THE BUCKEYE RURAL ELECTRIC COOPERATIVE, INC.
Code of Regulations
ARTICLE I MEMBERSHIP
Any person, whether a natural person or a firm, association, corporation, partnership, body politic or subdivision thereof, will become a member of Buckeye Rural Electric Cooperative (hereinafter called the “Cooperative”) upon receipt of electrical service from the Cooperative, provided that he/she or it has first:
(a) Made a written application for membership therein;
(b) Agreed to purchase from the Cooperative electric power and/or energy as hereinafter specified;
(c) Agreed to comply with and be bound by the Articles of Incorporation and Code of Regulations of the Cooperative and any rules and regulations adopted by the Board of Trustees of the Cooperative (hereinafter sometimes called the “Board”); and;
No member may hold more than one voting membership in the Cooperative and no membership in the Cooperative shall be transferable, except as provided in this Code of Regulations.
The term “member” shall include the spouse of the person whose name appears on the membership certificate. Adults who are unmarried and living in the same residence may have the option to become joint members as may be set forth in the Cooperative Policies as adopted by the Board. All rights, privileges, and liabilities of membership shall apply equally to joint members, with the exception of the following:
(a) Notice to either shall constitute notice to both.
(b) Expulsion of either shall terminate the joint membership. (c) Withdrawal of either shall terminate the joint membership.
(d) Either, but not both, may be elected or appointed as an officer or board member, provided that both meet the qualifications for such office.
(e) A waiver of notice, signed by either or both, shall constitute a joint waiver.
(f) 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.
(g) The principle of one member one vote shall continue to apply so that the vote of either separately or both jointly shall constitute one vote. Nothing in this amendment shall be construed as so to allow members in a joint membership to be entitled to more than one joint vote on any one matter.
(h) Should spouses choose not to be joint members then only the one of them who has signed the membership shall be deemed a member
Each member shall, as soon as electric energy shall be available, purchase from the cooperative all electric energy purchased for use on the premises specified in his/her application for membership, and shall pay
therefore at rates which shall from time to time be fixed by the Board. Production or use of electric energy 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.
(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, this Code of Regulations, 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/her 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.
(b) Upon the withdrawal, death, cessation of existence, cessation of the Cooperative’s electric service to, or expulsion of a member, the membership of such member shall thereupon terminate, and the membership certificate of such member shall be surrendered forthwith to the Cooperative. The Board may adopt uniform rules governing the membership status of persons whose electric service is temporarily discontinued by the Cooperative. Termination of membership in any manner shall not release a member or his/her estate from any debts or obligations due the Cooperative.
(c) 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.
(a) The Cooperative shall extend electric service to all persons, whether members or nonmembers, within the Cooperative’s service area who (i) desire such service and (ii) meet all requirements established by the Cooperative as a condition of such service. Conditions of service shall be set forth in the rules and regulations of the Cooperative. All such rules and regulations shall be just, reasonable and not unreasonably discriminatory or preferential. No discrimination or preferences shall be made between member and non-member patrons of the Cooperative with respect to rates or terms or conditions of service. As used in this Code of Regulations, the term “service area” shall mean the entire geographic area within the Cooperative’s territorial boundaries as described and on file with the Public Utilities Commission of Ohio or any other regulatory body exercising jurisdiction thereof. Nothing herein shall prohibit the Cooperative from altering said geographic area when the service of electric power is economically not possible.
(b) Nothing contained in this Code of Regulations, in the Cooperative’s rules and regulations, policies, or otherwise, shall be construed to prevent the Cooperative from selling electric power and/or energy or otherwise rendering electric service to non-members or to prohibit the Cooperative from entering into and performing franchises or other contracts with political subdivisions, bodies politic, or governmental agencies or instrumentalities, which franchises or contracts provide for the selling of electric power and/or energy or otherwise rendering electric service to any such subdivisions, bodies, agencies, instrumentalities or the citizens thereof.
ARTICLE II RIGHTS AND LIABILITIES OF MEMBERS
Upon dissolution, after:
(a) All debts and liabilities of the Cooperative have been paid, and;
(b) All capital furnished through patronage has been retired as provided in this Code of Regulations, 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 ten years next preceding the date of the filing of the certificate of dissolution.
ARTICLE III MEETING OF MEMBERS
The annual meeting of the members shall be held during the months of August, September or October in each year beginning with the year 1995 at such place within the service area of 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 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. In the event that such annual meeting is not held, for any reason, a special meeting may be held in lieu thereof, as soon thereafter as convenient, and any business transactions or elections held at such meeting shall be valid as if transacted or held at the annual meeting.
For all matters to be voted upon by the members by mail, the Secretary shall prepare or cause to be prepared, a ballot that lists the nominees for Trustees, nominated as specified in Article IV, Section 4 of this Code of Regulations, and all other matters to be voted on by the members.
The ballot shall be mailed to the members in a reasonable amount of time prior to the time that voting is to conclude. The mailing shall include, with the ballot, a designation of the date and time before which the ballot must be returned, as well as a designation of the location where, and the manner in which, the ballot shall be returned.
The aforesaid information may be notated directly on the ballot. Ballots that are received after the date and time designated, or in a manner or location other than the manner and location designated in said mailing, will not be counted.
The ballot shall be deemed to be delivered to the member when deposited in the United States mail, addressed to the member at his/her address as it appears on the records of the Cooperative, with postage thereon prepaid. Such ballot may be given by inserting the same in the official publication of the Cooperative and mailed as hereinbefore described. The failure of any member to receive a ballot shall not invalidate the results of any such matter to be voted upon.
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 meeting:
- Reading of the notice of the meeting and proof of the due publication or mailing thereof, or waiver or waivers of notice of the meeting, as the case may be;
- Reading of unapproved minutes of previous meetings of the members and the taking of necessary action thereon;
- Presentation and consideration of reports of officers, board members and committees;
- Election of board members;
- Unfinished business;
- New business;
ARTICLE IV BOARD OF TRUSTEES
The Board shall divide the service area of the Cooperative into five (5) districts as follows: District I-Lawrence County; District II-Gallia County; District III-Jackson County; District IV-Meigs, Vinton and Athens Counties; District V-Pike, Scioto and Ross Counties. The Board shall have the power to change the boundaries of such districts whenever in their opinion the purpose of this section requires such a change. Districts I, II and III shall be represented by two board members from each district; District IV shall be represented by not less than two nor more than four board members; District V shall be represented by one board member. The board members shall be elected each year by secret ballot at the annual meeting held (in off years) by the members or at any meeting held in lieu thereof as hereinbefore provided by and from the members to serve for a term of six (6) years or until their successor shall have been elected and shall have qualified subject to the provisions of this Code of Regulations with respect to the removal of board members. Board members shall be elected by a plurality vote of the members.
No person shall be eligible to become or remain a member of the Board who is not an active member and bona fide resident in the particular district within or contingent to the service area of the Cooperative which he/she is to represent or is in any way employed by or financially interested in a competing enterprise or a business selling electric power and/or energy or supplies to the Cooperative or a business primarily engaged in selling electrical or plumbing appliances, fixtures or supplies to the members of the Cooperative.
Nothing contained in this section shall affect in any manner whatsoever the validity of any action taken by the Board.
The committee shall prepare and post at the principal office of the Cooperative at least one hundred twenty (120) calendar days before the meeting of the members a list of nominations for board membership, which shall include at least one candidate from each district for each position for a board member representing such district, which is to be filled at the next annual meeting of members, or at any meeting held in lieu thereof as hereinbefore provided.
Any twenty-five (25) or more members may make other nominations by petition not less than one hundred five (105) calendar days prior to the meeting of the members. The Secretary shall post such other nominations at the same place where the list of nominations made by the committee is posted, and the Secretary shall include, with the notice of the election, the names and addresses of any persons so nominated.
No person shall be voted upon for membership on the Board who has not signified his/her willingness to serve, and who is not in compliance with any candidate qualifications set forth in the policies of the Cooperative.
The Secretary shall be responsible for mailing, with the notice of the meeting of the members, a statement of the number of board members to be elected and the names and addresses of the candidates.
Nothing contained in this section shall affect in any manner whatsoever the validity of any election of board members, or any action taken by the Board.
ARTICLE V MEETINGS OF BOARD OF TRUSTEES
A majority of the Board shall constitute a quorum provided that if less than such a majority of the Board is present at said meeting. A majority of the Board present may adjourn the meeting from time to time provided that the Secretary or his/her duly authorized representative 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 this Code of Regulations.
ARTICLE VI OFFICERS
The President shall:
(a) be the principal executive officer of the Cooperative and unless otherwise determined by the members or the Board shall preside at all meetings of the members and the Board;
(b) on behalf of the Cooperative, subject to the direction and instruction of the Board, sign with the Secretary certificates of membership and may sign deeds, mortgages, deeds of trust, notes, bonds, financing statements, security agreements, contacts or other instruments, except in cases in which the signing and execution thereof shall be expressly delegated by the Board or by the Code of Regulations to some other officer or agent of the Cooperative or shall be required by law to be otherwise signed or executed;
(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.
The Secretary shall be responsible for:
(a) supervising or seeing to the keeping of the minutes of the meetings of the members and of the Board in books provided for that purpose;
(b) seeing that all notices are duly given in accordance with the Code of Regulations or as required by law;
(c) the safe keeping of the cooperate books and records and affixing the seal of the Cooperative or a facsimile thereof 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 the Code of Regulations;
(d) keeping a register of the names and post office addresses of all the members;
(e) signing with the President certificates of membership;
(f) keeping on file at all times a complete copy of Articles of Incorporation and Code of Regulations 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 Code of Regulations and all amendments to 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 by the Board.
The Treasurer shall be responsible for:
(a) custody of all funds 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 this Code of Regulations; and
(c) the general performance of all duties incident to the office of the Treasurer, and such other duties as from time to time may be assigned to him/her by the Board.
The General Manager shall:
(a) be the chief administration officer responsible for the general direction, coordination and control of all operations in accordance with the policies adopted by the Board, subject to the direction and instruction of the Board;
(b) have supervision over and be responsible for the operations of the Cooperative and in performing this duty carry out and administer the policies adopted by the Board;
(c) prepare for the Board of Trustees such reports and budgets necessary to inform the Board concerning the operation of the Cooperative; and
(d) in general, perform all duties incident to the office of General Manager as chief administrative officer and perform such other duties as may from time to time be assigned to him/her by the Board.
ARTICLE VII NON-PROFIT OPERATION
Notwithstanding any provision of this Article VII, the amount to be credited to the capital of members on account of their patronage shall be the greater of alternative minimum taxable income or regular taxable income resulting from their patronage as determined under Federal income tax law.
Funds and amounts other than operating margins received by this Cooperative that exceed this Cooperative’s costs and expenses may be:
- allocated as capital credits to patrons in the same manner as this Cooperative allocates capital credits to Patrons; or
- used by this Cooperative as permanent, non-allocated capital.
* This does not apply as long as BREC is a RUS borrower.
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 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. The Board shall determine the method, basis, priority and order of retirement, if any, for all amounts heretofore and hereafter furnished as capital.
Provided, however, that the Board of Trustees shall have the power to adopt rules providing for the separate retirement of that portion “power supply or other service or supply portion” of capital credited to the accounts of members which corresponds to capital credited to the account of the Cooperative by an organization furnishing power supply or any other service or supply to the Cooperative. Such rules shall (a) establish a method for determining the portion of such capital credited to each member for each applicable fiscal year, (b) provide for separate identification on the Cooperative’s books of such portions of capital credited to the Cooperative’s members, (c) provide for appropriate notifications to members with respect to such portions of capital credited to their accounts and (d) preclude a general retirement of such portions of capital to members for any fiscal year prior to the general retirement of other capital credited to members for the same year or of any capital credited to members for any prior fiscal year.
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 a part of such a member’s premises served by the Cooperative unless the Board, acting under policies of general application, shall determine otherwise.
Notwithstanding any other provisions of this Code of Regulations, the Board at its discretion shall have the power at any time upon the death of any member, if the legal representatives of his/her estate shall request in writing that the capital credited to any such member be retired prior to the time such capital would otherwise be retired under the provision of this Code of Regulations, 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 representatives of such member’s estate shall agree upon; provided, however, that the financial condition of the Cooperative will not be impaired thereby.
Notwithstanding any other provision of the Code of Regulation or other provision of the membership certificate, if any patron or former patron fails to claim any cash retirement of capital credits or other payment from the Cooperative within four years after payment of the same has been made available by notice or check mailed to the last address furnished to the Cooperative, such failure shall be and constitutes an irrevocable assignment and gift by such patron of such capital credit or other payment to the Cooperative. Failure to claim any such payment within the meaning of this section shall include the failure by such patron or former patron to cash any check mailed by the Cooperative at the last address furnished to the Cooperative. The assignment and gift provided for under this section shall become effective only upon the expiration of four (4) years from the date when such payment was made available to such patron or former patron without claim therefore and only after the further expiration of sixty (60) days following the giving of notice by mail and publication that unless such payment is claimed within said sixty (60) day period, such gift to the Cooperative shall become effective. The notice by mail herein provided for shall be one mailed by the Cooperative to such patron or former patron at the last known address and the notice by publication shall be two (2) consecutive insertions in a newspaper circulated in the service area of the Cooperative, which may be the Cooperative newsletter. The sixty (60) day period following the giving of such or sixty (60) days following the last date of publication thereof, whichever is later.
The patrons of the Cooperative, by dealing with the Cooperative, acknowledge that the terms and provisions of the Articles of Incorporation and Code of Regulations 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 Code of Regulation shall be called to the attention of each patron of the Cooperative by posting in a conspicuous place in the Cooperative’s office.
ARTICLE VIII DISPOSITION OF PROPERTY
Notwithstanding the foregoing provisions of this Article, nothing contained herein shall be deemed or construed to prohibit an exchange of electric plant facilities for electrical plant facilities of another electric company when in the judgement of the Board such facilities are of approximately equal value, but in no event shall the value of the Cooperative’s facilities so exchanged within any 12 month period exceed 10% of the total electric plant of the Cooperative.
ARTICLE IX SEAL
ARTICLE X FINANCIAL TRANSACTIONS
ARTICLE XI MISCELLANEOUS
ARTICLE XII AMENDMENTS
ARTICLE XIII INDEMNIFICATION OF BOARD MEMBERS AND OFFICERS
(a) is adjudicated or determined not to have been negligent or guilty of misconduct in the performance of duties to the Cooperative or the corporation of which he/she is or was a trustee, director or officer;
(b) is determined to have acted in good faith in what the individual reasonably believed to be the best interest of such corporation, and;
(c) in any matter the subject of a criminal action, suit or proceeding is determined to have had no reasonable cause to believe that the individual conduct was unlawful.
The determination as to (b) and (c) and in the absence of adjudication as to (a) by a court of competent jurisdiction, the determination as to (a) shall be made by the Board acting at a meeting at which a quorum is present consisting of the board members who are not parties to or threatened with any such action, suit, or proceeding as that giving rise to the matter. Any board member who is a party to or threatened with any such action, suit or proceeding shall not be qualified to vote and, if for this reason a quorum of the Board cannot be obtained to vote on such indemnification, no indemnification shall be made unless a determination is made as to (a), (b) and (c) above by the Executive Committee of Ohio Rural Electric Cooperatives, Inc. acting at a meeting thereof at which a quorum consisting of the members of said committee who are not trustees, directors or officers of the indemnifying corporation are present. Any member of said Executive Committee who is a trustee, director or officer of the indemnifying corporation shall not be qualified to vote and, if for this reason a quorum of members of the Executive Committee of said Executive Committee cannot be obtained to vote on such indemnification, the matter shall be submitted to an arbitrator appointed pursuant to the rules of the American Arbitration Association for determination, and said arbitration shall be conducted in accordance with the rules of said Association. Such indemnification shall be made with respect to adjudication other than on the merits and shall extend to settlements and compromises.
The right of indemnification provided for by Section 1 of the ARTICLE XIII shall not be exclusive of any other rights to which a board member, trustee, director or officer may be entitled under any law, agreement, vote of shareholders, vote of members, any insurance purchased by the Cooperative, or otherwise.