By Laws/Statement of Nondiscrimination

As amended October 2, 2021.

Purpose: The aim of Southwest Electric Cooperative, Inc., (hereinafter called the “Cooperative”) is to make electric energy available to its shareholders (hereinafter called “Members”), at the lowest cost consistent with sound economy and good management. Toward that end, the Cooperative does hereby adopt the following By-Laws:

1.01. Classes of Membership. There shall be two (2) classes of membership in the cooperative as follows: (a) Class I members shall be those persons, firms, corporations or body-politics that become customers of the Cooperative and who meet the membership requirements as set forth in Section 1.01.1 and 1.01.3 of these By-Laws; (b) Class II members shall be those persons, firms, corporations or body-politics which become customers of a wholly owned corporate subsidiary of the Cooperative to which the Cooperative furnished electrical energy and who meets the requirements set for the in Section 1.01.2 and 1.01.3 of these By-Laws.

Section 1.01.1. Qualifications and Obligations – Class I Members. Any person, firm, corporation or body- political may become a Class I member of the Cooperative by: (a) making the required application for membership therein and paying the membership fee as herein specified; (b) agreeing to purchase from the Cooperative the amount of electric energy hereinafter specified; (c) signing easements as required; and (d) agreeing to comply with and be bound by the Articles of Incorporation of the Cooperative, these By-Laws and the amendments thereto and such rules and regulations as made from time to time be adopted by the Board of Directors.

Section 1.01.2. Qualifications and Obligations - Class II Members. Any person, firm, corporation or body-politic may become a Class II member of the Cooperative by: (a) making the required application for membership therein and paving the membership fee as hereinafter specified: (b) agreeing to purchase from a wholly owned corporate subsidiary of the Cooperative, the amount of electrical energy hereinafter specified; (c) sign easements as required; and (d) agreeing to comply with and be bound by the Articles of Incorporation of the Cooperative and these By-Laws of the subsidiary from which electrical energy is to be purchased, and all amendments hereto and such rules and regulations as may from time to time be adopted by the Board of Directors of the Cooperative or of the subsidiary.

Section 1.01.3. No person, firm, corporation or body-politic may become a member unless and until his or its application for membership has been accepted for membership by the Board of Directors or the members. All applications received more than ninety (90) days prior to the annual meeting and which have not been accepted by the Board of Directors shall be submitted by the Secretary to such meeting of the members and subject to compliance by the applicant with the condition set forth in Subdivisions A,B,C and D of section 1.01 or 1.01.2, such application for membership may be accepted by vote of the members at such meeting. The Secretary shall give any such applicant at least ten (10) days prior notice of the members’ meeting to which his application will be submitted and such application may be present and heard at the meeting. No person firm, corporation or body-politic may own more than one (1) membership in the Cooperative or hold more than one (1) class of membership. Unless the context otherwise requires, all references in these By-Laws to “member” or “members” or “membership” shall include both Class I and Class II members; and unless the context otherwise requires, all references to the “Cooperative” shall also include wholly owned corporate subsidiaries of the Cooperative.

Section 1.02. Joint Membership. A husband and wife, by specifically so requesting in writing, may be accepted into joint membership or if one of them is already a member, may automatically convert such membership into a joint membership. The words “Member,” “Applicant,” “Person,” “His,” and “Him” as used in these By-Laws shall include a husband and wife applying for and holding a joint membership, unless otherwise clearly distinguished in the text; and all provisions relating to the rights, powers, terms, conditions, obligations, responsibilities and liabilities of membership shall apply equally, severally and jointly to them. Without limiting the generality of the foregoing:

A. The presence at a meeting of either or both shall constitute the presence of one member and a joint waiver of notice of meeting;

B. The vote of either or both shall constitute, respectively, one joint vote: provided that if both are present, but in disagreement on such vote, each shall cast only one-half (1/2) vote;

C. Notice to or waiver of notice signed by either or both shall constitute, respectively, a joint notice or waiver of notice;    

D. Suspension or termination in any manner of either shall constitute, respectively, suspension or termination of the joint membership;

E. Either, but not both concurrently, shall be eligible to serve as a Director of the Cooperative, but only if both meet the equalizations required therefore;

F. Neither will be permitted to have any additional service connections, except through their one joint membership.

Section 1.03. Membership by Corporation, Partnership or Body-Politics. A membership standing in the name of corporation, domestic or foreign, may be voted by such officer or agent as the By-Laws of such corporation may prescribe, or in the absence of such provision, as the Board of Directors of such corporation may determine. A membership standing the name of a partnership, general or limited may be voted by any general partner as provided in the partnership agreement, or, in the absence of such provision as determined by the partners as provided by the management provisions of the partnership agreement, or, in the absence of a written agreement, as may be determined by the requisite majority of the general partners under the Uniform Partnership Act of Missouri. A membership standing in the name of body-politics as may be determined by the governing body.

Section 1.04. Application for Membership – Renewal of Prior Application. An application for membership – wherein the applicant shall agree to purchase electric power and energy from the Cooperative (or a subsidiary of the Cooperative) and to be bound by and to comply with all of the other provisions of the Cooperative’s Articles of Incorporation and By-Laws (and/or wholly owned subsidiaries of the Cooperative) and all rules, regulations and rate schedules established by the Board of Directors of the Cooperative as the same then exist or may thereafter be in effect as a result of duly adopted amendments (“the Membership Obligations”) – shall be in writing on such form as is provided for such Application by the Cooperative. Such Application may, in the discretion of the Cooperative, be delivered and signed electronically as authorized by the Electronic Signatures in Global and National Commerce Act of 2000 (“the eSign Act”) as now in effect or as such Act may hereafter be amended from time to time, and pursuant to all other provisions of federal or state law relating to electronic signatures. With respect to any particular classification of service which the Board of Directors shall require, such application shall be accompanied by a supplemental contract executed by the applicant on such form as is provided by the Cooperative. Such contract may be in electronic form and executed by electronic signature the same as membership applications. The membership application shall be accompanied by the membership fee, service security deposit, service connection deposit or fee, facilities extension deposit, and/or contribution in aid of construction as may be required by the Cooperative pursuant to the provisions of Section 1.05 of these By-Laws. With prior approval of the Cooperative, such payment may be made by electronic funds transfer. Any former member of the Cooperative may, by the sole act of paying a new membership fee and the required deposits or costs together with any past-due accounts for services or products that are then due the Cooperative (together with interest thereon at the rate that a judgment rendered in the State of Missouri bears as provided by Missouri Law as in effect from time to time), renew and reactive any prior application for membership to the same effect as though the application had been newly made on the day of such payments.

Section 1.05. Membership Fee, Service Security and Facilities Extension Deposits, Contribution in Aid of Construction. The membership fee shall be as fixed from time to time by the Board of Directors. The membership fee, (together with any service security deposit, service connection deposit or fee, facilities extension deposit, contribution in aid of construction, or any combination thereof, if required by the Cooperative) shall entitle the member to one service connection. A service connection deposit or fee in such amount as shall be prescribed by the Cooperative (together with a service security deposit, a facilities extension deposit, or a contribution in aid of construction, or any combination thereof, if required by the Cooperative) shall be paid by the member for each additional service connection requested by him.

Section 1.06. Purchase of electric energy; Power production by Member; Application of payments to all accounts. The Cooperative shall use reasonable diligence to furnish its members with adequate and dependable electric service, although it cannot and therefore does not guarantee a continuous and uninterrupted supply thereof; and each member shall, as soon as electric energy shall be available, purchase from the Cooperative all electric energy purchased for use on the premises referred to in the application of such member for membership and shall pay therefore monthly at rates which shall from time to time be fixed by resolution of the Board of Directors; provided, however, that the electric energy which the Cooperative shall furnish to any member may be limited to such an amount as the Board of Directors shall from time to time determine, and that such member shall pay to the Cooperative such minimum amount per month as may be fixed by the Board of Directors from time to time, regardless of the amount of electric energy consumed. Production or use of electric energy on such premises, regardless of the source thereof, by means of facilities which shall be interconnected with the Cooperative’s facilities, shall be subject to appropriate regulations as shall be fixed from time to time by the Board of Directors of the Cooperative. Each member shall also pay all obligations which may from time to time become due and payable by such member to the Cooperative and when the same becomes due and payable. When the member has more than one service connection from the Cooperative, any payment by him for service from the Cooperative shall be deemed to be allocated and credited on a pro rata basis to his outstanding accounts for all such service connections, notwithstanding that the Cooperative’s actual accounting procedures do not reflect such allocation and proration.

Section 1.07. Wiring of Premises; Responsibility Therefore; Responsibility for Meter Tampering or By-Passing, and for Damage to Cooperative Property; Extent of Cooperative Responsibilities; Indemnification. Each member shall cause all premises receiving electric service in pursuant to his membership to become and remain wired in accordance with all applicable State, County, or Local Codes, and of all standards adopted by the Cooperative.  Should any specifications by variant, the more exacting standards shall prevail.  Each member shall be responsible for and shall indemnify the Cooperative and its employees, agents, and independent contractors against death, injury, loss or damage resulting from any defect in or improper use or maintenance of such premises, and all wiring and apparatus connected thereto or used thereon.  Each member shall make available to the Cooperative a suitable site as determined by the Cooperative whereon to place the Cooperative’s physical facilities for the furnishing and metering of electric service, and shall permit the Cooperative’s authorized employees, agents and independent contractors to have access thereto safely and without interference from hostile dogs or any other hostile source for meter reading, bill collecting and for inspection, maintenance, replacement, relocation, repair or disconnection of such facilities at all reasonable times.  Each member shall be the Cooperative’s bailee of such facilities and shall accordingly refrain from interfering with, impairing the operation of, or causing damage to such facility, and shall use his best efforts to prevent others from doing so, Each member shall also provide such protective devices to his premises, apparatuses or meter base as the Cooperative shall from time to time require in order to protect the Cooperative’s physical facilities and their operation, and to prevent any interference with or damage to such facilities.  Should such facilities be interfered with, impaired in their operation, or damaged by the member or by any other person when the member’s reasonable care and surveillance should have prevented the same, the member shall indemnify the Cooperative and its employees, agents and independent contractors against death, injury, loss or damage resulting there from, including, but not limited to, the Cooperative’s cost of repairing, replacing or relocating any such facilities, and its loss if any of revenues resulting from the failure or defective functioning of its metering equipment.  The Cooperative shall, however, in accordance with its applicable services rules and regulations, indemnify the member for any overcharges for service that may result from a malfunctioning of its metering equipment or any error occurring in the Cooperative’s billing procedures.  In no event shall the responsibility of the Cooperative for furnishing electric service extend beyond the point of delivery.

Section 1.08. Non-liability for debts of the Cooperative. The private property of the members shall be exempt from execution for the debts of the cooperative and no member shall be individually responsible for any debts or liabilities of the Cooperative.

Section 1.09. Excess payments to be credited as membership capital. All amounts paid for electric service in excess of the costs thereof shall be furnished by members as capital and each member shall be credited with the capital so furnished as provided in Article IX of these By-Laws; provided, however, that all municipal franchise or gross receipt taxes, income taxes, if any, or other taxes or assessments paid by a subsidiary of the Cooperative shall be offset against the capital credits of Class II members before establishing the amount thereof due said class II members.

Section 1.10. Suspension; Reinstatement. Upon his failure, after the expiration of the initial time limit prescribed either in a specific notice to him or in the Cooperative’s generally publicized applicable rules and regulations, to pay any amounts due the Cooperative or to cease any other noncompliance with his membership obligations, a person’s membership shall automatically be suspended; and he shall not during such suspension be entitled to receive electric service from the Cooperative or to cast a vote at any meeting of the members. Payment of all amounts due the Cooperative, including any additional charges required for such reinstatement, and /or cessation of any other noncompliance with his membership obligations within the final time limit provided in such notice or rules and regulations shall automatically reinstate the membership, in which event the member shall thereafter be entitled to receive electric services from the Cooperative and to vote at the meetings of its members.

Section 1.11. Termination by Expulsion; Renewed Membership. Upon failure of a suspended member to be automatically reinstated to membership as provided in Section 1.10 he may, without further notice, but only after due hearing if such is requested by him, be expelled by resolution of the Board of Directors at any subsequently held regular or special meeting of the Board. Any person so expelled may, by delivering written notice to that effect to the Cooperative at least ten (10) days prior to the next meeting of the members, appeal to and be present and heard at such meeting, which may vote approval of such expulsion or disapproval thereof, in which latter event such person’s membership shall be reinstated retroactively to the date of his expulsion. After any finally effective expulsion of a member, he may not again become a member except upon new application therefore duly approved as provided in Section 1.01. The Board of Directors, acting upon principles of general application in such cases, may establish such additional terms and conditions for renewed membership as it determines to be reasonably necessary to assure the applicants’ compliance with all his membership obligations.

Section 1.12. Termination by Withdrawal or Resignation. A member may withdraw from membership upon such generally applicable conditions as the Board of Directors shall prescribe and upon either (a) 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 the premises being furnished electric service pursuant to his membership, or (b) except when the Board of Directors specifically waives such condition, abandoning totally and permanently the use of central station electric service on such premises.

Section 1.13. Termination by Death or Cessation of Existence; Conditions of Membership in Remaining or New Partners. Except as provided in Section 1.15, the death of an individual human member shall automatically terminate his membership. The cessation of the legal existence of any other type of member shall automatically terminate such membership; provided, that upon the dissolution for any reason of a partnership, or upon the death, withdrawal or addition of any individual partner, such membership shall continue to be held by such remaining and /or new partner or partners as continue to own or directly to occupy or use the premises being furnished electric service pursuant to such membership in the same manner and to the same effect as though such membership had never been held by different partners. Provided further, that neither a withdrawing partner nor his estate shall be released from any debts then due the Cooperative.

Section 1.14. Effect of Termination. Upon the termination in any manner of a person’s membership, he or his estate, as the case may be, shall be entitled to refund of his membership fee (and to his service security deposit, if any, therefore paid the Cooperative), less any amounts due the Cooperative; but neither he nor his estate, as the case may be, shall be released from any debts or other obligations then remaining due the Cooperative. Notwithstanding the suspension or expulsion of a member, as provided for in Sections 1.10 and 1.11, such suspension or expulsion shall not, unless the Board of Directors shall expressly so elect, constitute such release of such person from his membership obligations as to entitle him to purchase from any other person any central station electric power and energy for use at the premises to which such service has theretofore been furnished by the Cooperative pursuant to such membership.

Section 1.15. Effect of Death, Legal Separation or Divorce upon a Joint Membership. Upon the death of either spouse of a joint membership, such membership shall continue to be held solely by the survivor, in the same manner and to the same effect as though such membership had never been joint; provided, that the estate of the deceased spouse shall not be released from any debts due the Cooperative. Upon the legal separation or divorce of the holders of a joint membership such membership shall continue to be held solely by the one who continues directly to occupy or use the premises covered by such membership in the same manner and to the same effect as though such membership had never been joint; provided, that the other spouse shall not be released from any debts due the Cooperative.

Section 1.16 Board Acknowledgment of Membership Termination; Acceptance of Members Retroactively. Upon the termination of a person’s membership for any reason, the Board of directors, so soon as practicable after such termination is made known to it, shall be appropriate resolution formally acknowledge such termination effective as of the date on which the Cooperative ceased furnishing electric service to such person. Upon discovery that the Cooperative has been furnishing electric service to any person other than a member, it shall cease furnishing such service unless such person applies for, and the Board of Directors approve, membership retroactively to the date on which such person first began receiving such service, in which event the Cooperative, to the extent practicable, shall correct its membership and all related records accordingly.

Article II - Meetings of Members

Section 2.01. Annual Meetings. The annual meetings of members shall be held in person, virtually, or both on a day between September 1 and October 31 in each year, at such place within the area served by the Cooperative as the Board of Directors may select, which place shall be designated in the notice of the meeting for the purpose of selecting Directors, passing upon reports covering the previous fiscal year and transacting such other business as may come before the meeting. If the election of Directors shall not be held on the day designated herein for any annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the members as soon thereafter as conveniently may be. Failure to hold the annual meeting at the designated time shall not work a forfeiture of dissolution of the Cooperative.

Section 2.02. Special Meetings. Special meetings of the members may be called by; resolution of the Board; by the President; any three directors or upon a written request signed by at least ten percent (10%) of all the members, and it shall thereupon be the duty of the Secretary to cause notice of such meeting to be given as hereinafter provided. Special meetings may be held at any place within the County of Polk, in the State of Missouri, specified in the notice of the special meeting.

Section 2.03. Written or printed notice stating the place, day and hour of meeting, and in case of a special meeting or annual meeting at which business requiring notice is to be transacted, the purpose or purposes for which the meeting is called shall be delivered not less than ten (10) days nor more than twenty-five (25) days before the date of the meeting, either personally or by mail, by or at the direction of the Secretary or by the persons calling the meeting to each member.  Any such notice delivered by mail may be included with member service billings or as an integral part of or with the Cooperative’s monthly newsletter and/or its monthly insert in Rural Missouri.  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 2.04. Quorum. Two percent (2%) of the first two thousand (2,000) members plus one percent (1%) of the remaining members being present shall constitute a quorum. If less than a quorum is present at any meeting a majority of those present may adjourn the meeting, from time to time, without further notice.

Section 2.05. Voting. Each member not suspended or terminated shall be entitled to (only) one vote. All questions shall be decided by vote of a majority of the members voting thereon by printed ballot, electronic ballot, absentee ballot, mail ballot, or any combination thereof, under procedures established by resolution of the Board of Directors, except as otherwise provided by law, the Articles of Incorporation or these By-Laws, and no member may vote by proxy. If a husband and wife hold joint membership, they shall be entitled to one vote; provided, however, that for the purpose of voting at the annual membership meeting or any special membership meeting, it shall be presumed that any membership standing in the name of a husband or wife is a joint membership entitling either the husband or wife if present at the meeting to one vote on any matter coming before the meeting. This presumption shall apply unless the Cooperative is notified to the contrary prior to the convening of the meeting.

Section 2.06. Credentials and Election Committee. The Board of Directors shall, at least ten (10) days before any meeting of the members, appoint a Credentials and Election Committee. The Committee shall consist of an uneven number of Cooperative members not less than three (3) nor more than five (5) who are not members of the Nominating committee or existing Cooperative employees, agents, officers, directors or known candidates for Director, and who are not close relatives or members of the same household thereof. In appointing the Committee, the Board shall have regard for the equitable representation of the several areas served by the Cooperative. The Committee shall elect its own chairman and secretary prior to the member meeting. 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, 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 irregularly 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 qualifications of candidates and the regularity of the nomination and election of directors), and to pass upon any protest or objection filed with respect to any election or to 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. In the event a protest or objection is filed concerning any election, such protest or objection must be filed during or 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 chairman, not less than seven (7) days after such protest or objection is filed. The committee shall hear such evidence as is presented by the protestor(s) or objector(s), who may be heard in person, virtually, by counsel, or any combination thereof, 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. 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.

Section 2.07. Order of Business. The order of business at the annual meeting of the members and, insofar as practicable or desirable, at all other meetings of the members shall be essentially as follows:

1) Report on the existence of a quorum;

2) Reading of the notice of the meeting and proof of the due giving thereof, or of the waiver or waivers of notice of the meeting, as the case may be;

3) Reading of unapproved minutes of previous meetings of the members and the taking of necessary action thereon;

4) Presentation and consideration of reports of officers, directors and committees;

5) Election of directors;

6) Unfinished business;

7) New business; and

8) Adjournment.

Article III - Directors

Section 3.01. General Powers. The business and affairs of the cooperative shall be managed by a Board of nine (9) Directors which shall exercise all of the powers of the Cooperative except such as are by law or by the Articles of Incorporation of the Cooperative or by these By-Laws conferred upon or reserved to the members.

Section 3.02. Directors to be elected by district. The territory served by the Cooperative shall be divided into nine (9) districts. One (1) Director shall be from each district. At the Cooperative annual meeting in 1973, a Director shall be elected from each of Districts 2, 5 and 7. At the annual meeting in 1974, a Director shall be elected from each of Districts 3, 6 and 9. At the annual meeting in 1975, a Director shall be elected from each of Districts 1, 4 and 8. Therefore, a Director shall be elected from each district at three-year intervals. The nine (9) Districts shall be as follows:

District 1: Beginning at the Northeast Corner of Section 1, Township 39, Range 17, in Camden County, Missouri; thence West to the Northwest Corner of Section 6, Township 39, Range 19, in Camden County, Missouri; thence South to the Southwest Corner of Section 31, Township 39, Range 19; thence East to the Southeast Corner of Section 36, Township 39, Range 18; thence North to the Northeast corner of said Section 36, Township 39, Range 18; thence East to the Southeast Corner of Section 29, Township 39, Range 17; thence South to the Southwest Corner of Section 33, Township 39, Range 17; thence East to the Southeast Corner of Section 36, Township 39, Range 17; thence North along the East line of Sections 36, 25, 24, 13, 12, and 1 to the point of beginning.

District 2: Beginning at the Northeast Corner of  Section 1, Township 38, Range 17, in Camden County, Missouri; thence West to the Northwest Corner of Section 4, Township 38, Range 17; thence North to the Northeast Corner of Section 32, Township 39, Range 17; thence West to the Northwest Corner of Section 31, Township 39, Range 17; thence South to the Southwest Corner of Section 31, Township 39, Range 17; thence West to the Northwest Corner of Section 6, Township 38, Range 19; thence North to the Northeast Corner of Section 1, Township 39, Range 20, in Benton County, Missouri; thence West to the Northwest Corner of Section 6, Township 39, Range 20; thence South to the Southwest Corner of Section 31, Township 37, Range 20, in Hickory County, Missouri; thence East to the Southeast Corner of Section 36, Township 37, Range, 20; thence North to the Northeast Corner of Section 1, Township 37, Range 20; thence East to the Southeast Corner of Section 36, Township 38, Range 17, in Camden County, Missouri; thence North along the East side of Sections 36, 25, 24, 13, 12, and 1 to the point of beginning.

District 3: Beginning at the Southeast Corner of Section 36, Township 40, Range 18, in Camden County, Missouri; thence North to the Northeast Corner of Section 1, Township 40, Range 18; thence West to the Northwest Corner of Section 6, Township 40, Range 21, in Benton County, Missouri; thence South to the Southwest Corner of Section 31, Township 40, Range 21; thence West to the Northwest Corner of Section 6, Township 39, Range 22; thence South to the Southwest Corner of Section 31, Township 39, Range 22; thence East to the Southeast Corner of Section 36, Township 39, Range 22; thence South to the Southwest Corner of Section 31, Township 38, Range 21, in Hickory County, Missouri; thence East to the Southeast Corner of Section 36, Township 38, Range 21; thence North to the Northeast Corner of Section 1, Township 39, Range 21, in Benton County, Missouri; thence East along the South line of Township 40, to the point of beginning.

District 4: Beginning at the Northeast Corner of Section 1, Township 40, Range 22, in Benton County, Missouri; thence West to the Northwest Corner of Section 6, Township 40, Range 23; thence South to the Southwest Corner of Section 31, Township 40, Range 23; thence West to the Northwest Corner of Section 6, Township 39, Range 24, in St. Clair County, Missouri; thence South to the Southwest Corner of Section 31, Township 35, Range 24, in Polk County, Missouri; thence East to the Southeast Corner of Section 36, Township 35, Range 24; thence North to the Northeast Corner of Section 1, Township 35, Range 24, in Hickory County, Missouri; thence East to the Southeast Corner of Section 36, Township 36, Range 23; thence North to the Northeast Corner of Section 13, Township 36, Range 23; thence East to the Southeast Corner of Section 8, Township 36, Range 22; thence North to the Northeast Corner of Section 5, Township 36, Range 22; thence East to the Southeast Corner of Section 36, Township 37, Range 22; thence North to the Northeast Corner of Section 1, Township 38, Range 22, in Benton County, Missouri; thence West to the Northwest Corner of Section 6, Township 38, Range 22; thence North to the Northeast Corner of Section 1, Township 39, Range 23; thence East to the Southeast Corner of Section 36, Township 40, Range 22; thence North along the East line of Range 22, to the point of beginning.

District 5: Beginning at the Northeast Corner of Section 1, Township 37, Range 17, in Camden County, Missouri; thence West to the Northwest Corner of  Section 6, Township 37, Range 19; thence South to the Southwest Corner of Section 31, Township 37, Range 19; thence West to the Northwest Corner of Section 6, Township 36, Range 20; thence North to the Northeast Corner of Section 1, Township 37, Range 21, in Hickory County, Missouri; thence West to the Northwest Corner of Section 6, Township 37, Range 21; thence South to the Southwest Corner of Section 31, Township 37 Range 21; thence West to the Northwest Corner of Section 1, Township 36, Range 22; thence South to the Southwest Corner of Section 36, Township 36, Range 22; thence East to the Southeast Corner of Section 36, Township 36, Range 22; thence South to the Southwest Corner of Section 31, Township 35, Range 21, in Polk County, Missouri; thence East to the Southeast Corner of Section 36, Township 35, Range 20; thence North to the Northeast Corner of Section 1, Township 35, Range 20, in Dallas County, Missouri; thence East to the Southeast Corner of Section 36, Township 36, Range 17, in Laclede County, Missouri; thence North along the East line of Range 17, to the point of beginning in Camden County, Missouri.

District 6: Beginning at the Northeast Corner of Section 1, Township 35, Range 17, in Laclede County, Missouri; thence West to the Northwest Corner of  Section 6, Township 35, Range 19, in Dallas County, Missouri; thence South to the Southwest Corner of Section 31, Township 35, Range 19; thence West to the Northwest Corner of Section 6, Township 34, Range 22, in Polk County, Missouri; thence South to the Southwest Corner of Section 31, Township 34, Range 22; thence East to the Southeast Corner of Section 36, Township 34, Range 21; thence South to the Southwest Corner of Section 31, Township 32, Range 20, in Dallas County, Missouri; thence East to the Southeast Corner of Section 36, Township 32, Range 18, in Webster County, Missouri; thence North to the Northeast Corner of Section 1, Township 34, Range 18, in Dallas County, Missouri; thence East to the Southeast Corner of Section 36, Township 35, Range 17, in Laclede County, Missouri; thence North along the East line of Range 17 to the point of beginning in Laclede County, Missouri.

District 7: Beginning at the Northeast Corner of Section 1, Township 33, Range 21, in Polk County, Missouri; thence West to the Northwest Corner of Section 6, Township 33, Range 22; thence South to the Southwest Corner of Section 31, Township 33, Range 22; thence West to the Northwest Corner of Section 6, Township 32, Range 23; thence North to the Northeast Corner of Section 1, Township 33, Range 24; thence West to the Northwest Corner of Section 5, Township 33, Range 25, in Cedar County, Missouri; thence South to the Southwest Corner of Section 32, Township 32, Range 25, in Dade County, Missouri; thence East to the Southeast Corner of Section 36, Township 32, Range 25; thence South to the Southwest Corner of Section 31, Township 31, Range 24; thence East to the Southeast Corner of Section 36, Township 31, Range 22; thence North to the Northeast Corner of Section 1, Township 31, Range 22, in Polk County, Missouri; thence East to the Southeast Corner of Section 36, Township 32, Range 21; thence North along the East line of Range 21, to the point of beginning.

District 8: Beginning at the Northeast Corner of Section 2, Township 36, Range 22, in Hickory County, Missouri; thence West to the Northwest Corner of Section 4, Township 36, Range 22; thence South to the Southwest Corner of Section 9, Township 36, Range 22; thence West to the Northwest Corner of Section 18, Township 36, Range 22; thence South to the Southwest Corner of Section 31, Township 36, Range 22; thence West to the Northwest Corner of Section 6, Township 35, Range 23; thence South to the Southwest Corner of Section 31, Township 35, Range 23, in Polk County, Missouri; thence West to the Northwest Corner of Section 5, Township 34, Range 25, in Cedar County, Missouri; thence South to the Southwest Corner of Section 32, Township 34, Range 25; thence East to the Southeast Corner of Section 36, Township 34, Range 24, in Polk County, Missouri; thence South to the Southwest Corner of Section 31, Township 33, Range 23; thence East to the Southeast Corner of Section 36, Township 33, Range 23; thence North to the Northeast Corner of Section 1, Township 34, Range 22; thence East to the Southeast Corner of Section 36, Township 35, Range 22; thence North to the Northeast Corner of Section 1, Township 35, Range 22, in Hickory County, Missouri; thence West to the Northwest Corner of Section 1, Township 35, Range 22; thence North to the point of beginning.

District 9: Beginning at the Northeast Corner of Section 1, Township 31, Range 19, in Dallas County, Missouri; thence West to the Northwest Corner of Section 6, Township 31, Range 21, in Polk County, Missouri; thence South to the Southwest Corner of Section 31, Township 31, Range 21, in Greene County, Missouri; thence West to the Northwest Corner of Section 6, Township 30, Range 22; thence South along the range line to the Southwest Corner of Section 31, Township 30, Range 22; thence East to the Northwest Corner of Section 6, Township 29, Range 22; thence South along the range line to the Southwest Corner of Section 31, Township 29, Range 22; thence East to the Southeast Corner of Section 36, Township 29, Range 19; thence North to the Northeast Corner of Section 1, Township 29, Range 19; thence West to the Southeast Corner of Section 36, Township 30, Range 19;  thence North along the range line to the point of beginning in Dallas County, Missouri.

The Board of Directors, not less than ninety (90) days prior to the annual meeting of the members may review the voting districts as constituted and if it should appear that any inequalities in representation have developed which can be corrected, said Board, by a two-thirds (2/3) majority vote, may reconstitute one (1) or more of the districts to equalize such representation of the members of the Cooperative; provided such revision of districts is approved by a majority of the members voting at the next annual meeting; and if so approved, shall become effective immediately. However, no such change shall affect the eligibility of an elected Director prior to the expiration of the term for which he was elected.

Section 3.03. Qualifications and Tenure. Each Director shall serve a term of three (3) years or until the Director’s successor has been duly elected and qualified. The present members of the Board of Directors shall serve until the expiration of the Directors present term of office or until his earlier death, resignation or removal from office, or until the Director’s successor is duly elected and qualified. At the time of nomination, at the time of election and throughout the Director’s term of office, each Director shall meet the following qualifications:

A. He or she must be and remain a member in good standing of the Cooperative, provided, that a person who is the chief operating or executive officer of a member who is not a natural person (referred to herein as “an entity”) shall be eligible to be a Director if:

i. The person elected as Director is in substantial permanent occupancy, direction or use of the entity’s premises that are served by the Cooperative,

ii. Is a permanent, year around resident within or in close proximity to an area served by the Cooperative and

iii. The entity’s premises are located within the boundaries of the district from which  the person is elected.

B. Except as specifically provided to the contrary in sub-section (a), he or she is a bona fide resident of and receiving electrical service from the Cooperative at a location located within the boundaries of the district from which the Director is elected but only if such location is also the lawful domicile of such person.

C. No person shall be eligible to be a Director if another Director or an employee of the Cooperative is related to such person within the 3rd degree by consanguinity or affinity.

D. No person shall be eligible to be a Director if the person has been employed by the Cooperative within the five (5) year period immediately preceding his or her election.

D. No person shall be eligible to be a Director if the person has either pled or been found guilty of a felony, or misdemeanor involving dishonesty or moral turpitude, under the laws of the country or state having jurisdiction over the offense until more than five (5) years at the date of election have passed since the sentence or probationary period of the person has been completed. This disqualification shall be effective whether sentence was suspended or deferred in such a manner that the person was not formally convicted of the offense.

F. No person shall be eligible to be or to remain a Director if the person:

i. Fails to attend at least 75% of the regular and special meetings of the Board of Directors during any one (1) calendar year without good cause as such cause is determined by the Board of Directors by a 2/3rd vote of the Directors voting on the question excluding the Director whose absence is the subject of inquiry; or

ii. Is or becomes physically or mentally unable with reasonable accommodation to perform substantially all of the duties of Director, and the condition that creates such inability is reasonably expected to last six (6) months or more, or

iii. Lacks legal capacity and competency to enter into binding contracts.

G. No person shall be eligible to become or remain a Director if the person or a member of his family within the 3rd degree by consanguinity or affinity is the owner of 10% or more of the equity interest, is a director or executive officer of, or who receives $10,000 or more in annual gross payments, salary or compensation from a Company that derives more than 5% of its annual gross revenue in payments for products sold or services rendered to the Cooperative.

H. No person shall be eligible to become or remain a Director if the person or a member of his family within the 3rd degree by consanguinity or affinity is the owner of 10% or more of the equity interest, is a director or executive officer of, or who receives $10,000 or more in annual gross payments, salary or compensation from a Company that is a retail supplier of energy services (including by way of example but not of limitation electricity, propane gas or natural gas) within the territory served by the Cooperative.

I. No person shall be eligible to become or remain a Director if the person is a candidate for or is an incumbent of an elected position of the United States or State of Missouri or any subdivision of the State of Missouri for which the person receives a regular salary or compensation.

Nothing contained in this Section shall, or shall be construed, to affect the validity of any action taken at any meeting of the Board of Directors, even if it is later determined that a Director voting on the action did not meet the qualifications described herein.

Section 3.04. Election of Directors. Shall be by printed ballot, electronic ballot, absentee ballot, mail ballot, or any combination thereof, under procedures established by resolution of the Board of Directors, except as otherwise provided by law. The ballots shall list the names of the candidates nominated by the committee appointed pursuant to Section 5 of this Article. Such names shall be arranged by districts. Directors shall be elected by a plurality of the votes cast, unless the members in advance of any balloting resolve that a majority of the notes cast shall be required to elect, and this By-Law provision shall be drawn to the attention of the members and explained to them prior to any allotting. In the event that there shall be more than two (2) candidates for the same office and two (2) candidates receiving the highest number of votes shall be tied, there shall be a second vote that is required under the provisions of the foregoing sentence, and such candidates shall tie, drawing by lot shall resolve such tie.

Section 3.05. Nominations. It shall be the duty of the Board of Directors to appoint, not less than thirty (30) days nor more than ninety (90) days before the date of a meeting of members at which Directors are to be elected, a committee on nominations consisting of not less than five (5) nor more than eleven (11) members who shall be selected from different sections so as to insure equitable representation. The membership of the Cooperative shall be notified as to time and place of said Nominating Committee meeting. No member of the board of Directors may serve on such committee. The committee, keeping in mind that principle of geographical representation, shall prepare and post at the principal office of the Cooperative at least twenty (20) days before the meeting a list of nominations for Directors which may include a greater number of candidates than are to be elected. Two percent (2%) or more members acting together may make other nominations by petition not less than fifteen (15) days prior to the meeting and the Secretary shall post such nominations at the same place where the list of nominations made by the committee is posted. In determining whether 2% or more of the members of the Cooperative have signed the nominating petition of any candidate, membership shall be determined as of the date of the filing of the nominating petition. The Secretary shall mail with the notice of the meeting or separately, but at least seven (7) days before the date of the meeting, a statement of the number of Directors to be elected and the names and addresses of the candidates, specifying separately the nominations made by the committee on nominations and also the nominations made by person, if any. No member may nominate more than one (1) candidate.

Section 3.06. Appointment of Vacancy as Director: If a position of Director shall become vacant because of the death, resignation or removal from office of the incumbent Director, the Board of Directors may appoint a person who would be eligible to stand for election for such seat to serve until the next annual meeting of members or until the appointed Director’s successor is duly elected and qualified.

Section 3.07. Compensation. Directors as such shall not receive any salary for their services, but by resolution of the Board of Directors a fixed sum and expense of attendance, if any, may be allowed for attendance at each meeting of the Board of directors, or committee meeting thereof or meetings, or workshops, or institutes, conducted and sponsored by the Rural Electrification Administration or by State, Regional, or National Associations with which the Cooperative is associated. Except in emergencies, no Director shall receive compensation for serving the Cooperative in any other capacity, nor shall any close relative of a Director receive any compensation for serving the Cooperative, unless such compensation shall be specifically authorized by a vote of the members.

Section 3.08. Rules, Regulations, Rate Schedules and Contract. The Board of Directors shall have power to make, adopt, amend, abolish and promulgate such rules, regulations, rate schedules, contracts, security deposits and any other types of deposits, payments or changes, including contributions in aid of construction, but not inconsistent with law or the Cooperative’s Articles of Incorporation or By-Laws, as it may deem advisable for the management, administration and regulation of the business and affairs of the Cooperative.

Section 3.09. Accounting System and Reports. The Board of Directors shall cause to be established and maintained a complete accounting system, which among other things, subject to applicable laws and rules and regulations of any regulatory body, shall conform to such accounting system as may from time to time be designated by the Administrator of the Rural Electrification Administration of the United States of America. At each regular meeting of the Board of Directors, each member of the board shall be furnished with an operating report covering the operation of the Cooperative for the previous calendar month, and containing a complete listing of receipts and disbursements for said month, and such other operating information as the Board of Directors may from time to time require. The Board of Directors shall also cause to be made annually a full and complete audit of the accounts, books and financial conditions of the Cooperatives.

Section 3.10. Power of Directors to Determine Eligibility as Director, to Remove Director and to Appoint Successor: Any two (2) Directors, or one hundred (100) or more members, may by written and signed instrument delivered to the President or Secretary of the Board of Directors question the qualifications of any person to serve or to continue to serve as a Director (hereinafter referred to as “the charges”). Such instrument shall state with particularity the factual basis of the charges. Promptly upon receipt of charges that, if true, would render the person charged ineligible to act or to continue to act as a Director, the President of the Board (or a Vice-President if the President is absent or is the subject of the charges) shall appoint a committee of three Directors representing different districts of the Cooperative to conduct an investigation of the charges and shall notify, or cause the person whose qualifications have been questioned to be notified, that charges have been filed together with a written statement detailing the allegations. The person whose eligibility to be elected or to continue to serve as a Director shall have ten (10) days within which to respond in writing to the charges. In conducting its investigation, the committee shall review such documents and hear such testimony as it determines is necessary for it to make a determination as to whether there is probable cause to believe that the allegations of the charges are true and if true if they create a disqualification from serving as a Director. It shall be the obligation of the person(s) making the charges to come forward with such information as is in the possession of such person(s) that support the charges, and the obligation of the person charged to come forward with such information as is in the possession or knowledge of such person to refute the charges. The committee may make such inferences as it determines is justified by the failure of any person to come forward with evidence that supports or refutes a charge of disqualification. If the committee shall determine that there is no probable cause to believe that the charge of disqualification are true, the charges shall be dismissed and no further proceedings shall be conducted. If, however, the committee shall determine that there is probable cause to believe that the charges are true, the committee shall refer the matter to the entire Board for further consideration by delivering written findings to the secretary or in the absence or unavailability of the secretary then to the president or vice-president. Upon receipt of the committee’s findings, a copy thereof shall be provided to all members of the Board and the person who is the subject of the charges. The Board shall meet in regular or special session within 15 days after receiving the committee’s findings of probable cause. At such meeting, the Board shall consider the findings of the committee including documents provided in support and opposed to the charges, a summary of the statement of witnesses, and such further information as the Board determines in its discretion is necessary or appropriate for it to make an informed and just decision. The Board shall render its decision in writing within seven (7) days after its meeting, and its decision shall be final for all purposes. If the decision is that the candidate is not disqualified from standing for election or serving as Director, the person shall be voted upon at the annual meeting of members or shall continue to serve as a member of the Board as if no charges had been filed. If the decision is that the candidate is disqualified, the person’s name shall not be submitted for election to the members and a new nominee shall be made by the nominating committee established as provided in Section 3.03, or if the person is an incumbent Director shall be deemed removed as a Director as of the date that the Board shall vote on the issue.

Article IV - Meetings of Directors

Section 4.01. A regular meeting of the Board of Directors may be held without notice other than this By-Law, immediately after, and at the same place as, the annual meeting of the members. A regular meeting of the Board of Directors shall also be held monthly at such time and place in Polk County, Missouri, as the Board of Directors may provide by resolution. Such regular monthly meetings may be held with no notice other than such resolution fixing the time and place thereof.

Section 4.02. Special Meetings. Special meetings of the Board of Directors may be called by the President, or by any three (3) directors. The place of such meeting shall be at headquarters office of the Cooperative. The person or persons authorized to call such special meeting of the Board of Directors may fix the time for the holding of such meeting of the Board of Directors called by them.

Section 4.03. Notice of Directors’ Meetings. Written notice of the date, time, place (or telephone conference call) and purpose or purposes of any special meeting of the Board and when the business to be transacted thereat shall require such, of any regular meetings of the Board shall be delivered to each Director not less than five (5) days prior thereto, either personally or by mail, by or at the direction of the Secretary, or upon a default in this duty by the Secretary, by him or those calling it in the case of a special meeting or by any Director in the case of a meeting whose date, time and place have already been fixed by Board resolution. If mailed, such notice shall be determined to be delivered when deposited in the United States Mail, addressed to the Director at his address as it appears on the records of the Cooperative, with first class postage thereon prepaid, and postmarked at least five (5) days prior to the meeting date. The attendance of a Director at any meeting of the board shall constitute a waiver of notice of such meeting unless such attendance shall be for the express purpose of objecting to the transaction of any business, or of one or more items of business, on the ground that the meeting shall not have been lawfully called or convened. Provided, however, should the President of the Board or person performing the duties of the President, and at least two (2) other Directors, determine and so state in writing that an emergency exist, the time for notice of a special meeting may be shortened to no less than twenty-four (24) hours, and the mode of notification may be expanded to include telephone, personal contact, or written notification delivered to a regular member of the Director’s household over the age of fifteen (15) years, or in the absence of a Director and all members of his household where personal or telephone notice is impossible or impractical, by written notice delivered to his usual place of abode and posted in a conspicuous location. Proof of notice by telephone, personal contact or other means shall be by the Affidavit of the person making such notification.

Article V - Officers, Miscellaneous

Section 5.01. Number and Title. The officers of the Cooperative shall be a President, Vice-President, Secretary and Treasurer, Assistant Secretary and Assistant Treasurer and such other officers as may be determined by the Board of Directors from time to time. The office of Secretary and of Treasurer may be held by the same person and the office of Assistant Secretary and Assistant Treasurer may be held by the same person.

Section 5.02. Election and Term of Office. The officers shall be elected by and from the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the Board of Directors held after each annual meeting of the members. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until the first meeting of the Board of Directors following the next succeeding annual meeting of the members or until his successor shall have been duly elected and shall have qualified, subject to the provisions of these By-Laws with respect to the removal of officers.

Section 5.03. Any officer, agent or employee elected or appointed by the Board of Directors may be removed by the Board whenever, it its judgment, the best interests of the Cooperative will thereby be served.

Section 5.04. Vacancies. Except as otherwise provided in these By Laws, a vacancy in any office may be filled by the Board of Directors for the unexpired portion of the term.

Section 5.05. The President. (a) Shall be the principal executive officer of the Cooperative and shall preside at all meetings of the members and of the Board of Directors; (b) Shall sign, with the Secretary, or his agent, receipts of membership, the issue of which shall have been authorized by resolution of the Board of Directors, and may sign any deeds, mortgages, deeds of trust, notes, bonds, contracts or other instruments authorized by the Board of Directors to be executed, except in cases in which the signing and execution thereof shall be expressly delegated by the Board of Directors or by these By-Laws to some other officer or agent of the Cooperative, or shall be required by law to be otherwise signed or executed; and (c) in general shall perform all duties to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

Section 5.06. Vice-President. In the absence of the President, or in the event of his inability; or refusal to act, the Vice-President shall perform the duties of the President, and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President; and shall perform such other duties as from time to time be assigned to him by the Board of Directors.

Section 5.07. Secretary. The Secretary shall: (a) Keep the minutes of the members and the Board of Directors in one or more books provided for that purpose; (b) See that all notices are duly given in accordance with these By –Laws or as required by law; (c) Be custodian of the corporate records and of the seal of the Cooperative and see that the seal of the Cooperative is affixed to all documents duly authorized in accordance with the provisions of these By-Laws; (d) Cause to be kept a register of the post office address of each member which shall be furnished to the Secretary by such members; (e) Sign with the President or his agent, receipts of membership, the issue of which shall have been authorized by resolution of the Board of Directors, (f) Have general charge of the books of the Cooperative in which a record of charge of the books of the Cooperative in which a record of members is kept; (g) Cause to be kept on file at all times a complete copy of the By-Laws of the Cooperative containing all amendments thereto, which copy shall always be open to the inspection of any member; (h) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or his agent, by the Board of Directors.

Section 5.08. Treasurer. The Treasurer shall: (a) Be responsible for all funds and securities of the Cooperative; (b) Receive and give receipts for money due and payable to the Cooperative, or designate with the approval of the Board of Directors, such employees of the Cooperative as may be necessary to receive and give receipts for monies due and payable to the Cooperative from any source whatsoever, and to cause to be deposited all such monies in the name of the Cooperative in such bank or banks as shall be selected in accordance with the provisions of these By-Laws; (c) In general, perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board of Directors.

Section 5.09. Assistant Secretary and Assistant Treasurer. In the absence of the Secretary or in the event of his inability or refusal to act, the Assistant Secretary shall perform the duties of the Secretary and when so acting shall have all the powers of and be subject to all the restrictions upon the Secretary and shall perform such other duties as from time to time may be assigned to him by the Board of directors. In the absence of the Treasurer or in the event of his inability or refusal to act, the Assistant Treasurer shall perform the duties of the Treasurer and when so acting shall have all the powers of and be subject to all the restrictions upon the Treasurer and shall perform such other duties as from time to time may be assigned to him by the Board of Directors.

Section 5.10. Manager. The Board of Directors shall require the Treasurer or any other officer of the Cooperative charged with responsibility for the custody of any of its funds or property, to give bond in such sum and with such surety as the Board of Directors shall determine. The Board of Directors in its discretion may also require any other officer, agent or employee of the Cooperative to give bond in such amount and with such surety as it shall determine.

Section 5.11 Bonds of Officers. The Board of Directors shall require the Treasurer or any other officer of the Cooperative charged with responsibility for the custody of any of its funds or property, to give bond in such sum and with such surety as the Board of Directors shall determine. The Board of Directors in its discretion may also require any other officer, agent or employee of the Cooperative to give bond in such amount and with such surety as it shall determine.

Section 5.12. Compensation. The compensation, if any office, agent, or employee who is also a Director or close relative of a Director, shall be determined by the members, as provided elsewhere in these By-Laws, and the powers, duties and compensation of any other officers, agents and employees shall be fixed by the Board of Directors.

Section 5.13. Reports. The officers of the Cooperative shall submit at each annual meeting of the members’ reports covering the business of the Cooperative for the previous fiscal year and showing the condition of the Cooperative at the close of such fiscal year.

ARTICLE VI - Contracts, Checks and Deposits

Section 6.01. Contracts. Except as otherwise provided by law or these By-laws, the Board of Directors may authorize any Cooperative office, agent or employee to enter into any contract or execute and deliver any instrument in the name and on behalf of the Cooperative, and such authority may be general or confined to specific instances.

Section 6.02. Checks, Drafts, Etc. All checks, drafts or other orders for 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 of Directors.

Section 6.03. Deposits. All funds of the Cooperative shall be deposited from time to time to the credit of the Cooperative in such bank or banks as the Board of Directors may select.

Section 6.04. Change in Rates. Written notice shall be given to the Administrator of the Rural Electrification Administration of the United States of America not less than ninety (90) days prior to the date upon which any proposed change in the rates charged by the Cooperative for electric energy becomes effective.

ARTICLE VII - Membership Certificates

Section 7.01. Receipts of Membership. Membership in the Cooperative shall be evidenced by a receipt of membership which shall be in such form and shall contain such provisions as shall be determined by the Board of Directors not contrary to, or inconsistent with, the Articles of Incorporation of the Cooperative or these By-Laws. Such receipts shall be signed by the President and by the Secretary of the Cooperative or their agent or any employees so designated by the Board of Directors.

Section 7.02. Issue of Membership Receipts. No membership receipts shall be issued for less than the membership fee fixed in these By-Laws, nor until such membership fee has been fully paid in cash, and such payment has been deposited with the Treasurer.

Section 7.03. Lost Certificate. In case of a lost, destroyed or mutilated certificate, a new certificate may be issued therefore upon such terms and such indemnity to the cooperative as the Board of Directors may prescribe.

ARTICLE VIII - Non-Profit Operation

Section 8.01. Interest or Dividends on Capital Prohibited. The Cooperative shall at all times be operated on a Cooperative non-profit basis for the mutual benefit of its patrons. No interest or dividends shall be paid or payable by the Cooperative on any capital furnished by its patrons.

Section 8.02. Patronage Capital. The cooperative shall at all times be operated on a Cooperative non-profit basis for the mutual benefit of its patrons. The Cooperative’s operation shall be so conducted that all patrons, members and non-members alike 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 patrons, members and non-members alike, for all amounts received from the furnishing of electric energy in excess of operating costs and expenses properly chargeable against the furnishing of electrical energy. All such amount in excess of operating costs and expenses at the moment of receipt of the Cooperative are received with the understanding that they are furnished by the patrons, members and non-members alike as capital.  The Cooperative is obligated to pay all such amounts in excess of operating costs and expenses to the patrons by credits to a capital account for each patron; provided, however, that the credit of Class II members shall be subject to the offsets required by Section 1.09 of these By-Laws.

The books and records of the Cooperative shall be set up and kept in such a manner that at the end of each fiscal year the amount of capital, if any, so furnished by each patron is clearly reflected and credited in an appropriate record to the capital account of each patron, and the Cooperative shall, within a reasonable time after the close of the fiscal year, notify each patron of the amount of capital so credited to his account; provided that individual notices of such amount furnished by each patron shall not be required if the cooperative notifies all patrons of the aggregate amount of such excess and provides a clear explanation of how each patron 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 patron shall be the same status as though they had been paid to the patron in cash in pursuance of a legal obligation to do so and the patron had then furnished the Cooperative corresponding amounts for capital.  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; provided, that in so far as gains may at that time be realized from the sale of any appreciated asset, such gains shall be distributed to all persons who were patrons during the period the asset was owned by the Cooperative in proportion to the amount of business done by such patrons during that period, insofar as is practicable, as determined by the Board of Directors before any payments are made on account of property rights of members. If, at the time prior to dissolution or liquidation, the Board of Directors shall determine that the financial condition of the Cooperative will not be impaired thereby, the capital thence credited to patrons’ accounts may be retired in full or in part. The Board of Directors shall determine the method, basis, priority and order of retirement, if any, for all amounts furnished as capital.  When considering the payment on, or retirement of, retained capital, the Board shall consider the feasibility of and effect on the Cooperative, of distributing the capital first received but not previously distributed, and the capital received more recently to the proposed date of distribution. The Board may, in its discretion and if financially appropriate, order the distribution of both the oldest and more recent capital retainages at the same time, may alternate distribution between the oldest and the more recent, or may adopt such other means of distribution as will benefit the Cooperative and its past and present members. Notwithstanding the preceding provisions, the Board of Directors shall have the power to adopt rules providing for the separate retirement of the portion (“power supply portion”) of capital credited to the accounts of patrons which corresponds to capital credited to the account of the Cooperative by an organization furnishing electric service to the Cooperative. Such rules shall: (a) establish a method for determining the power supply portion of capital credited to each patron for each applicable fiscal year; (b) provide for separate identification of the Cooperative’s books of the power supply portion of capital credited to the Cooperative’s patrons; (c) provide for appropriate notifications to patrons with respect to the power supply portion of capital credited to their accounts; and (d) preclude a general retirement of the power supply portion capital credited to persons for any fiscal year prior to the general retirement of other capital credited to patrons for any prior fiscal year. In no event, however, may any such capital be retired unless, after the proposed retirement, the capital of the Cooperative shall equal at least 40% of the total assets of the Cooperative. Capital credited to the account of each patron shall be assignable only on the books of the Cooperative pursuant to written instruction form the assigner and only to successors in interest or successors in occupancy in all or a part of such patron’s premises served by the Cooperative unless the Board of Directors, acting under policies of general application, shall determine otherwise.

Notwithstanding any other provision of these By-Laws, the Board of Directors, at its discretion, shall have the power at any time upon the death of any patron if the legal representatives of his estate shall request in writing, that the capital credited at any such patron be retired under the policies of general application and the legal representatives of such patron’s estate shall agree upon; provided, however, that the financial condition of the Cooperative will not be impaired thereby.

Section 8.03. Losses. In the event the Cooperative suffers a loss in any year the Board of Directors shall prescribe the basis on which the credits to the capital account of each patron shall be reduced on account of any such loss, so that it will be borne by the patrons in amounts not exceeding credits to the capital account of each patron on as equitable a basis as the Board of Directors finds practicable. The non-operating margins shall be combined with operating margins and credited to the account of each patron on an equitable basis. This Section shall be retroactive to the date of incorporation.

Section 8.04. Unclaimed Monies and Notice to Members. Notwithstanding any provisions herein contained to the contrary, any member, former member or other customer who fails to claim any capital credits, patronage refunds, utility deposits, membership fees, or other credit balances within two (2) years after payment thereof has been made available to such person by the Cooperative shall be deemed to have made a conditional assignment and gift to the Cooperative of such unclaimed monies. Upon the expiration of two (2) or more years after the availability of such monies, the Cooperative shall give at least sixty (60) days’ notice to each person who has unclaimed monies, which notice shall include the names of each persons entitled to any monies from the Cooperative, the last known address of the person, the approximate amount and type of interest of the person in the unclaimed monies, and shall further state that if no claim is made to the monies by the person(s) lawfully entitled thereto that such monies shall be deemed to have been irrevocably assigned and donated to the Cooperative. The notice required by this Section may be made (i) by publication in a newspaper of general circulation in the County in which the person last received services from the Cooperative or (ii) by posting such notice on the Cooperatives web site with a conspicuous reference to the notice and a link thereto to be placed on the home page of the web site throughout the duration of the Notice period. The availability of the Notice and the web site address at which the Notice is located shall be published at least once more than thirty (30) days prior to the expiration of the sixty (60) day Notice period in a publication of the Cooperative that is routinely sent to Cooperatives members. Upon the expiration of the sixty (60) day Notice period, the unclaimed monies shall be transferred on the books of the Cooperative to general income for the fiscal year in which the transfer is made, and the conditional assignment and gift shall be final and irrevocable.

Section 8.05. Limited Right of Assignment: Each patron of the Cooperative to whom capital has been allocated as provided in Section 8.02 shall have the limited right to assign the patron’s capital account by any one of the following means:

1. An individual member or husband and wife members may, by a written, acknowledged assignment, assign the member’s capital account  to a Revocable Trust executed by the member(s) or by the member and the member’s spouse. Such assignment must be in form approved by legal counsel for the Cooperative and shall contain such information as shall be required by rule, policy or procedure adopted by the Board of Directors of the Cooperative as such rules, policies or procedures may be adopted or amended from time to time.

2. An individual member or husband and wife members may, by a written, acknowledged “Payable on Death” designation (“a Beneficiary Designation”) that complies in all respects with Chapter 461 of the Missouri Revised Statutes (or the comparable provisions of any future revision of the Missouri statutes) as in effect at the time of the designation assign the member’s capital account by a revocable Beneficiary Designation. Such designation shall be made on a form approved by legal counsel for the cooperative, and shall contain such information as shall be required by rule, policy or procedure adopted by the Board of Directors of the Cooperative as such rules, policies or procedures may be adopted or amended from time to time.

3. A member that is a legal entity may, by a written, acknowledged assignment, assign its capital account to its partners, members or shareholders upon dissolution and liquidation of the entity according to the interests of the individuals in such entity. Such assignment shall be made on a form approved by legal counsel for the Cooperative, and shall contain such information as shall be required by rule, policy or procedure adopted by the Board of Directors of the Cooperative, as such rules, policies or procedures may be adopted or amended from time to time.

4. No assignment or Beneficiary Designation shall be effective unless it is filed with the accounting office of the Cooperative during the lifetime of the member or legal existence of the entity as indicated on the assignment or beneficiary designation form by a signed acknowledgement of an authorized Cooperative employee. Forms that do not contain such a signed acknowledgment of filing will not be effective.

5. A member who has made an assignment or a Beneficiary Designation may revoke or amend such assignment or designation by written revocation or amendment that is actually delivered to the Cooperative during the lifetime of the member or legal existence of an entity. Such delivery may only be evidenced by the signed acknowledgement of filing by an authorized employee of the Cooperative.

6. Upon the death of an individual member it shall be the duty of the member’s personal representative, successor trustee(s) (in the case of an assignment to a revocable trust) or the beneficiaries (in the case of a beneficiary designation) to notify the Cooperative of the patron’s death and to provide it with a certified copy of the patron’s death certificate. Such notification shall include such additional information as may be required by rule, policy or procedure adopted or amended by the Board of Directors from time to time to enable the Cooperative to efficiently and effectively manage the distribution of capital accounts if and when a return of capital is declared by the Board of Directors.

7. A trust beneficiary, designated beneficiary, assignee of an entity’s capital account or other successor in interest to the capital account of a member whose interests are vested by virtue of the death of a member or the dissolution of an entity may exercise the same rights of assignment or beneficiary designation as may a Member.

8. The provisions of this Section shall be effective on and after January 1, 2012.

ARTICLE IX - Contract Between Cooperative and Members

Section 9.01. The patrons of the Cooperative, by dealing with the Cooperative, acknowledge that the terms and provisions of the Articles of Incorporation and By-Laws 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 By-Laws shall be called to the attention of each patron of the Cooperative by posting in a conspicuous place in the Cooperative’s office.

ARTICLE X - Disposition of Property

Section 10.01. The Cooperative may not sell, lease or otherwise dispose of, except by mortgage, all or any substantial portion of  its property unless such sale, lease or other disposition is authorized at a duly held meeting of the members thereof by the affirmative vote of not less than two-thirds (2/3) of all members of the Cooperative, and unless the notice of such proposed sale, lease or other disposition shall have been contained in the notice of the meeting; provided, however, that notwithstanding, anything herein contained, or any other provisions of law. The Board of Directors 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 any permits of the Cooperative, whether acquired or to be acquired, and wherever situated, as well as the revenues, and income there from, all upon such terms and conditions as the Board of Directors shall determine, to secure any indebtedness of the Cooperative to the United States of America or any instrumentality or agency thereof, or to any bank or other financial institution or organization.

Section 10.02. Disposition and Pledging of Property.

(a) Not inconsistently with Mo. Rev. Stat. Section 394.180 and subsection (b) hereof, the Cooperative may, at a duly held meeting of the members, authorize the sale, lease, lease-sale, exchange, transfer or other disposition of all or substantial portion of the Cooperative’s properties and assets only upon the affirmative votes of two-thirds (2/3) of the then-total members of the Cooperative, however the Board of Directors, without authorization by the members, shall have full power and authority: (1) to borrow monies from any source and in such amounts as the Board may from time to time determine; (2) to mortgage or otherwise pledge or encumber any or all of the Cooperative’s properties or assets as security therefore; and (3) to sale, lease, lease-sale, exchange, transfer or otherwise dispose of merchandise, property no longer necessary or useful for the operation of the Cooperative, or less than a substantial portion of the Cooperatives properties and assets. “Substantial Portion” means ten percent (10%) or more of the Cooperative’s total assets as reflected on its books at the time of the transaction.

(b) Supplementary to the first sentence of the Section 10.01 and any other applicable provisions of law or these By-Laws, no sale, lease lease-sale, exchange, transfer or other disposition of all or a substantial portion of the Cooperative’s properties and assets shall be authorized except in conformity with the following:

1) If the Board of Directors looks with favor upon any proposal for such sale, lease, lease-sale, exchange, transfer or other disposition, it shall first cause three (3) independent, non-affiliated appraisers, expert in such matters, to render their individual opinions as to the value of the Cooperative with respect to such a sale, lease, lease-sale, exchange, transfer or other disposition and as to any other terms and conditions which should be considered. The three (3) such appraisers shall be designated by a Circuit Court Resident Judge for the Judicial District in Missouri in which the Cooperative’s headquarters are located.  If such judge refuses to make such designations, they shall be made by the Board of Directors.

2) If the Board of Directors, after receiving such appraisals (and other terms and conditions which are submitted, if any), determines that the proposal should be submitted for consideration by the members, it shall first give every other electric Cooperative corporately sited and operating in Missouri (which has not mad such an offer for such sale, lease, lease-sale, exchange, transfer or other disposition) an opportunity to submit competing proposals. Such opportunity shall be in the form of a written notice to such electric Cooperative, which notice shall be attached to a copy the proposal which the cooperative has already received and copies of the respective reports of the three (3) appraisers. Such electric Cooperative shall be given not less than thirty (30) days during which to submit competing proposals, and the actual minimum period within which proposals are to be submitted shall be stated in the written notice given to them.

3) If the Board then determines that favorable consideration should be given to the initial or any subsequent proposal which has been submitted to it, it shall so notify the members not less than sixty (60) days before noticing a special meeting of the members thereon, or, if such be the case, the next annual member meeting, expressing in detail each of any such proposals, and shall call a special meeting of the members for consideration thereof and action thereon, which meeting shall be held not less nor more than twenty-five (25) days after the giving of notice thereof to the members to the members; provided, that consideration and auction by the members may be given at the next annual member meeting if the Board so determines and if such annual meeting is held not less nor more than twenty-five (25) days after the giving of notice of such meeting.

4) Any fifty (50) or more members, by so petitioning the Board not less than thirty (30) days prior to the date of such special or annual meeting, may cause the Cooperative, with the cost to be borne by the Cooperative, to mail to all members any opposing or alternative positions which they may have to the proposals that have submitted or any recommendations that the Board has made.

Section 10.02. Disposition and Pledging of Property. The provisions of the Subsection B shall not apply to a sale, lease-sale, exchange, transfer or other disposition to one or more other electric cooperatives if the substantive or actual legal effect thereof is to merge or consolidate with such other one or more electric cooperatives; not shall the same apply to a sale, lease-sale, exchange, transfer or other disposition to one or more wholly owned corporate subsidiaries of the Cooperative, if, in the judgment of the Board of Directors, such transfers are necessary, appropriate or convenient to protest or further the investment or financial integrity of the Cooperative. No such transfer shall require membership approval.

Section 10.03. Distribution of Surplus Assets on Dissolution. Upon the Cooperative’s dissolution, any assets remaining after all liabilities or obligations of the Cooperative have been satisfied and discharged shall, to the extent practicable as determined by the Board of directors, not inconsistently with the provisions of section 10.02 of these By-Laws, be distributed without priority but on a patronage basis among all persons who are or have been members of the Cooperative during the seven (7) years next preceding the date of the filing of the certificate of election to dissolve; provided, however that, if in the judgment of the Board the amount of such surplus is too small to justify the expense of making such distribution, donation of, such surplus to one or more non-profit charitable or educational organizations that are exempt from Federal income taxation.

ARTICLE XI - Fiscal Year

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

ARTICLE XII - Seal

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

ARTICLE XIII - Amendments to By-Laws

These By-Laws may be altered, amended or repealed by the members at any regular or special meeting shall contain a copy the proposed amendment, alteration or repeal to be considered at the meeting.

ARTICLE XIV - Membership in Other Organizations

Section 14.01. The Cooperative may become a member of or purchase stock in any organization with an affirmative vote of the Board of Directors at a duly held meeting, the notice of which shall specify that action is to be taken upon such proposed membership or stock purchase, provide, however, that the Cooperative may, upon the authorization of the Board of Directors, purchase stock in or become a member of any corporation or organization organized on a non-profit basis or purchase stock or otherwise become the sole owner of stock in any corporation that is or becomes a subsidiary of the Cooperative for the purpose of engaging in or furthering the cause of a rural electrification or with the approval of the Administrator of REA, or any other corporation for the purpose of acquiring electric facilities.

ARTICLE XV - Waiver of Notice

Section 15.01. Any member or director may waive in writing any notice of a meeting required to be given by these By-Laws. The attendance of a member of Director at any meeting shall constitute a waiver of notice of such meeting by such member or Director, except in case a member or Director shall attend a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting has not been lawfully called or convened.

ARTICLE XVI - Indemnification Of Directors, Officers, Employees, or Agents

The Cooperative shall indemnify to the fullest extent permitted by law against expenses, including attorney’s fees, judgments, costs, fines, and amounts paid in settlement, actually or reasonably incurred, to any person who was or is a party is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a Director, Officer, Employee, or Agent of the Cooperative or is or was serving any other enterprise a the request of the Cooperative.

ARTICLE XVII - Rules of Procedure

At all meetings of the members and of the Board of Directors, the latest edition of Roberts’ Rules of Order shall apply to all procedural matters as nearly as may be practicable.