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INDEX
Article I Membership
Section 1 Requirements for Membership
Section 2 Joint Membership
Section 3 Conversion of Membership
Section 4 Membership Fees
Section 5 Purchase of Services
Section 6 Classification of Members
Section 7 Termination of Membership
Article II Rights and Liabilities of Members
Section 1 Property Interest of Members
Section 2 Rights & Liabilities of Cooperative Members
Section 3 Non-liability for Debts of Cooperative
Article III Meetings of Members
Section 1 Annual Meeting
Section 2 Special Meetings
Section 3 Notice of Members’ Meetings
Section 4 Quorum
Section 5 Voting at Meetings
Section 6 Order of Business
Section 7 Postponement of a Meeting of the Members
ARTICLE IV Board Members
Section 1 General Powers
Section 2 District Representation
Section 3 Election and Tenure of Office
Section 4 Qualifications
Section 5 Credentials and Election Committee & Nominations
Section 6 Election of Directors
Section 7 Removal of Board Member by Members and Resignation
Section 8 Vacancies
Section 9 Compensation
Section 10 Policies, Rules and Regulations
ARTICLE V Meetings of Board
Section 1 Regular Meetings
Section 2 Special Meetings
Section 3 Notice of Board Meetings
Section 4 Quorum
Section 5 Unanimous Consent in Writing
ARTICLE VI Officers
Section 1 Number
Section 2 Election and Term of Office
Section 3 Removal of Officers and Agents by the Board
Section 4 President
Section 5 Vice President
Section 6 Secretary
Section 7 Treasurer
Section 8 General Manager
Section 9 Bonds of Officers
Section 10 Compensation
Section 11 Reports
ARTICLE VII Indemnification of Officers, Board Members, Employees and Agents
Section 1
Section 2
Section 3
Section 4
Section 5
ARTICLE VIIINon-Profit Operation
Section 1 Interest/Dividends on Capital Prohibited
Section 2 Patronage Capital in Connection with Furnishing Telecommunication Service
Section 3 Patronage Capital in Connection with Furnishing Other Services
ARTICLE IX Disposition of Property
Section 1 General Provisions
Section 2 Dissolution
Section 3 Distribution of Surplus Assets on Sale or Dissolution
ARTICLE X Financial Transactions
Section 1 Contracts
Section 2 Checks, Drafts, etc.
Section 3 Deposits
Section 4 Change in Rates
Section 5 Fiscal Year
ARTICLE XI Miscellaneous
Section 1 Membership in Other Organizations
Section 2 Waiver of Notice
Section 3 Voting Entities
Section 4 Accounting System and Reports
Section 5 Area Coverage
Section 6 Lien and Setoff
Section 7 Corporate Seal
Section 8 Rules and Regulations
ARTICLE XIIEasements for Cooperative Telecommunication Facilities
Section 1 Granting of Easements
Section 2
ARTICLE XIII Amendments
It shall be the aim of Mid Century Telephone Co-operative to provide dependable area wide telecommunication services on the cooperative plan, by providing for payment of the operating expenses by assessment upon its members and no other person or persons, and to provide such service at the lowest cost consistent with sound economy and good management.
Bylaws of Mid Century Telephone Co-operative - Fairview, Il
ARTICLE I - MEMBERSHIP
Section 1. Requirements for Membership. Any person, firm, association, limited liability company, limited liability partnership, corporation, trust, or body politic or subdivision thereof will become a member of Mid Century Telephone Co-operative (hereinafter called the “Cooperative”) upon receipt of telecommunication services from the Cooperative, at a premise within its established service area, provided that he or it has first:
(a)Made a written application for membership therein;
(b)Agreed to purchase services from the Cooperative in accordance with established tariffs and 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*, and
(d)Paid the membership fee hereinafter specified, as well as security deposits and service connection fees required by Cooperative tariffs and policies.
No member may hold more than one membership in the Cooperative and no member shall be entitled to more than one vote. No membership in the Cooperative shall be transferable, other than as provided by these bylaws. No membership certificates will be issued and the cooperative shall maintain a record of the names of the members of the Cooperative.
Purchasers of the Cooperative’s services at wholesale, or otherwise for resale, shall not be eligible for membership or patronage credits with respect to wholesale services. Exchange or interexchange carriers, who participate with the Cooperative in the provision of telecommunications services to members are neither members nor members by virtue of division of revenue contracts, pooling arrangements or any other contractual relationship.
Upon acceptance of the application by the board, membership shall become effective upon the date of commencement of service. Membership eligibility terminates upon disconnection of service; however, the board may provide for suspension for service during periods of temporary absence of the member.
*The word “board” is used herein to refer to the board of directors.
Section 2. Joint Membership. A husband and wife may apply for a joint membership and, subject to their compliance with the requirements set forth in Section 1 of this Article, may be accepted for such membership. The term “member” as used in these bylaws shall be deemed to include husband and wife holding a joint membership and only 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 to 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 shall constitute notice to both;
(e)Expulsion of either shall terminate the joint membership;
(f)Withdrawal of either shall terminate the joint membership;
(g)Either but not both may be elected or appointed as an officer or board member, provided that both meet the qualifications for such office.
(h)Upon the death of either spouse who is a party to the membership, such membership shall be converted to an individual membership. However, the estate of the deceased member shall not be released from any debts due to the Cooperative.
Section 3. Conversion of Membership. 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. The outstanding membership shall be surrendered, and shall be reissued by the Cooperative in such manner and as shall indicate the changed membership status.
Section 4. Membership Fees. The board, at its discretion, may determine membership fees, which shall be uniform for each class of membership.
Section 5. Purchase of Services. Each applicant for membership shall, as soon as service is available, take service from the Cooperative for the membership applied for, as soon as it becomes available. Members shall pay for all services monthly at rates in accordance with either established rates as fixed by the board, or, for the services rendered by other carriers, at the rate which the Cooperative is obligated to bill and collect by contractual arrangements with other carriers. Each member also agrees to pay such other amounts as maybe owed by him to the Cooperative as and when the same become due and payable. It is expressly understood that the amounts paid to the Cooperative by the members for providing telecommunications and informational services to the members in excess of cost are furnished by members as capital and each member shall be credited with the capital so furnished as provided in these bylaws. However, the Cooperative is not obligated to furnish such credits for those service which are not billed and collected by contractual arrangements with other carriers, even when such services are partially rendered over the facilities of the Cooperative.
Section 6. Classification of Members.
A. All members of the Cooperative shall be classified as either active or inactive members, as follows:
(1) Active Members. All members currently using telecommunication services from the Cooperative, delivered to the respective members through one or more service connections, shall be classed the active members of the Cooperative and, as such, shall have the right to vote upon any proposition submitted to the membership of the Cooperative and shall be eligible to hold any elective office in the Cooperative, further providing he or she meets all other qualifications required in the bylaws.
(2) Inactive Members. Those persons, having otherwise qualified for membership in the Cooperative but who are not currently using telecommunication service from the Cooperative, shall be classed inactive members of the Cooperative and, as such, shall not be eligible to vote upon any proposition submitted to the membership of the Cooperative nor to hold any elective office in the Cooperative.
Classification of membership from inactive to active, or vice versa, shall change at once without notice to said member upon commencing to use or ceasing to use telecommunication service from the Cooperative or disconnection by the Cooperative of a member’s telecommunication service. Unless otherwise specifically stated, the use of the term “member” in these bylaws shall be interpreted as “active member.”
Change of classification shall not affect in any way any obligation for debts the member may have incurred with the Cooperative nor the capital credits accrued by the member.
B.
(1)The Cooperative may have one or more classes of members in order to recognize differences in contribution to margin of different classes. If the board establishes more than one class of membership, it shall determine the definitions, the types, the qualifications and rights of each class and make such information readily available to the membership.
(2)No member may hold more than one membership of each class in the Cooperative. No membership in the Cooperative shall be transferable, except on the books of the Cooperative and as provided for in these bylaws.
(3)Each time sharing or interval ownership premise is considered as a single member. The corporation, partnership or other entity holding or managing the property will be deemed to hold the membership.
(4)Memberships in the Cooperative are extended only to individual persons (natural or corporate) who meet the requirements of Section 1. Memberships formerly issued to husband and wives, previously referred to as joint memberships, will be allowed to continue.
Section 7. Termination of Membership.
(a)A member withdraws from membership upon payment of all debts and liabilities to the Cooperative and by either (1) ceasing to (or, with the approval of the board of directors, resigning his membership in favor of a new applicant who also shall) own or directly occupy or use all premises being furnished telecommunication service pursuant to his membership, or (2) except when the board of directors specifically waives such condition, abandoning totally and permanently the use of central station telecommunication service on such premises. 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 telecommunication service from the Cooperative, or of a member who has ceased to purchase telecommunication service from the Cooperative, may be cancelled by resolution of the board.
(b)Upon 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)When either an active or inactive membership is held jointly by a husband and wife, divorce, annulment or legal separation shall act to terminate such membership. Written notification by either party, publication, or other legal notification shall be deemed sufficient authority for the board of the Cooperative to terminate such membership upon the records of the Cooperative, provided, however, that either party may transfer to the other prior to termination. Such termination or transfer shall not release either party from any membership debts or liabilities to the Cooperative which may have been incurred prior to such termination or transfer.
(d)In case of withdrawal or termination of membership in any manner, the Cooperative shall retain the membership fee to cover the cost of termination of membership.
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ARTICLE II - RIGHTS AND LIABILITIES OF MEMBERS
Section 1.Property Interest of Members. Upon dissolution, after:
(a)All debts and liabilities of the Cooperative have been paid,
(b)All capital furnished through patronage shall have been retired as provided in these bylaws, and
(c)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 member and former member bears to the total patronage of all members and former members during the ten years next preceding the date of the filing of the certificate of dissolution.
Section 2. Rights and Liabilities of Cooperative and Members. The Cooperative will use reasonable diligence to furnish adequate and dependable service, but it cannot and does not guarantee uninterrupted service nor will it always be able to provide every service desired by each individual member. Members who are receiving or who are requesting service shall be deemed to have consented to the reasonable use of their real property for the installation, construction, operation, maintenance and replacement of telecommunication lines, wires, cables and equipment under, through, across, and upon any real property or interest therein owned, leased or controlled by said member for the furnishing of telecommunication service to said member.
Section 3. 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
Section 1. Annual Meeting. The annual meeting of the members shall be held once each calendar year at such time and at such place within a county served by the Cooperative, 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 nor affect the validity of corporate action.
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 not less than 200 members or by ten per centum of all the members, whichever shall be the lesser, 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 any place within one of the counties served by the Cooperative 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 notice is to be transacted, the purpose or purposes for which the meeting is called, shall be delivered not less than ten days nor more than thirty 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. In case of a meeting involving the removal of a director, merger, consolidation, dissolution, sale, lease or exchange of assets, notice shall be delivered not less than 20 days nor more than 60 days before the date of the meeting in the same manner as set forth above. 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. As long as the total number of members does not exceed five hundred, ten per centum of the total number of members present in person shall constitute a quorum. In case the total number of members shall exceed five hundred, fifty members or two per centum of the members present in person, whichever shall be the larger, 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. The Secretary shall notify all absent members of the time, date and place of the adjourned meeting, in accordance with Section 3.
Section 5. Voting at Meetings.
(a)Each member shall be entitled to only one (1) vote upon each matter submitted to a vote at a meeting of the members. Cumulative voting is not permitted. All issues with respect to voting shall be governed according to the latest edition of Robert’s Rules of Order used by the Cooperative unless otherwise specified by law or the articles of incorporation. Voting by members other than members who are natural persons shall be allowed upon presentation to the Cooperative, prior to each member meeting, satisfactory evidence entitling the person presenting the same to vote.
(b)All questions, except those involving multiple choice issues or determinations, 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. Multiple choice issues or determinations shall be decided by a plurality vote. In the election of directors, a voice vote may be permitted if there is no competition for the seat or seats to be filled.
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 determined by the members at such meetings:
(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)All unapproved minutes of previous meetings shall be read, unless each active member present at the meeting at which minutes are presented for approval shall have been furnished a copy of such unapproved minutes, in which case the President or secretary may entertain, and take appropriate action on, a motion from the floor to dispense with the reading of such minutes as are contained in the copies mailed to the active members present.
(d)Presentation and consideration of reports of officers, board members and committees.
(e)Election of board members.
(f)Unfinished business.
(g)New business.
(h)Adjournment.
Notwithstanding the foregoing, the board or the members themselves may, from time to time, establish a different order of business for the purpose of assuring the earlier consideration of an action upon any item of business, the transaction of which is necessary or desirable in advance of any other item of business; provided that no business other than adjournment of the meeting to another time and place may be transacted until and unless the existence of a quorum is first established.
Section 7. Postponement of a Meeting of the Members. In the event of inclement weather or the occurrence of a catastrophic event, the meeting of the members may be postponed by the President, Vice President or the board. Notice of the adjourned meeting shall be given by the President in any media of general circulation or broadcast serving the area.
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ARTICLE IV - BOARD MEMBERS
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. The board shall have the power to appoint committees as provided by statute.
Section 2. District Representation. The Cooperative is divided into districts for all purposes including Section 4, paragraph (a) of this Article IV.
Section 3. Election and Tenure of Office. Directors shall be elected by a secret ballot at each annual meeting when there is competition for board seats to be filled. At each annual meeting of the members beginning with the year 1953, three directors shall be elected by secret ballot to serve for a period of three years or until their successors shall have been elected and shall have qualified. The terms of directors shall be staggered to insure continuity. Directors may not serve more than five full terms consecutively. No director may succeed himself in office unless his name is placed before the membership by the nominating committee in accordance with Section 5 of Article IV of these bylaws. If an election of directors 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 directors within a reasonable time thereafter. Directors may be elected by a plurality vote of the members.
Notwithstanding anything in these bylaws contained to the contrary, newly elected directors shall take office at the first meeting of the board following the annual meeting of members, at which meeting such directors have been elected, and serve for a period of three years from the date of taking office. Such director shall file an affidavit stating that the director is a member and resides in the area served by the Cooperative, that he is not employed nor does he have a financial interest in an enterprise or business engaged in selling telecommunication facilities or services for profit, and that he shall faithfully discharge the duties of his office.
Section 4. Qualifications. No person shall be eligible to become or remain a board member of the Cooperative who:
(a)Is not an active, natural human member of the Cooperative and bona fide resident of the district served or to be served by the Cooperative and is receiving or will receive telecommunication service therefrom at his primary residential abode; or,
(b)Is in any way employed by or financially interested in a competing enterprise or a business engaged in selling telecommunication services or supplies, or constructing or maintaining telecommunication facilities, other than a business operating on a cooperative non-profit basis for the purpose of furthering rural telecommunication service. The board may, by general rule or policy, determine which interests in competing enterprises are material.
Upon establishment of the fact that a nominee for board member lacks eligibility under this Section or as maybe provided elsewhere in these bylaws, it shall be the duty of the chairman presiding at the meeting at which such nominee would otherwise be voted upon to disqualify such nominee. Upon establishment of the fact that any person being considered for, or already holding, a position of trust in the Cooperative lacks eligibility under this Section, it shall be the duty of the board to withhold such position from such person, or to cause him to be removed therefrom, whichever may be the case. Upon the establishment of the fact that a board member is holding office in violation of this Section, it shall be the duty of the remaining board members to remove such board member.
Nothing contained in this Section shall, or shall be construed to, affect in any manner whatsoever the validity of any action taken at any meeting of the board members, unless such action is taken with respect to a matter which is affected by the provisions of this Section or in which one or more of the board members have an interest adverse to that of the Cooperative.
To remain a director, the incumbent must attend in person two-thirds (2/3) or more of the regular meetings during each twelve (12) month period, beginning with the month of his or her election. Upon establishment of the fact that a director or nominee is in violation of any of the provisions of this Section, that office or nomination shall be deemed vacant.
Section 5. A.Credentials and Election Committee.
(1)The board of directors shall, at least ten (10) days before any meeting of the members, appoint a credentials and election committee consisting of an uneven number of Cooperative members – not less than five (5), nor more than fifteen (15), who are not existing Cooperative employees, agents, officers, directors or known candidates for director, and who are not close relatives (as hereinafter defined) or members of the same household thereof. In appointing a committee, the board shall have regard for the equitable representation of the geographic areas served by the Cooperative. The committee may elect its own chairman and secretary prior to the member meeting.
(2)It shall be the responsibility of the committee to establish or approve the manner of conducting member registration and any ballot or other voting, to pass upon all questions that may arise with respect to the registration of members in person, to count all ballots or other votes cast in any election or in any other matter, to rule upon the effect of any ballots or other vote irregularity or indecisively marked or cast, to rule upon all other questions that may arise relating to member voting and the election of directors (including but not limited to the validity of petitions of nomination or the qualification of candidates and the regularity of the nomination and election of directors), and to pass upon any protest or objection field with respect to any election or conduct affecting the results of any election. In the exercise of its responsibility, the committee shall have available to it the advice of counsel provided by the Cooperative.
(3)Any protest or objection concerning any election must be filed within three (3) business days following the adjournment of the meeting in which the voting is conducted. The committee shall thereupon be reconvened, upon notice from its chairperson, not less than seven (7) days after such protest or objection is filed. The committee shall hear such evidence as presented by the protester(s) or objector(s), who may be heard in person, by counsel, or both, and any opposing evidence; and the committee, by a vote of a majority of those present and voting, shall, within a reasonable time, but not later than thirty (30) days after such hearing, render its decision, the result of which may be to affirm the election, to change the outcome thereof, or to set it aside.
(4)The committee may not affirmatively act on any matter unless a majority of the committee is present. The committee’s decision (as reflected by a majority of those actually present and voting) on all matters covered by this Section shall be final.
B.Nominations.
(1)It shall be the duty of the board to appoint, not less than forty (40) days nor more than ninety (90) 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 five (5) nor more than eleven (11) members. At least one (1) member of the committee shall be selected from each geographic area where a director is to be elected. No member of the board, close relative of a board member, or employee may serve on such committee. The committee, shall prepare and post at the principle office of the Cooperative, at least twenty (20) days before the meeting, a list of nominations for board members, which shall include as many nominees for each board position as the committee deems desirable.
(2)The Secretary shall be responsible for mailing with a Notice of the Meeting, or separately, but at least ten (10) 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.
(3)Any fifteen (15) or more members acting together may make other nominations by petition and the Secretary shall post such nomination at the same place where the list of nominations made by the committee is posted. Nominations made by petition, if any, received at least ten (10) days before the meeting, shall be included on the official ballot. Such ballot shall arrange the names of the candidates by geographic areas and shall also designate the candidates nominated by the committee and those nominated by petition.
(4)Nominations made by petition in accordance with Paragraph 3 after ten (10) days before the meeting shall be announced at the time of the meeting for members to add to their ballot should they choose to vote for that individual. No member may nominate more than one candidate.
(5)Incumbent board members must be re-nominated by the committee, by petition be re-elected.
Section 6. Election of Directors.
(1)Contested elections of directors shall be by a form of printed ballot. The ballot shall list the names of the candidates nominated by the committee and by petition with such names arranged by districts.
(2)Any member desiring to vote for a candidate nominated in accordance with Paragraph 3 of Section 5 of this Article shall write in the name of such candidate beneath the names of the candidates nominated by that committee on nominations and by petition of the particular district which such candidate would represent, if elected.
(3)Each member of the Cooperative present in person at the meeting, shall be entitled to vote for one (1) candidate from each district from which a director is to be elected or on any issue before the meeting. The candidate from each district from which a director is to be elected receiving a plurality of votes cast for that office at such meeting shall be declared elected as a director. Failure of an election for a given year shall allow the incumbent directors whose directorships would have been voted on to hold over only until the next member meeting at which a quorum is present.
Section 7. Removal of Board Member by Members and Resignation. Any member may bring charges for cause 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 200, whichever is the lesser, may request the removal of such board member by reason thereof. The charging member(s) shall present his evidence to the board, which shall decide by majority vote, excluding the charged member, if there is sufficient cause to justify calling a special meeting of the members. The question of the removal of a board member shall not be voted on by the members at all unless some substantial evidence in support of the charge or charges against him shall have been presented to the board through oral testimony, documents or otherwise. Such board members shall be informed in writing of the charge at least 20 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 to the charges; and the person or persons bringing the charges against him shall have the same opportunity. If there is such evidence, then the question of the removal of such a board member shall be considered and voted upon at the meeting of the members. An affirmative vote of 2/3 of the votes present and voted shall be required to remove the board member. 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, and the newly elected board member shall serve the remaining term of the board member replaced.
A director may resign at any time by written notice delivered to the board of directors, the President or Secretary of the Cooperative. A resignation is effective when notice is delivered unless the notice specifies a future date. The pending vacancy may be filled before the effective date, but the successor shall not take office until the effective date.
Section 8. 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, 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, provided, however, that in the event the vacancy is not filled by the board within sixty days after the vacancy occurs, the members shall have the right to fill such vacancy at a meeting of the members without compliance with the foregoing provisions in respect to nominations.
Any successor, whether chosen by the board or the members, must reside in the same district as the vacant directorship and have the same qualifications for office as set forth in these bylaws.
Section 9. Compensation. Board members shall not receive any salary for their services as such, except that the board members of the Cooperative may by resolution authorize a fixed sum for each day or portions thereof spent on Cooperative business, such as attendance at meetings, conferences, and training programs or performing committee assignments when authorized by the board. 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. The board may, by appropriate resolution, authorize the payment of insurance premiums for each of the members of the board and for executive and professional personnel working for or employed by the Cooperative as maybe deemed necessary. No board member shall receive compensation for serving the Cooperative in any other capacity nor shall any close relative of a board member receive compensation for serving the Cooperative, unless the payment and amount of compensation shall be specifically authorized by a vote of the members or the service by the board member or his close relative shall have been certified by the board as an emergency measure. For the purpose of this section, close relative includes grandparents, parents, husband, wife, children, grandchildren, brothers, sisters, uncles, aunts, nephews and nieces, by blood, by marriage or by adoption, and spouses of any of the foregoing.
Section 10. Policies, Rules and Regulations. The board shall have the power to make and adopt such policies, rules and regulations, not inconsistent with law, the Certificate of Incorporation of the Cooperative or by these bylaws, as it may deem advisable for the management, administration and regulation of the business and affairs of the Cooperative.
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ARTICLE V - MEETINGS OF BOARD
Section 1. Regular Meetings. A regular meeting of the board shall be held monthly at such time and place within one of the counties served by the Cooperative 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 Meetings. 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 Board Meetings. Written notice of the time and place, and purpose where the removal of a board member is involved, or any special meeting of the board shall be delivered to each board member either personally, by FAX, or by mail, by or at the direction of the Secretary or, upon a default in duty by the Secretary, by the President or one of 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. The attendance of a board member at such meeting shall constitute a wavier of notice of such meeting, except in case a board member 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. All regular or special meetings may be conducted through the use of conference telephone or other communications equipment by means of which all persons participating in the meetings can communicate with each other. The number of such meetings and what limitations, if any apply, shall be as prescribed by board policy from time to time. Such participation will constitute attendance and presence in person at the meeting of the persons so participating.
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 without further notice; 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.
Section 5. Unanimous Consent in Writing. Unless otherwise provided for by law, board actions may be taken without a meeting and without a vote, if unanimous consent of the board is obtained, in writing, setting forth the action taken in detail and such written action is signed by all board members entitled to vote.
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ARTICLE VI - OFFICERS
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 office 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 of directors at the first meeting of the board of directors held after the annual meeting of members. If there is no contest, the election may be by voice vote or any other method designated by the person presiding. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as may be convenient. Each officer shall hold office until the first meeting of the board following the succeeding annual meeting of the members, or until a successor shall have been elected and shall have qualified. Excepting as otherwise provided in these bylaws, 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.
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, preside at all meetings of the members and the board;
(b)sign the membership application and, with the Secretary, 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 bylaws to some other officer or agent of the Cooperative, or shall be required by law to be otherwise signed or executed; and
(c)in general perform all duties incident to the office of the 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, personally or by delegation, of the members and 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 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 name and post office address of each member which shall be furnished to the Cooperative office by such member;
(e)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 to each member upon request; and
(f)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.
Section 7. Treasurer. The Treasurer shall be responsible for:
(a)seeing that all funds and securities of the Cooperative are safely maintained at the Cooperative office or under the direct control of authorized Cooperative personnel at such financial institutions approved by the board; the Treasurer shall have authority, unless revoked by the board, to delegate to the general manager the authority to appoint employees of the Cooperative to actually carry out the responsibilities set forth in this Section;
(b)seeing that Cooperative personnel maintain a complete record of all monies by or due to the Cooperative and all monies due from or paid out by the Cooperative; 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 by him by the board.
Section 8. General 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, the cost to be borne by the Cooperative.
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 and close relatives of 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 - INDEMNIFICATION OF OFFICERS, BOARD MEMBERS, EMPLOYEES AND AGENTS
Section 1. The Cooperative shall indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by, or in the right of, the Cooperative) by reason of the fact that such person is or was a board member, officer, employee or agent of the Cooperative, or who is or was serving at the request of the Cooperative as a board member, officer, employee or agent of another cooperative, association, corporation, partnership, joint venture, trust or other enterprises, against expenses (including attorney’s fees), adjustments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, if such person acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, the best interests of the Cooperative, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct of such person was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon pleas of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in, or not opposed to, the best interests of the Cooperative, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the conduct of such person was lawful.
Section 2. The Cooperative shall indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action or suit by, or in the right of, the Cooperative to procure a judgment in its favor by reason of the fact that such person is, or was, a board member, officer, employee or agent of the Cooperative, or is, or was, serving at the request of the Cooperative as a board member, officer, employee or agent of another cooperative, association, corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney’s fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Cooperative, and except that no indemnification shall be made in respect to any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of the duty of such person to the Cooperative, unless, and only to the extent that, the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity of such expenses as the court shall deem proper.
Section 3. To the extent that a board member, officer, employee or agent of the Cooperative has been successful, on the merits or otherwise, in the defense of any action, suit, or proceeding referred to in Sections (1) and (2), in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorney’s fees) actually and reasonably incurred by such person in connection therewith.
Section 4. Any indemnification under Sections (1), (2) and (3) (unless ordered by a court) shall be made by the Cooperative only as authorized in the specific case, upon a determination that indemnification of the board member, officer, employee or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth in Sections (1) and (2). Such determination shall be made (1) by the board by a majority vote of a quorum consisting of board members who were not parties to such action, suit or proceedings, or (2) if such a quorum is not obtainable, or even if obtainable, a quorum of disinterested board members so directs, by independent legal counsel in a written opinion, or (3) by the members.
Section 5. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Cooperative in advance of the final disposition of such action, suit or proceeding, as authorized by the board in the specific case, upon receipt of an undertaking by or on behalf of the board member, officer, employee or agent to repay such amount, unless it shall ultimately be determined that he is entitled to be indemnified by the Cooperative as authorized in this Article.
The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of members or disinterested board members, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a board member, officer, employee or agent, and shall inure to the benefit of the heirs, executors and administrators of such a person.
The Cooperative may purchase and maintain insurance on behalf of any person who is or was a board member, officer, employee or agent of another cooperative, association, corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of the status of such person as such, whether or not the Cooperative would have the power to indemnify such person against such liability under the provisions of this Article.
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ARTICLE VIII - NON-PROFIT OPERATION
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 members. No interest or dividends shall be paid or payable by the Cooperative on any capital furnished by its members, or non-members.
Section 2. Patronage Capital in Connection with Furnishing Telecommunication Service.
A.In the furnishing of telecommunication service, and other communication services, the Cooperative’s operations shall be so conducted that all members will, through their patronage, furnish capital for the Cooperative. In order to induce patronage and to assure that the Cooperative will operate on a non-profit basis, the Cooperative is obligated to account on a patronage basis to all its members for all amounts received and receivable from the furnishing of telecommunication and other communication services in excess of the sum of (a) operating costs and expense properly chargeable against the furnishing of telecommunication and other communication services and (b) amounts required to offset any losses incurred during the current or the prior fiscal year. 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 members as capital. The Cooperative is obligated to allocate by credits to a capital account for each member 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 member is clearly reflected and credited to an appropriate record to the capital account of each member, and the Cooperative shall, within a reasonable time after the close of the fiscal year, upon request received from a member, but only upon such request, notify said member of the amount of capital so allocated to his account; PROVIDED, that individual notices of such amounts furnished by each member shall not be required if the Cooperative notifies all members of the aggregate amount of such excess and provides a clear explanation of how each member may compute and determine for himself the specific amount of capital so credited to him. All such amounts credited to the capital account of any member shall have the same status as though they had been paid to the member in cash in pursuance of a legal obligation to do so and the member had then furnished the Cooperative correspondence amounts for capital.
B.All non-operating margins except those derived from furnishing goods and services other than telecommunications (and information services), shall, insofar as permitted by law, be used to offset any losses during the current or any prior fiscal year and, to the extent not needed for that purpose, either:
(1)Allocated to its members on a patronage basis and any amount so allocated shall be included as part of the capital to be allocated to the accounts of the various classes of members in an equitable manner as approved by the board, or
(2)Used to establish and maintain a non-operating margin reserve not assignable to members prior to dissolution of the Cooperative.
C.If, at any time prior to dissolution or liquidation, the board shall determine that the financial condition of the Cooperative will not be impaired thereby, the capital then credited to members’ accounts may be retired in full or in part. All allocations and retirements of capital shall be at the discretion and direction of the board as to kind, timing, method, and type of assignment and distribution.
D.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.
E.Capital credited to the account of each member 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 in a part of such members’ premises served by the Cooperative, unless the Board, acting under policies of general application, shall authorize other types of assignments. Members at any time may assign their capital credits back to the Cooperative and the Cooperative is authorized to negotiate capital credit settlement arrangements with bankrupt members.
F.Notwithstanding any other provision of these bylaws, the board, at its discretion, shall have the power at any time upon the death of any natural member, if the legal representative of his estate shall request in writing that the capital credited to any such member be retired prior to the time such capital would be retired in a general retirement under the provisions of these bylaws, to retire capital credited to any such member immediately upon such terms and conditions as the board, acting under policies of general application, and the legal representative of such member’s estate shall agree upon; provided, however, that the financial condition of the Cooperative will not be impaired thereby.
G.When the capital credits of any member no longer receiving service from the Cooperative comes to a total amount of less than a fixed sum determined by the Board of Directors, the same shall be retired in full with such retirements made only when and at the same time that a general retirement to other members is made. During a general capital credit retirement, no checks shall be issued for less than a fixed amount determined by the board, and the amount of such unretired capital credits will be retired in the first following year, when the total amount of capital credits qualifying for retirement exceeds that amount set by the board, including the amount carried over.
H.All tax refunds made by the United States Government or any of the states in connection with the final or true cost of service as determined by the capital credits allocation process may be held and used by the Cooperative as furnished patronage capital and shall be treated in the same manner as furnished capital set out in this section of these bylaws.
I.The members 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 both between the Cooperative and each member, and further, between all the members themselves individually. Both the Cooperative and the members are bound by such contract, as fully as though each member had individually signed a separate instrument containing such term and provisions with the Cooperative and each of its members. The provisions of this Article of the bylaws shall be called to the attention of each member of the cooperative by posting in a conspicuous place in the Cooperative’s office or by publication distributed by the Cooperative to its members.
J.The obligation of the Cooperative to account for and make allocations of capital furnished by members is established in this section and Article VIII/Section 2 following shall apply only to the furnishing of retail services and user members.
All amounts received by the Cooperative, other than amounts received from members for the furnishing of telephone and other communication services to the members, will be non-member income and will not be allocated to members’ capital accounts or distributed to members until either the Board of Directors and the members approve a plan of dissolution pursuant to the dissolution provisions of the Illinois General Not-For-Profit Corporation Act of 1986, as amended, or the Board of Directors approves a distribution prior to dissolution, pursuant to the Illinois General Not-For-Profit Corporation Act of 1986 as amended. Until allocated, all margins derived from non-member income and not used to offset any losses incurred during the current or any prior fiscal year will be shown on the books and records of the Cooperative as “unallocated capital”.
It is the duty of all members of the Cooperative, their heirs, executors, administrators and assigns, to notify the Cooperative at its main offices of their address, and the Cooperative shall not be required to investigate or attempt to locate the executor, administrator, spouse, next of kin or assign of any member, nor the owner or owners, creditors or any representatives who may be entitled to receive payment of the capital credits. The Cooperative may regard any member who cannot be located by letter written to said member at his or its last address listed in the books of the Cooperative as “not found.” In the event such member cannot be found, the Cooperative shall retain such funds allocated toward the payment of capital credits for a period of five (5) years as a credit to the capital account of such member who cannot be found. If such capital credits are not properly claimed by the member or the member’s heirs, executors, administrators and assigns, the board may then allocate such funds in a manner they deem to be proper and not in conflict with the bylaws of the Cooperative, the laws of the State and Federal Government and the rules and regulations of any governing body or agency. In the event any member entitled to capital contribution refund is indebted to the Cooperative for any reason exclusive of current telecommunication service bill but including any claims the Cooperative may have against such member, liquidated or unliquidated, the Cooperative may deduct the amount of such indebtedness from the capital contribution refund and remit the balance to such member.
Section 3. Patronage Capital in Connection with Furnishing Other Services. In the event that the Cooperative should engage in the business of furnishing goods or services other than telecommunications and information services, all amounts received and receivable therefrom which are in excess of costs and expenses properly chargeable against the furnishing of such goods or services shall, insofar as permitted by law, be prorated annually on a patronage basis and returned to those members from whom such amounts were obtained at such time and in such order of priority as the board shall determine.
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ARTICLE IX - DISPOSITION OF PROPERTY
Section 1. General Provisions. The Cooperative may not sell, mortgage, lease, or otherwise dispose of or encumber all or any substantial portions of its property unless such sale, mortgage, lease, or other disposition or encumbrance is authorized at a meeting of the members thereof by the affirmative vote of not less than two-thirds (2/3) of all of the members of the Cooperative and, unless 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 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 to the United States of America, any of its instrumentalities, or agencies, or any other lending institution approved by the Board of Directors.
Section 2. Dissolution. Dissolution of the Cooperative will be as provided by statute, unless otherwise provided in these bylaws.
Section 3. Distribution of Surplus Assets on Sale or Dissolution. Any assets remaining after all debts and liabilities of the Cooperative have been paid shall be disposed of pursuant to the provisions of Article II/Section 1 above; provided, however, that if in the judgment of the board the amount of such surplus relatively is too small to justify the expense of making such widespread distribution, the board may, in lieu thereof, donate or provide for the donation of such surplus to one or more non-profit, charitable or educational organizations that are exempt from federal income taxation.
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ARTICLE X - FINANCIAL TRANSACTIONS
Section 1. Contracts. Except as otherwise provided in these bylaws, the board may authorized any officer or officers, agent or agents to enter into any contract or execute and delivery any instrument in the name and on behalf of the Cooperative, and such authority may be general or confined 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, 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 Utilities Service of the United States of America advising them of the date upon which the proposed change in the rates charged by the Cooperative for telecommunication services becomes 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 day of December of the same year.
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ARTICLE XI - MISCELLANEOUS
Section 1. Membership in Other Organizations. The Cooperative may, upon the authorization of two-thirds (2/3) of the Board of Directors, purchase stock in or become a member of any corporation or organization or acquire property and telecommunication territory for the purpose of engaging in or furthering the cause of area wide telecommunication service, or for the purpose of acquiring telecommunications facilities or assuring more adequate telecommunication service to its members.
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 wavier of notice of such meeting by such member or board member, except in case a member or board member shall attend a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting has not been lawfully called or convened.
Section 3. Voting Entities. Voting by proxy shall be prohibited. All action by the member shall be taken at annual or special meetings. Voting by members other than members who are natural persons shall be allowed upon the presentation to the Cooperative, prior to or upon registration at each member meeting, of satisfactory evidence entitling the person presenting it to vote.
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 Utility Service of the United States of America. The board shall also cause to be made by a certified public accountant a full and complete annual audit of the accounts, books, and financial condition of the Cooperative. The results of such audit shall be reported to the members at the next following annual meeting.
Section 5. Area Coverage. The board shall make diligent effort to see that telecommunication services are 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 to such service.
Section 6. Lien and Setoff. The Cooperative shall have a continuing lien against the patronage capital allocated and credited to any member for any indebtedness due and owing from such member to the Cooperative and such indebtedness, to the extent of such capital so allocated and credited upon which the Cooperative has a lien, shall not be extinguished by the bankruptcy of said member or lapse of time, but shall be set off against any capital allocated and credited to said member in any retirement thereof made hereunder to said member or to his estate or heirs or surviving joint member.
Section 7. Corporate Seal. The corporate seal of the Cooperative shall have inscribed thereon the name of the Cooperative and the words “Corporate Seal, Illinois.”
Section 8. Rules and Regulations. The Board shall have power to make and adopt such rules and regulations, not inconsistent with law, the Articles of Incorporation, or these bylaws, as it may deem advisable for the management of the business and the affairs of the Cooperative.
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ARTICLE XII - EASEMENTS FOR COOPERATIVE TELECOMMUNICATION FACILITIES
Section 1. Granting of Easements. Members shall grant easements to the Cooperative, without charge, over, under and on land owned by them for placing telecommunications facilities by the Cooperative. The owner reserves the right to reasonably direct the path of any easement across his or her property. Such easements will contain reasonable grantor-protectory clauses such as reimbursal for damage, removal and replacement at Cooperative expense to facilitate grantor development of property, and reimbursal of any and all damages incurred by grantor during construction and maintenance. The member agrees to execute any easement of right-of-way on a form furnished by the Cooperative.
Section 2. Applicants for membership who have demanded and received any sum of money, for alleged damages, arising out of the granting of right-or-way easements to the Cooperative, shall offer to repay the Cooperative such amount received from the Cooperative, at the time of making application. A determination shall be made as to whether or not such applicant’s property was actually damaged, in which case such amount of damages shall be deducted from the total refund. The amount of damages, if any, shall be determined by the board and their appraisement of such damages, if any, shall be final. Such refund or adjusted refund shall be paid by applicant to Cooperative before such services shall be established.
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ARTICLE XIII - AMENDMENTS
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; provided, further, that Section 5, Article III (relating to voting by members), Article IX (relating to disposition of property) and Article XIII (relating to amendment) of the bylaws may be altered, amended, or repealed only by the affirmative vote of not less than two-thirds of all of the members of the Cooperative.
TERRITORY SERVED BY YOUR TELEPHONE COOPERATIVE.
District and Exchange
1 Table Grove
2 Marietta & Smithfield
3 Summum
4 Ellisville & Fairview
5 Gilson & Maquon & Yates City
6 Williamsfield
7 Victoria
8 LaFayette
9 Altona & Bishop Hill
STATEMENT OF NONDISCRIMINATION
Mid Century Telephone Cooperative is the recipient of Federal financial assistance from the U.S. Department of Agriculture (USDA). The USDA prohibits discrimination in all its programs and activities on the basis of race, color, national origin, age, disability, and where applicable, sex, marital status, familial status, parental status, religion, sexual orientation, genetic information, political beliefs, reprisal, or because all or part of an individual’s income is derived from any public assistance program. (Not all prohibited bases apply to all programs.) Persons with disabilities who require alternative means for communication of program information (Braille, large print, audiotape, etc.) should contact USDA’s TARGET Center at (202) 720-2600 (voice and TDD). To file a complaint of discrimination, write to USDA, Director, Office of Civil Rights, 1400 Independence Avenue, S.W., Washington, D.C. 20250-9410, or call toll free (800) 795-3272 (voice) or (202)720- 6382 (TDD). USDA is an equal opportunity provider and employer.
Mid Century Telephone Co-operative
P.O. Box 380 • 285 Mid Century Lane
Fairview, Illinois 61432
(309) 778-8611
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