BYLAWS OF SANTEL COMMUNICATIONS COOPERATIVE
(AS AMENDED ON 9/16/2024)
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DEFINITIONS
SECTION 1. Definitions
Terms used throughout these Bylaws, unless the context otherwise plainly requires, shall mean:
- (a) Annual Meeting: The annual meeting of the members.
- (b) Application: A written application for memberships in such form as may be adopted.
- (c) Article: An article from the Articles of Incorporation or the Restated Articles of Incorporation.
- (d) Board: The Board of Directors of the Cooperative.
- (e) Bylaws: These Bylaws.
- (f) Cooperative: Santel Communications Cooperative, Inc.
- (g) Member: A person meeting the requirements for membership.
- (h) Membership: Membership in the Cooperative.
- (i) Patron: Subscribers taking such service as may be available from the Cooperative.
- (j) Person: Any natural person, married couple, firm, cooperative, association, corporation, business trust, partnership, federal agency, state or political subdivision or agency thereof, or any body politic.
- (k) Petition: A petition filed with the Secretary signed by ten percent (10%) of the members.
- (l) President: President of the Cooperative.
- (m) Regulations: Those adopted by the Board pursuant to Section 16.
- (n) Section: Section of these Bylaws.
- (o) Secretary: Secretary of the Cooperative.
- (p) Subscriber: A person who has become and remains a member of the Cooperative.
- (q) Treasurer: Treasurer of the Cooperative.
- (r) Vice President: Vice President of the Cooperative.
- (s) Otherwise Provided: Refers to the law, Articles, these Bylaws, Regulations and Rules of Order.
- (t) The singular includes the plural and the plural the singular.
- (u) The masculine includes the feminine and the neuter.
- (v) CATV Services: Is a system of delivering television or video programming to paying subscribers via radio frequency (RF) signals transmitted through a network of coaxial cables or light pulses through fiber-optic cables.
- (w) Telecommunications Service: Voice, data, and related ancillary services as determined by the Cooperative but excluding CATV Services.
MEMBERSHIP
SECTION 2. Membership
Any person may become and remain a member by:
(a) Agreeing to purchase telecommunication services as provided by the Cooperative, and
(b) Receiving services at a premises within the Cooperative’s established incumbent local exchange carrier service area, and
(c) Agreeing to comply with and be bound by the Articles of Incorporation, Restated Articles of Incorporation, Bylaws and all rules and regulations adopted by the Board of Directors, and
(d) Agreeing to pay such membership, connection, re-connection, security, facilities extension and construction fees and deposits as may be established or required by any rule, regulation or policy adopted by the Board.
(e) Membership shall become effective after twelve (12) consecutive months of service.
(f) No person shall hold more than one membership in the Cooperative and it shall not be transferable. However, this shall not prohibit the assignment and transfer of capital credits.
(g) Local exchange carriers, interexchange carriers, wireless carriers, and any other carriers that participate with the cooperative in the provision of telecommunications and information services to customers are neither members nor patrons.
“Each person who hereby applies for and is accepted to membership in this cooperative and each member of this cooperative on the effective date of this bylaw who continues as a member after such date shall, by such act alone, consent that the amount of any distributions, with respect to his patronage which are made in written notices of allocation (as defined in 26 U.S.C. Sec. 1388), and which are received by him from the cooperative, will be taken into account by him at their stated dollar amounts by including them as income on his U.S. Income Tax Return in the manner provided in 26 U.S.C. Sec 1385 (a) in the taxable year in which such written notices of allocation are received by him.
(a) Agreeing to purchase telecommunication services as provided by the Cooperative, and
(b) Receiving services at a premises within the Cooperative’s established incumbent local exchange carrier service area, and
(c) Agreeing to comply with and be bound by the Articles of Incorporation, Restated Articles of Incorporation, Bylaws and all rules and regulations adopted by the Board of Directors, and
(d) Agreeing to pay such membership, connection, re-connection, security, facilities extension and construction fees and deposits as may be established or required by any rule, regulation or policy adopted by the Board.
(e) Membership shall become effective after twelve (12) consecutive months of service.
(f) No person shall hold more than one membership in the Cooperative and it shall not be transferable. However, this shall not prohibit the assignment and transfer of capital credits.
(g) Local exchange carriers, interexchange carriers, wireless carriers, and any other carriers that participate with the cooperative in the provision of telecommunications and information services to customers are neither members nor patrons.
“Each person who hereby applies for and is accepted to membership in this cooperative and each member of this cooperative on the effective date of this bylaw who continues as a member after such date shall, by such act alone, consent that the amount of any distributions, with respect to his patronage which are made in written notices of allocation (as defined in 26 U.S.C. Sec. 1388), and which are received by him from the cooperative, will be taken into account by him at their stated dollar amounts by including them as income on his U.S. Income Tax Return in the manner provided in 26 U.S.C. Sec 1385 (a) in the taxable year in which such written notices of allocation are received by him.
SECTION 3. Membership Record
All members shall be listed in the membership record. The record shall be available for inspection by any person during regular office hours.
SECTION 4. 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, the membership automatically converts into a joint membership unless the new member specifically requests in writing that he/she not be entered jointly with their spouse. The words “member”, “applicant”, “person”, “his”, and “him” as used in these Bylaws, shall include a husband and wife applying for or 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 the meeting;
(b) the vote of either or both shall constitute, respectively, one joint 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; and
(e) either, but not both concurrently, shall be eligible to serve as a director of the Cooperative, but only if both meet the qualifications required therefore.
(a) the presence at a meeting of either or both shall constitute the presence of one member and a joint waiver of notice of the meeting;
(b) the vote of either or both shall constitute, respectively, one joint 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; and
(e) either, but not both concurrently, shall be eligible to serve as a director of the Cooperative, but only if both meet the qualifications required therefore.
SECTION 5. Service
Telecommunications services may be furnished only to the members except for any particular service that the Cooperative may be required under law to furnish to a particular person, if not classified or denied herein before.
SECTION 6. Termination of Membership
Membership may be terminated by:
(a) Any member may withdraw from membership upon compliance with such uniform terms and conditions as the Board may prescribe.
(b) The Board may, by finding by two-thirds of the Board of Directors expel any member upon the failure of a member to comply with any of the provisions of the Articles of Incorporation, Restated Articles of Incorporation, Bylaws, or any rules and regulations adopted by the Board, provided such member shall have been given written notice by the Secretary that such failure shall have continued for at least (10) days after such notice is given.
(c) Death or cessation of existence of a member.
(d) Short-term disconnection shall not terminate the membership.
(e) Termination shall not release a member or his estate from any debts owing to the Cooperative.
(f) In case of withdrawal or termination of membership, the association shall evidence such withdrawal or termination by removing the member’s name from the Membership Record maintained in the Office of the Cooperative.
(a) Any member may withdraw from membership upon compliance with such uniform terms and conditions as the Board may prescribe.
(b) The Board may, by finding by two-thirds of the Board of Directors expel any member upon the failure of a member to comply with any of the provisions of the Articles of Incorporation, Restated Articles of Incorporation, Bylaws, or any rules and regulations adopted by the Board, provided such member shall have been given written notice by the Secretary that such failure shall have continued for at least (10) days after such notice is given.
(c) Death or cessation of existence of a member.
(d) Short-term disconnection shall not terminate the membership.
(e) Termination shall not release a member or his estate from any debts owing to the Cooperative.
(f) In case of withdrawal or termination of membership, the association shall evidence such withdrawal or termination by removing the member’s name from the Membership Record maintained in the Office of the Cooperative.
SECTION 7. Service Connection Fee
(a) Subsequent to the adoption of this Bylaw, every member, upon installation and actual receipt of telecommunications services shall be assessed a connection fee in accordance with the rules, regulations and tariffs as may be adopted by the Board of Directors.
(b) All outstanding and issued stock held by Class A members shall be converted to and considered as a connection fee and shall be deposited in a special account and returnable upon the termination of the membership, or be fully refunded at the discretion of the Board of Directors, at which time the special account will be terminated and no further connection fee will be required of the Class A members, except as provided in Section 7(a) above.
(b) All outstanding and issued stock held by Class A members shall be converted to and considered as a connection fee and shall be deposited in a special account and returnable upon the termination of the membership, or be fully refunded at the discretion of the Board of Directors, at which time the special account will be terminated and no further connection fee will be required of the Class A members, except as provided in Section 7(a) above.
SANTEL COMMUNICATIONS COOPERATIVE BYLAWS
MEETING OF THE MEMBERS
SECTION 8. Meetings
SECTION 8. Meetings. Meetings of the members shall be held at the place, day and hour fixed by the Secretary, unless the Board shall prior to the mailing of notice fix a place and time, or unless a specific place and time is requested pursuant to Section 10.
SECTION 9. Annual Meeting
SECTION 9. Annual Meeting. The annual meeting shall be held at such time and date as is determined by the Board of Directors for the purpose of electing Directors, passing upon reports of the previous fiscal year, and for the transaction of such other business as may come before the meeting.
SECTION 10. Special Meetings
SECTION 10. Special Meetings. Special Meetings may be called by the President, the Board, or by written request filed with Secretary signed by members having one-fifth of the votes entitled to be cast a such meeting.
SECTION 11. Notice
SECTION 11. Notice. A written notice stating the place, day and hour of the meeting, its purposes, Rules of Order, and the Order of Business shall be delivered either in person, by mail or electronic transmission by or at the direction of the secretary, or upon a default in duty by the secretary to the members not less than ten (10) days, nor more than twenty-five (25) days before the meeting. Once the notice requirements of this Section have been properly met, any delay, postponement or change in the date, time or place of the meeting shall be noticed to the members by publication in the legal paper for Sanborn County once prior to the rescheduled meeting, and advertisements on area radio stations as the Board shall approve.
SECTION 12. Quorum
SECTION 12. Quorum. A quorum shall be fifty (50) members present in person. If less than a quorum is present at any meeting duly called, those present may adjourn the meeting to another time without further notice, except that a meeting held for the election of Directors shall require twenty (20) days notice, and provided that the secretary shall notify any absent Members of the time, date, and place of such adjourned meeting.
Members present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum.
The Records of every meeting shall contain a list of the members present in person.
Members present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum.
The Records of every meeting shall contain a list of the members present in person.
SECTION 13. Voting
SECTION 13. Voting. Each member shall have one vote upon each question. Questions shall be decided by a majority of the votes cast, except as otherwise provided.
The Board may prescribe procedures for voting upon substantive questions by mail, provided, however, that mail ballots must be separate and individual, signed, dated, and received by the Secretary at the principal office of the Cooperative before 5:00 P.M. of the third day preceding the meeting and must be specific as to how the member’s vote shall be cast on each question, and, unless otherwise provided, in the event that amendment of any questions is proposed, an affirmative vote shall be considered a vote in favor of amendment, and a vote in favor of the question as amended; a negative vote shall be considered as a failure to vote upon the amendment and a vote against the question as amended. If, at any time after the meeting is called to order, a member is physically present, his mail ballot becomes void and must be canceled by the Secretary and such fact announced to the members. A mail ballot may be canceled at any time by delivering a written, signed and dated notice thereof the Secretary.
A spouse residing with a member may in his absence, if named upon the Application, vote upon any question; and, the presence of the spouse shall be deemed the presence of the member in person, unless a cancellation in writing is filed with the Secretary.
Members other than individuals, may designate in the application an individual who may vote in person for such member.
Such designation may be changed at any time in writing filed with the Secretary.
The Board may prescribe procedures for voting upon substantive questions by mail, provided, however, that mail ballots must be separate and individual, signed, dated, and received by the Secretary at the principal office of the Cooperative before 5:00 P.M. of the third day preceding the meeting and must be specific as to how the member’s vote shall be cast on each question, and, unless otherwise provided, in the event that amendment of any questions is proposed, an affirmative vote shall be considered a vote in favor of amendment, and a vote in favor of the question as amended; a negative vote shall be considered as a failure to vote upon the amendment and a vote against the question as amended. If, at any time after the meeting is called to order, a member is physically present, his mail ballot becomes void and must be canceled by the Secretary and such fact announced to the members. A mail ballot may be canceled at any time by delivering a written, signed and dated notice thereof the Secretary.
A spouse residing with a member may in his absence, if named upon the Application, vote upon any question; and, the presence of the spouse shall be deemed the presence of the member in person, unless a cancellation in writing is filed with the Secretary.
Members other than individuals, may designate in the application an individual who may vote in person for such member.
Such designation may be changed at any time in writing filed with the Secretary.
SECTION 14. Order of Business
SECTION 14. Order of Business. The Order of Business at all meetings shall, unless otherwise determined by the members at the meeting, be essentially as follows:
(a) Determination of a Quorum.
(b) Proof of due notice or waiver.
(c) Announcement of Rules of Order.
(d) Approval of Order of Business.
(e) Reading and Approval of Minutes of previous meetings.
(f) Presentation and consideration of Reports.
(g) Election of Directors.
(h) Unfinished Business.
(i) New Business.
(j) Adjournment.
(a) Determination of a Quorum.
(b) Proof of due notice or waiver.
(c) Announcement of Rules of Order.
(d) Approval of Order of Business.
(e) Reading and Approval of Minutes of previous meetings.
(f) Presentation and consideration of Reports.
(g) Election of Directors.
(h) Unfinished Business.
(i) New Business.
(j) Adjournment.
SECTION 15. Rules of Order
SECTION 15. Rules of Order. The rules of order as prescribed by the Board shall prevail throughout any meeting of the members, except as otherwise provided, unless, upon announcement of the Rules, other Rules are substituted by a two-thirds vote.
BOARD OF DIRECTORS
SECTION 16. Powers and Duties
The management of the business shall be under the direction of the Board, which shall have powers and duties as follows:
(a) A board of no more than seven shall manage the business and affairs for the Cooperative and shall exercise all powers not otherwise provided.
(b) The Directors shall be elected from the following 3 districts:
• North: Wolsey, Alpena, Woonsocket exchanges
• Central: Forestburg, Artesian, Letcher, Mt Vernon exchanges
• South: Ethan, Parkston, Tripp exchanges
(c) It shall be the duty of each director to participate in such activities as are deemed to enhance the prestige of the Cooperative, broaden its operation, and fulfill its public obligations as a member of the community and the rural telecommunications services program, and in furtherance of all thereof to devote reasonable time in attendance at meetings of affiliated organizations and at training sessions designed to assist and improve directors and officers in carrying out their duties.
(d) The Board shall adopt Regulations governing the conduct of the Cooperative and its relationship to its members and patrons.
(e) The Board shall cause to be established and maintained a complete accounting system, which, among other things, and subject to applicable rules and regulations of any regulatory body, shall conform to such accounting systems as may from time time be designated by the Administrator of the Rural Utilities Service of the United States of America, and shall, after the close of each fiscal year, cause a full and complete audit to be made of the accounts, books, and financial condition of the Cooperative as of the end of the fiscal year. A summary and general explanation of such audit reports shall be submitted to the members at the following Annual Meeting.
(f) The Board shall fix the powers and duties and compensation of Directors, Officers, Agents, and Employees, subject to Section 22.
(g) The Board may elect an Executive Committee of three or more Directors, and when the Board is not in session, such Committee shall have all powers conferred upon it by the Statutes of the State of South Dakota, as amended.
(a) A board of no more than seven shall manage the business and affairs for the Cooperative and shall exercise all powers not otherwise provided.
(b) The Directors shall be elected from the following 3 districts:
• North: Wolsey, Alpena, Woonsocket exchanges
• Central: Forestburg, Artesian, Letcher, Mt Vernon exchanges
• South: Ethan, Parkston, Tripp exchanges
(c) It shall be the duty of each director to participate in such activities as are deemed to enhance the prestige of the Cooperative, broaden its operation, and fulfill its public obligations as a member of the community and the rural telecommunications services program, and in furtherance of all thereof to devote reasonable time in attendance at meetings of affiliated organizations and at training sessions designed to assist and improve directors and officers in carrying out their duties.
(d) The Board shall adopt Regulations governing the conduct of the Cooperative and its relationship to its members and patrons.
(e) The Board shall cause to be established and maintained a complete accounting system, which, among other things, and subject to applicable rules and regulations of any regulatory body, shall conform to such accounting systems as may from time time be designated by the Administrator of the Rural Utilities Service of the United States of America, and shall, after the close of each fiscal year, cause a full and complete audit to be made of the accounts, books, and financial condition of the Cooperative as of the end of the fiscal year. A summary and general explanation of such audit reports shall be submitted to the members at the following Annual Meeting.
(f) The Board shall fix the powers and duties and compensation of Directors, Officers, Agents, and Employees, subject to Section 22.
(g) The Board may elect an Executive Committee of three or more Directors, and when the Board is not in session, such Committee shall have all powers conferred upon it by the Statutes of the State of South Dakota, as amended.
SECTION 17. Election and Tenure
(a) It is the purpose of this section to provide, if possible, for the election each year, at the Annual Meeting, of two or three Directors for three-year terms. The board shall determine the manner in which the purposes of this paragraph shall be accomplished.
(b) All Directors shall be elected by secret ballot by a plurality vote. In the event of a tie vote, another ballot shall be cast on the tie race, and additional ballots as needed to produce a plurality winner. If only one candidate has been nominated for any office when nominations are closed at the Annual Meeting, he shall be deemed to have been elected and no ballots need to be cast or counted.
(c) Each year Directors shall be elected only from exchanges for which the Director’s term is expiring, or in which no Director, other than a Director-at-Large, resides.
(d) There shall never be more than one Director and one Director-at-Large elected from any Exchange.
(e) If a Director elected from a district moves his residence to another district, he shall continue to serve until the next Annual Meeting, when his term shall expire, and a new Director shall be elected from his former district in accordance with the preceding subsections.
(f) If an election of Directors is not held at an annual meeting, or at any adjournment thereof, a special meeting to elect Directors shall be held within a reasonable time.
(g) These provisions apply to the filling of vacancies as far as applicable.
(b) All Directors shall be elected by secret ballot by a plurality vote. In the event of a tie vote, another ballot shall be cast on the tie race, and additional ballots as needed to produce a plurality winner. If only one candidate has been nominated for any office when nominations are closed at the Annual Meeting, he shall be deemed to have been elected and no ballots need to be cast or counted.
(c) Each year Directors shall be elected only from exchanges for which the Director’s term is expiring, or in which no Director, other than a Director-at-Large, resides.
(d) There shall never be more than one Director and one Director-at-Large elected from any Exchange.
(e) If a Director elected from a district moves his residence to another district, he shall continue to serve until the next Annual Meeting, when his term shall expire, and a new Director shall be elected from his former district in accordance with the preceding subsections.
(f) If an election of Directors is not held at an annual meeting, or at any adjournment thereof, a special meeting to elect Directors shall be held within a reasonable time.
(g) These provisions apply to the filling of vacancies as far as applicable.
SECTION 18. Qualifications
To become or remain a Director a person must:
(a) Be an individual member, or be a partner or officer of a member.
(b) Actually reside in the service area of the district from which elected, or appointed. Directors-at-Large must reside in the service area of the Cooperative.
(c) Not be in any manner employed by or financially interested in a competing enterprise, or be in the business of selling telecommunications supplies, or the ownership and management either directly or indirectly of a cable television company.
(d) Not have, within the last 5 years, been an employee of the Cooperative.
(e) Consent to be a candidate and agree to serve if elected. A statement of consent must be made from the floor of the Annual Meeting in person, or in writing.
(a) Be an individual member, or be a partner or officer of a member.
(b) Actually reside in the service area of the district from which elected, or appointed. Directors-at-Large must reside in the service area of the Cooperative.
(c) Not be in any manner employed by or financially interested in a competing enterprise, or be in the business of selling telecommunications supplies, or the ownership and management either directly or indirectly of a cable television company.
(d) Not have, within the last 5 years, been an employee of the Cooperative.
(e) Consent to be a candidate and agree to serve if elected. A statement of consent must be made from the floor of the Annual Meeting in person, or in writing.
SECTION 19. Nominations
(a) Any member desiring to be a member of the Board of Directors shall circulate a petition to be nominated. The petition shall be signed by at least 15 members residing in the same district as the candidate, or if the candidate is to be elected at large it shall be signed by at least 15 members residing in any of the districts within service area of the Cooperative. The petition shall then be filed with the Secretary not less than thirty (30) days before the Annual Meeting and, if he is otherwise eligible, he shall become a candidate for the Board of Directors.
(b) A list of candidates who have properly filed their petition shall be mailed to each member, either with the notice of meeting or separately, not less than 10 days before the meeting, with a statement of the number of directors to be elected and the names and addresses of the candidates.
(b) A list of candidates who have properly filed their petition shall be mailed to each member, either with the notice of meeting or separately, not less than 10 days before the meeting, with a statement of the number of directors to be elected and the names and addresses of the candidates.
SECTION 20. Removal and Disqualification
(a) A petition for removal of a Director stating charges of cause therefore, filed with the Secretary, together with proof of personal service thereof on the person charged, before notice has been printed shall be heard by all the members at any meeting. The notice of the meeting must generally describe the charges and state that any vacancy created by such removal will be filled by a vote of the members upon candidates nominated from the floor.
The person charged may be heard at the meeting in person, or by counsel, and may present evidence. The person bringing the charges against him shall have the same opportunity.
Removal can be affected only by a two-thirds (2/3) majority of those voting by secret written ballot.
(b) At any time that the Board shall find, by resolution passed by a vote of five (5) Directors, that a Director is not complying with the qualifications prescribed by Section 18, he shall at that time cease to be a Director.
Notice of such resolution must be given to such Director before the meeting at which it is considered and he may be heard at such meeting, in person, or by counsel, and he may present evidence.
(c) No member of the Board of Directors shall become an employee of the Cooperative unless he is at least 5 years removed from his time on the Board of Directors.
(d) Nothing contained in this section shall affect in any manner whatsoever the validity of any action of the Board prior to vote for removal, or the passage of the resolution finding and determining disqualification.
The person charged may be heard at the meeting in person, or by counsel, and may present evidence. The person bringing the charges against him shall have the same opportunity.
Removal can be affected only by a two-thirds (2/3) majority of those voting by secret written ballot.
(b) At any time that the Board shall find, by resolution passed by a vote of five (5) Directors, that a Director is not complying with the qualifications prescribed by Section 18, he shall at that time cease to be a Director.
Notice of such resolution must be given to such Director before the meeting at which it is considered and he may be heard at such meeting, in person, or by counsel, and he may present evidence.
(c) No member of the Board of Directors shall become an employee of the Cooperative unless he is at least 5 years removed from his time on the Board of Directors.
(d) Nothing contained in this section shall affect in any manner whatsoever the validity of any action of the Board prior to vote for removal, or the passage of the resolution finding and determining disqualification.
SECTION 21. Vacancies
Except for vacancies caused by removal by the Members all vacancies shall be filled by affirmative vote of five (5) Directors. Any person appointed to the Board pursuant to this Section shall serve until the end of the unexpired term of the position he is appointed to fill.
SECTION 22. Compensation
(a) Directors shall not receive any salary for their services as Directors, except that by resolution of the Board a fixed sum and expenses, may be allowed for attendance at each meeting of the Board. The allowance of the same fixed sum, and expenses, for attendance at other meetings and events which the Board shall by resolution determine to be in furtherance of the aims of the Cooperative and in fulfillment of the duties of Directors described in Section 16, is by this Bylaw declared to be approved by the members. Board members, who elect to participate, may be extended various forms of liability and accident insurance as well as participation in benefits provided to employees except benefits based on salary.
(b) No Director shall receive compensation for serving the Cooperative in any other capacity, nor shall any spouse, brother, sister, parent, child, niece or nephew, aunt or uncle, of a Director receive salary or wages from the Cooperative unless specifically authorized by a vote of the members or unless certified by the Board as an emergency.
(b) No Director shall receive compensation for serving the Cooperative in any other capacity, nor shall any spouse, brother, sister, parent, child, niece or nephew, aunt or uncle, of a Director receive salary or wages from the Cooperative unless specifically authorized by a vote of the members or unless certified by the Board as an emergency.
SECTION 23. Regular Meetings
A meeting of the Board shall be held without notice immediately after and at the same place as the Annual Meeting. Regular meetings of the Board shall be held monthly without notice at the principal office of the Cooperative at times as fixed by the Board.
SECTION 24. Special Meetings
A special meeting may be called by the Board, by the President, or by written request filed with the Secretary signed by three (3) Directors. The place and time of the meeting shall be fixed by the person calling the meeting. Notice thereof shall be given to each Director not less than five (5) days prior thereto.
SECTION 25. Quorum
Five (5) Directors present shall constitute a quorum. The act of a majority of the Directors present at any meeting at which a quorum is present shall be the act of the Board. If a quorum is not present at any meeting, a majority of the Directors present may adjourn the meeting to another time and place, but must give notice thereof to the absent Directors.
SECTION 26. Rules of Order
Rules as to the order of business shall be adopted by the Board which shall prevail throughout all meetings unless other rules are substituted by a vote of six (6) Directors.
SECTION 27. Officers
The officers of the Cooperative shall be a President, Vice President, Secretary, and Treasurer, and such other officers as the Board may determine. They shall in general perform all duties and exercise powers incident to their offices, and such other duties and powers as the Board shall prescribe.
SECTION 28. Election and Terms
Officers shall be elected by ballot, annually, by and from the Board, as soon after the Annual Meeting as convenient, to hold office until their successors shall have been elected and qualified. A vacancy in any office shall be filled by the Board for the unexpired portion of the term.
SECTION 29. Officer Standard of Conduct and Removal of Officers by Directors
(a) An Officer shall discharge the Officer’s duties: (a) in good faith; (b) with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and (c) in a manner the Officer reasonably believes to be in the Cooperative’s best interests.
(b) Any Officer elected or appointed by the Board may be removed by the Board for cause, related to the performance of the duties of his position whenever, in its judgment, the best interests of the Cooperative will be served thereby. The Officer against whom such charges have been brought shall be informed in writing of the charges at least ten days prior to the Board Meeting by which the charges are to be considered and shall have an opportunity at the meeting to be heard in person or by counsel and to present evidence in respect of the charges; and the person or persons bringing the charges against him shall have the same opportunity.
(b) Any Officer elected or appointed by the Board may be removed by the Board for cause, related to the performance of the duties of his position whenever, in its judgment, the best interests of the Cooperative will be served thereby. The Officer against whom such charges have been brought shall be informed in writing of the charges at least ten days prior to the Board Meeting by which the charges are to be considered and shall have an opportunity at the meeting to be heard in person or by counsel and to present evidence in respect of the charges; and the person or persons bringing the charges against him shall have the same opportunity.
SECTION 30. Duties of President
The President shall:
(a) Be the Principal executive officer of the Cooperative;
(b) Unless otherwise determined by the Board, preside at all meetings;
(c) Sign all instruments authorized by the Board, except as otherwise provided.
(a) Be the Principal executive officer of the Cooperative;
(b) Unless otherwise determined by the Board, preside at all meetings;
(c) Sign all instruments authorized by the Board, except as otherwise provided.
SECTION 31. Duties of Vice President
The Vice President, in the absence of the President or if he is unable or refuses to so act, shall:
Perform the duties of the President; and when so acting he shall have all the powers and authority vested in him as in incident to the office of the President.
Perform the duties of the President; and when so acting he shall have all the powers and authority vested in him as in incident to the office of the President.
SECTION 32. Duties of Secretary
The Secretary shall:
(a) Keep the minutes of the meetings of the members and the Board;
(b) See that all notices are duly given; (upon his default in such duties, notice may be given by anyone);
(c) Be custodian of the corporate records and of the seal of the Cooperative;
(d) Affix the seal of the Cooperative to all documents where such seal is required;
(e) Sign all documents as required by the Board; except as otherwise provided;
(f) Keep a register of the names and post office addresses of all members;
(g) Have general care of the books of the Cooperative;
(h) Keep on file at all times complete copies of the Restated Articles of Incorporation and Bylaws with all amendments which shall always be open to inspection by any member; and
(i) At the expense of the Cooperative furnish a copy of the Bylaws and all amendments to each member.
(a) Keep the minutes of the meetings of the members and the Board;
(b) See that all notices are duly given; (upon his default in such duties, notice may be given by anyone);
(c) Be custodian of the corporate records and of the seal of the Cooperative;
(d) Affix the seal of the Cooperative to all documents where such seal is required;
(e) Sign all documents as required by the Board; except as otherwise provided;
(f) Keep a register of the names and post office addresses of all members;
(g) Have general care of the books of the Cooperative;
(h) Keep on file at all times complete copies of the Restated Articles of Incorporation and Bylaws with all amendments which shall always be open to inspection by any member; and
(i) At the expense of the Cooperative furnish a copy of the Bylaws and all amendments to each member.
SECTION 33. Duties of Treasurer
The Treasurer shall:
(a) Have custody and charge of and responsibility for all funds and securities of the Cooperative.
(b) Be responsible for the receipt and deposit of Cooperative funds in Banks selected by the Board.
(a) Have custody and charge of and responsibility for all funds and securities of the Cooperative.
(b) Be responsible for the receipt and deposit of Cooperative funds in Banks selected by the Board.
SECTION 34. Duties of Manager
A Manager shall be appointed by the Board to perform duties, and to exercise authority, as the Board shall prescribe.
SECTION 35. Reports
Officers shall submit reports at each annual meeting covering the business of the Cooperative for the previous year, and its conditions at the close of such fiscal year.
NON-PROFIT OPERATION
SECTION 36. Patronage Capital.
In furnishing telecommunications services, the Cooperative’s operations shall be conducted so that all patrons will, through their patronage, furnish capital for the Cooperative. In order to induce patronage and to assure that the Cooperative will operate on a non-profit basis, the Cooperative is obligated to account on a patronage basis to all its patrons, for all amounts received and receivable from the furnishing of telecommunication services in excess of operating costs and expenses properly chargeable against the furnishing of telecommunications services. All such amounts in excess of operating costs and expenses at the moment of receipt by the Cooperative are received with the understanding that they are furnished by the patrons as capital. The Cooperative is obligated to pay by credit to a capital account for each patron all refunds of taxes paid on such amounts. Separate books and accounts shall be established and maintained for the operation and management of the cable television facilities.
The books and records of the Cooperative shall be set up and kept on such a manner that at the end of each fiscal year the amount of capital, if any, so furnished by each patron is clearly reflected and credited in an appropriate record to the capital account of each patron, and the Cooperative shall within a reasonable time after the close of the fiscal year notify each patron of the amount of capital so credited to his account. All such amounts credited to the capital account of any patron shall have the same status as though they had been paid to the patron in cash in pursuance of a legal obligation to do so and the patron had then furnished the Cooperative corresponding amounts for capital.
All other amounts received by the Cooperative from its operation in excess of costs and expenses shall, insofar as permitted by law, be (1) used to offset any losses incurred during the current year, or any prior fiscal year and (2) used to provide an unallocated surplus or reserve, (3) to the extent not needed for either of the above two purposes, allocated to its patrons on a patronage basis and any amount so allocated shall be included as part of the capital credited in the accounts of patrons as herein provided.
Retirement. If, at any time prior to dissolution or liquidation, the Board shall determine that the financial condition of the Cooperative will not be impaired thereby, the capital then credited to patrons accounts may be retired in full or in part. Any such retirements of capital shall be made in order as determined by the Board of Directors.
Notwithstanding any other provision of these Bylaws, the Board acting in its discretion under regulations of general application, shall have the power, upon the death of any patron, or cessation of existence to retire all capital credited to any such patron; provided, that the financial condition of the Cooperative will not be impaired thereby.
Dissolution. In the event of dissolution or liquidation of the Cooperative, after all outstanding indebtedness of the Cooperative have been paid, outstanding capital credits shall be retired without priority on a prorate basis before any payments are made on account of property rights of member.
Patrons. Must make application for service and agree, and continue, to purchase from the Cooperative all telecommunication services used on the premises described in the application, when it is available, and to pay the charges monthly for connection and service, and interest and bookkeeping expenses incurred on delinquent accounts as prescribed by the Regulations.
Binding. The patrons of the Cooperative, by dealing with the Cooperative, acknowledge that the terms and provisions of the Articles, Bylaws, and Regulations shall constitute and be a contract between the Cooperative and each patron, and both the Cooperative and the patrons are bound by such contract, as fully as though each patron had individually signed a separate instrument containing such terms and provisions.
Posting. This Section shall be called to the attention of each patron of the Cooperative by posting in a conspicuous place in the Cooperative’s office.
The books and records of the Cooperative shall be set up and kept on such a manner that at the end of each fiscal year the amount of capital, if any, so furnished by each patron is clearly reflected and credited in an appropriate record to the capital account of each patron, and the Cooperative shall within a reasonable time after the close of the fiscal year notify each patron of the amount of capital so credited to his account. All such amounts credited to the capital account of any patron shall have the same status as though they had been paid to the patron in cash in pursuance of a legal obligation to do so and the patron had then furnished the Cooperative corresponding amounts for capital.
All other amounts received by the Cooperative from its operation in excess of costs and expenses shall, insofar as permitted by law, be (1) used to offset any losses incurred during the current year, or any prior fiscal year and (2) used to provide an unallocated surplus or reserve, (3) to the extent not needed for either of the above two purposes, allocated to its patrons on a patronage basis and any amount so allocated shall be included as part of the capital credited in the accounts of patrons as herein provided.
Retirement.
If, at any time prior to dissolution or liquidation, the Board shall determine that the financial condition of the Cooperative will not be impaired thereby, the capital then credited to patrons accounts may be retired in full or in part. Any such retirements of capital shall be made in order as determined by the Board of Directors.
Notwithstanding any other provision of these Bylaws, the Board acting in its discretion under regulations of general application, shall have the power, upon the death of any patron, or cessation of existence to retire all capital credited to any such patron; provided, that the financial condition of the Cooperative will not be impaired thereby.
Dissolution.
In the event of dissolution or liquidation of the Cooperative, after all outstanding indebtedness of the Cooperative have been paid, outstanding capital credits shall be retired without priority on a prorate basis before any payments are made on account of property rights of member.
Patrons.
Must make application for service and agree, and continue, to purchase from the Cooperative all telecommunication services used on the premises described in the application, when it is available, and to pay the charges monthly for connection and service, and interest and bookkeeping expenses incurred on delinquent accounts as prescribed by the Regulations.
Binding.
The patrons of the Cooperative, by dealing with the Cooperative, acknowledge that the terms and provisions of the Articles, Bylaws, and Regulations shall constitute and be a contract between the Cooperative and each patron, and both the Cooperative and the patrons are bound by such contract, as fully as though each patron had individually signed a separate instrument containing such terms and provisions.
Posting.
This Section shall be called to the attention of each patron of the Cooperative by posting in a conspicuous place in the Cooperative’s office.
MISCELLANEOUS
SECTION 37. Disposition of Property.
(a) The Board shall have full power and authority to authorize the execution and delivery of a mortgage, deed of trust of, or the pledging and encumbering of, any or all of the property, assets, rights, privileges, licenses, franchises and permits of the Cooperative whether acquired or to be acquired, wherever situated, as well as revenues and income therefrom, to secure any indebtedness of the Cooperative to the United States of America or any instrumentality or agency thereof, or to a financing institution, , for the purpose of financing its members’ programs, projects, and undertakings.,
(b) The Board may, upon the authorization of a majority of all members of the Cooperative at a meeting of the members, sell, lease, or otherwise dispose of all or a substantial portion of its property to another corporation, or to the holder of any notes, bonds, or other evidence of indebtedness issued to the United States of America, or any agency or instrumentality thereof.
(c) The Cooperative may not otherwise sell, encumber, or otherwise dispose of all, or a substantial portion of its property unless authorized at a meeting of the members, by the affirmative vote of not less than three-fourths (3/4) of all members, and unless notice thereof shall have been contained in the notice of the meeting.
SECTION 38. 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 of South Dakota.”
SECTION 39. Bonds.
Officers, agents or employees of the Cooperative shall give such bonds as the Board shall prescribe.
SECTION 40. Contracts.
Except as otherwise provided, the Board may authorize anyone 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 41. Checks, Drafts, etc.
All checks, drafts or other order for the payment of money, and all notes, bonds or other evidences of indebtedness issued in the name of the Cooperative shall be signed as determined by the resolution of the Board.
SECTION 42. Change in Rates.
Written notice shall be given to the Administrator of the Rural Utilities Service of the United States of America not less than 90 days prior to the date upon which any proposed change in the monthly rates charged by the Cooperative for telecommunications services become effective.
SECTION 43. Fiscal Year.
The Cooperative shall begin on the 1st day of January of each year and shall end on the 31st day of December of the same year.
SECTION 44. Membership in Other Organizations.
The Cooperative may upon the authorization of the Board purchase stock in or become a member of any corporation or organization organized on a profit or non-profit basis for the purpose of engaging in or furthering the cause of rural telephony and telecommunications services subject to the approval of the Administration of the Rural Utilities Service.
SECTION 45. Notice.
Unless otherwise provided, notice shall be given in writing, delivered either personally or by mail. If by mail, notice is given when deposited in the United States mail, with postage prepaid thereon, addressed to a person at his address as it appears on the records of the Cooperative, and failure of any person to receive notice so mailed shall not invalidate any action taken pursuant thereto; and a signed waiver is equivalent to personal notice to the person so signing; attendance at any meeting is a waiver of notice of such meeting except when it is for the express purpose of objecting to the transaction of business because the meeting was not lawfully convened. Notice shall usually be given by or at the direction of the Secretary, but may be given by anyone.
SECTION 46. Amendments.
These bylaws may be altered, amended, or repealed by a majority vote of the members voting at any regular of special meeting, provided the notice of such meeting shall have contained a copy of the proposed alteration, amendment or repeal, and provided further, that the members voting must be sufficient in number to constitute a quorum.