Article IX
MISCELLANEOUS
SECTION 1. CHANGE IN RATES. The Board shall have full authority to adopt, modify, and amend rates to be charged to the Patrons and duly notify such Patrons from time to time.
SECTION 2. RULES OF ORDER. Unless the Board determines otherwise, and to the extent consistent with Law, the Articles, and these Bylaws, all:
1. Member Meetings;
2. Board Meetings;
3. Member Committee Meetings; and
4. Board Committee Meetings
shall be governed by the latest edition of Robert’s Rules of Order.
SECTION 3. POLICIES, RULES, AND REGULATIONS. The Board shall have the power to make and adopt such policies, rules and regulations, not inconsistent with law, the Articles of Incorporation or these Bylaws, as it may deem advisable for the Management of the business and affairs of the Cooperative.
SECTION 4. FISCAL YEAR. The Board shall determine, and may modify, the Cooperative’s fiscal year.
SECTION 5. NOTICE. In these Bylaws:
A. Notice Type. Unless otherwise provided in these Bylaws, notice may be:
1. Oral or written; and
2. Communicated:a. In person;
b. By telephone, telegraph, teletype, facsimile, electronic communication, or other form of wire or wireless communication;
c. By mail or private carrier, or
d. If the above-listed forms of communicating notice are impractical, then by:(1) Newspaper of general circulation in the area where published; or
(2) Radio, television, or other form of public broadcast communication
If addressed, or delivered, to an address shown in the Membership list, then a written notice or report delivered as part of a cooperative newsletter, magazine, or other publication regularly sent to Members constitutes a written notice or report to all Members:
1. Residing at the address; or
2. Having the same address shown in the Membership List.
B. Notice Effective Date. If communicated in a comprehensible manner, then unless otherwise provided in these Bylaws:
1. Oral notice is effective when communicated; and
2. Written notice is effective on the earliest of;a. When received;
b. With the postmark evidencing deposit in the United States Mail, if correctly addressed and:(i) Mailed with first class postage affixed, then three (3) days after deposit in the United States Mail; or
(ii) Mailed with other than first class, registered, or certified postage affixed, then five (5) days after deposit in the United States Mail; orc. If sent by registered or certified mail, return receipt requested, and if the return receipt is signed by, or on behalf of, the addressee, then on the date indicated on the return receipt.
SECTION 6. GOVERNING LAW. These Bylaws must be governed by, and interpreted under, the Laws of the state in which the Cooperative is incorporated.
SECTON 7. TITLES AND HEADINGS. All titles and headings of Bylaw Articles, sections, and sub-sections are for convenience and reference only, and do not affect the interpretation of any Bylaw Article, section, or sub-section.
SECTION 8. PARTIAL INVALIDITY. When reasonably possible, every Bylaw article, section, sub-section, paragraph, sentence, clause, or provision (collectively, “Bylaw Provision”) must be interpreted in a manner by which the Bylaw Provision is valid. The invalidation of any Bylaw Provision by any entity possessing proper jurisdiction and authority, which does not alter the fundamental rights, duties, and relationship between the Cooperative and Members, does not invalidate the remaining Bylaw Provisions.
SECTION 9. CUMULATIVE REMEDIES. The rights and remedies provided in these Bylaws are cumulative. The Cooperative or any Member asserting any right or remedy provided in these Bylaws does not preclude the Cooperative or Member from asserting other rights or remedies provided in these Bylaws.
SECTION 10. ENTIRE AGREEMENT. Between the Cooperative and any Member, the Governing Documents:
1. Constitute the entire agreement; and
2. Supersede and replace any prior or contemporaneous oral or written communication or representation.
SECTION 11. SUCCESSORS AND ASSIGNS. To the extent allowed by Law:
1. The duties, obligations, and liabilities imposed upon the Cooperative or any Member by these Bylaws are binding upon the successors and assigns of the Cooperative or Member; and
2. The rights granted to the Cooperative by these Bylaws inure to the benefit of the Cooperative’s successors and assigns.
The binding nature of the duties, obligations, and liabilities imposed by these Bylaws upon the successors and assigns of the Cooperative and any Member does not relieve the Cooperative or Member of the duties, obligations, and liabilities imposed by these bylaws upon the Cooperative or Member.
SECTION 12. WAIVER. The failure of the Cooperative or any Member to assert any right or remedy provided in these Bylaws does not waive the right or remedy provided in these Bylaws.
SECTION 13. LACK OF NOTICE. To the extent allowed by Law and the Articles, the failure of any Member or Director to receive notice of any Meeting, action, or vote does not affect, or invalidate, any action or vote taken by the Members or Board.
SECTION 14. SUBSCRIPTION FEE FOR PUBLICATIONS. The Board of Directors is hereby authorized to subscribe from the revenues from each member each year the amount necessary to pay the subscription fee for the Cooperative’s official publication or other publications as selected by the Board of Directors.
SECTION 15. AREA COVERAGE. The Board of Directors shall make diligent effort to see that electric service is extended to all unserved persons within the Cooperative service area who (a) desire such service and (b) meet all reasonable requirements established by the Cooperative as a condition of such service.
