowance by the board in lieu of detailed accounting for some of these expenses.

Section 8. Pursuant to the terms, conditions and limitation of Title 13-B: MAINE NONPROFIT CORPORATION ACT M.R.S.A. S719.
The Cooperative shall indemnify its directors and officers who become parties or are threatened to become parties in any action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that he or she is or was a director or officer of the Cooperative. The indemnification shall extend to all reasonable expenses, including judgments, attorney's fees, fines and amounts paid in settlement actually and reasonably incurred.




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Article V:  Meetings of Board
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Section 1. Regular Meetings.
A regular meeting of the board shall be held without notice, immediately after, and at the same place as, the annual meeting of the members. A regular meeting of the board shall also be held monthly at such time and place within Vinalhaven or North Haven as designated by the board. Such regular monthly meeting may be held without notice other than such resolution fixing the time and place thereof.

Section 2. Special Meeting.
Special meetings of the board may be called by the President or by any three board members, and it shall thereupon be the duty of the Secretary to cause notice of such meeting to be given as hereinafter provided. The President or board members calling the meeting shall fix the time and place for the holding of the meeting.

Section 3. Notice of Special Board Meetings.
Written notice of the time, place and purpose of any special meeting of the board shall be delivered to each board member either personally or by mail, by or at the direction of the Secretary, or upon a default in duty by the Secretary, by the President or the board members calling the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail addressed to the board member at his address as it appears on the records of the Cooperative, with postage thereon prepaid, at least five days before the date set for the meeting.

Section 4. Quorum.
A majority of the board shall constitute a quorum, provided, that if less than such majority of the board is present at said meeting, a majority of the board present may adjourn the meeting from time to time; and provided further, that the Secretary shall notify any absent board members of the time and place of such adjourned meeting. The act of a majority of the board members present at a meeting at which a quorum is present shall be the act of the board, except as otherwise provided in these bylaws.




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Article VI:  Offices
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Section 1. Number.
The officers of the Cooperative shall be a President, Vice President, Secretary, Treasurer, and such other officers as may be determined by the board from time to time. The offices of Secretary and 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 at the meeting of the board held immediately after the 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 following the next succeeding annual meeting of the members or until his successor shall have qualified. A vacancy in any office shall be filled by the board for the unexpired portion of the term,

Section 3. Removal of Officers and Agents by the Board.
Any officer or agent elected or appointed by the board may be removed by the board whenever in its judgment the best interests of the Cooperative will be served thereby. In addition, any member of the Cooperative may bring charges against an officer, and by filing with the Secretary such charges in writing together with a petition signed by ten per centum of the members or 300, whichever is the lesser, may request the removal of such officer. The officer against whom such charges have been brought shall be informed in writing of the charges at least ten days prior to the board meeting at which the charges are to be considered and shall have an opportunity at the meeting to be heard in person or by counsel and to present evidence in respect of the charges; and the person or persons bringing the charges against him shall the same opportunity. In the event the board does not remove such officer, the question of his removal shall be considered and voted upon at the next meeting of the members.

Section 4. President.
The President shall:

    (a) be the principal executive officer of the Cooperative and, unless otherwise determined by the members of the board, shall preside at all meetings of the members and the board;

    (b) sign, with the Secretary, certificates of membership, the issue of which shall have been authorized by the board or the members, and may sign any deeds. mortgages, deeds of trust, notes, bonds, contracts or other instruments authorized by the board to be executed, except in cases in which the signing and execution thereof shall be expressly delegated by the board 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

    (c) in general perform all duties incident to the office of President and such other duties as may be prescribed by the board from time to time.

Section 5. 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. The Vice President shall also perform such other duties as from time to time may be assigned to him by the board.

Section 6. Secretary.
The Secretary shall be responsible for

    (a) keeping the minutes of the meetings of the members of the board in books provided for that purpose;

    (b) seeing that all notices are duly given in accordance with these bylaws or as required by law;

    (c) the safekeeping of the corporate books and records and the seal of the Cooperative and affixing the seal of the Cooperative 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 bylaws;

    (d) keeping a register of the names and post office addresses of all members;

    (e) signing, with the President. certificates of membership, the issue of which shall have been authorized by the board or the members;

    (f) keeping on file at all times a complete copy of the articles of incorporation and bylaws 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, furnishing a copy of the bylaws and of all amendments thereto any member upon request; and

    (g) in general performing 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.

    (h) Associate Secretary - The Associate Secretary shall perform the duties of Secretary at such times as the Secretary is unable to do so.

Section 7. Treasurer.
The Treasurer shall be responsible for:

    (a) custody of all fund and securities of the Cooperative;

    (b) the receipt of and the issuance of receipts for all monies due and payable to the Cooperative and for the deposit of 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 bylaws; and

    (c) the general performance of 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.

Section 8. Manager.
The Board may appoint a manager who may be, but who shall not be required to be, a member of the Cooperative. The manager shall perform such duties and shall exercise such authority as the board may from time to time vest in him.

Section 9. Bonds of Officers.
The Treasurer and any other officer or agent of the Cooperative charged with responsibility for the custody of any of its funds or property shall be bonded in such sum and with such surety as the board shall determine. The board in its discretion may also require any other officer, agent or employee of the Cooperative to be bonded in such amount and with such surety as it shall determine.

Section 10. Compensation.
The powers, duties and compensation of officers, agents and employees shall be fixed by the board subject to the provisions of these bylaws with respect to compensation for a board member.

Section 11. 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. Such reports shall set forth the condition of the Cooperative at the close of such fiscal year.




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Article VII:  Non-Profit
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Section 1. Interest or Dividends on Capital Prohibited.
The Cooperative shall at all times be operated on a cooperative non-profit basis for the mutual benefit of its patrons. No interest or dividends shall be paid or payable by the Cooperative on any capital furnished by its patrons.

Section 2. Patronage Capital in Connection with Furnishing Electric Energy Distribution.

    (a) In the furnishing of electric energy distribution the Cooperative's operations shall be so conducted that all patrons will through their patronage furnish capital for the Cooperative. In order to induce patronage and to assure that the Cooperative will operate on a nonprofit basis the Cooperative is obligated to account on a patronage basis to all its patrons for all amounts received and receivable from the furnishing of electric energy distribution in excess of operating costs and expenses properly chargeable against the furnishing of electric energy distribution. All such amounts in excess of operating costs and expenses at the moment of receipt by the Cooperative are received with the understanding that they are furnished by the patrons as capital, provided however, that any underpayments of capital, incurred by reasons of operation deficit in any prior year or years shall be first deducted from the overpayments of capital in the current of future years, before any capital is credited to the patron. The Cooperative is obligated to pay by credits to a capital account for each patron all such amounts in excess of operating costs and expenses. The books and records of the Cooperative shall be set up and kept in such a manner that at the end of each fiscal year the amount of capital, if any, so furnished by each patron is clearly reflected and credited in an appropriate record to the capital account of each patron, and the Cooperative shall within a reasonable time after the close of the fiscal year notify each patron of the amount of capital so credited to his account. All such amounts credited to the capital account of any patron shall have the same status as though they had been paid to the patron in cash in pursuance of a legal obligation to do so and the patron had then furnished the Cooperative corresponding amounts for capital.

    (b) All non-operating amounts received by the Cooperative from its operations in excess of costs and expenses shall, insofar as permitted by law, be

        (i) used to offset any losses incurred during the current or any prior fiscal year and

        (ii) to the extent not needed for that purpose, allocated to its patrons on a patronage basis and any amount so allocated shall be included as part of the capital credited to the accounts of patrons, as herein provided.

    (c) In the event of dissolution or liquidation of the Cooperative after all outstanding indebtedness of the Cooperative shall have been paid, outstanding capital credits shall be retired without priority on a pro rata basis before any payments are made on account of property rights of 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 capital credited to patrons' accounts may be retired in full or in part in compliance with law and the Cooperative's lien holders. Any such retirements of capital furnished prior to January 1, 1990 shall be made in order of priority according to the year in which the capital was furnished and credited, the capital first received by the Cooperative being first retired. Beginning January 1, 1990, the Board of Directors, in compliance with law and the Cooperative's lienholder, shall determine the method, basis, priority and order of retirement, if any, for all amounts thereafter furnished as capital.

    (d) Capital credited to the account of each patron shall be assignable only on the books of the Cooperative pursuant to written instruction from the assignor and only to successors in interest or successors in occupancy in all or a part of such patron's premises served by the Cooperative unless the board, acting under policies of general application, shall determine otherwise.

    (e) Notwithstanding any other provision of these bylaws, the board of directors at its discretion, shall have the power at any time upon the death of any patron, who was a natural person, if the legal representatives of his estate shall request in writing that the capital credited to any such patron be retired prior to the time such capital would otherwise be retired under the provisions of these bylaws, to retire capital credited to any such patron immediately upon such terms and conditions as the board of directors acting under policies of general application, and the legal representatives of such patron's estate shall agree upon; provided, however, that the financial condition of the Cooperative will not be impaired thereby; provided further, however, that the aggregate amounts so retired in any one year shall not exceed the percentages of capital to be retired as stated in the Mortgage & Security Agreements of the majority noteholders; and provided further, however, that, if acting under policies of general application the percentages mentioned above are not sufficient to retire the capital credited to any such patron or patrons, such patron or patrons shall have the capital credited to them retired in the next succeeding year before any other retirements are made in such succeeding year.

    (f) The patrons of the Cooperative, by dealing with the Cooperative, acknowledge that the terms and provisions of the articles of incorporation and bylaws shall constitute and be a contract between the Cooperative and each patron, and both the Cooperative and the patrons are bound by such contract, as fully as though each patron had individually signed a separate instrument containing such terms and provisions. The provisions of this article of the bylaws shall be called to the attention of each patron of the Cooperative by posting in a conspicuous place in the Cooperative's office.




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Article VIII:  Disposition of Property
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The Cooperative may not sell, lease or otherwise dispose of all or any substantial portion of its property unless such sate, lease or other disposition is authorized at a meeting of the members thereof by the affirmative vote of not less than two-thirds of all the members of the Cooperative, and unless the notice of such proposed sale, lease or other disposition shall have been contained in the notice of the meeting; provided, however, that notwithstanding anything herein contained, the board of the Cooperative, without authorization by the members thereof, shall have full power and authority to authorize the execution and delivery of a mortgage or mortgages or a deed or deeds of trust upon or the pledging or encumbering 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, as well as the revenues and income therefrom, all upon such terms and conditions as the board shall determine, to secure any indebtedness of the Cooperative; provided further that the board may upon the authorization or a majority of those members of the Cooperative present at a meeting of the members thereof, sell, lease, or otherwise dispose of all or a substantial portion of its property to another Cooperative or foreign corporation doing business in this State pursuant to the Act under which this Cooperative is incorporated.




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Article IX:  Seal
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The corporate seal of the Cooperative shall have inscribed thereon the name of the Cooperative and the words 'Corporate Seal Maine".




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Article X:  Financial Transactions
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Section 1. Contracts.
Except as otherwise provided in these bylaws, the board 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 confined to specific instances.

Section 2. Check, 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 and/or countersigned by such officer or officers, agent or agents, employee or employees of the Cooperative and in such manner as shall from time to time be determined by resolution of the board.

Section 3. Deposits.
All funds except petty cash of the Cooperative shall be deposited from time to time to the credit of the Cooperative in such bank or banks as the board may select,

Section 4. Change in Rates.
Written notice shall be given to the Administrator of the Rural Electrification Administration of the United States of America not less than ninety days prior to the date upon which any proposed change in the rates charged by the Cooperative for electric energy distribution become effective.

Section 5. Fiscal Year.
The fiscal year of the Cooperative shall begin on the first day of January of each year and shall end on the thirty first of December of the same year




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Article XI:  Miscellaneous
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Section 1. Membership in Other Organizations.
The Cooperative shall not become a member of or purchase stock in any other organization without an affirmative vote of the members at a duly held meeting, the notice of which shall specify that action is to be taken upon such proposed membership or stock purchase, provided, however, that the Cooperative may upon the authorization of the board, purchase stock in or become a member of any corporation or organization organized on a non-profit basis for the purpose of engaging in or furthering the cause of rural electrification, or with the approval of the Administrator of REA, or any other corporation for the purpose of acquiring electric facilities.

Section 2.. Waiver of Notice.
Any member or board member may waive in writing any notice of a meeting required to be given by these bylaws. The attendance of a member or board member at any meeting shall constitute a waiver of notice of such meeting by such member or board member, except in a case a member or board member shall attend a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting has not been lawfully called or convened.

Section 3. Policies, Rules and Regulations.
The board shall have power to make and adopt such policies, rules and regulations, not inconsistent with law, the articles of incorporation, these bylaws or the requirements of the Cooperative's lienholders as it may deem advisable for the management of the business and affairs of the Cooperative.

Section 4.. Accounting System and Reports.
The board shall cause to be established and maintained a complete accounting system which, among other things, and 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 the Rural Electrification Administration of the United States of America. The board shall also after the close each fiscal year cause to be made by a certified public accountant a full and complete audit of the accounts, books and financial condition of the Cooperative as of the end of such fiscal year. A report of such audit shall be submitted to the members at the next following annual meeting.

Section 5. Area Coverage.
The board shall make diligent effort to see that electric service is extended to all unserved persons within the Cooperative service area who:

    (a) desire such service and

    (b) meet all reasonable requirements established by the Cooperative as a condition of such service.




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Article XII:  Amendments
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These bylaws may be altered, amended or repealed by the members at any regular or special meeting, provided the notice of such meeting shall have contained a copy of the proposed alteration, amendment or repeal and a proxy. See Article III, Section 7.




The End





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