Article I – Membership
Article II – Rights and Liablitilies of the Cooperative and the Members
Article III – Meetings of Members
Article IV – Directors
Article V – Meetings of Board
Article VI – Officers
Article VII – Non-Profit Operation
Article VIII – Disposition of Property
Article IX – Seal
Article X – Financial Transactions
Article XI – Miscellaneous
Article XII – Amendments
Article XIII – Indemnification
Article XIV – Rates, Terms and Conditions of Service
ARTICLE I – MEMBERSHIP
Section 1. Classes, Qualifications and Rights.
(a) The Cooperative shall have one class of members, with voting rights set forthin these bylaws and as required under the Virginia Telephone Cooperatives Act (Va. Code Section 56-485 et seq.) (the “Telephone Cooperatives Act”). With respect to matters requiring the approval of members, each member shall be entitled to one (1) vote at the meeting of the members of the Cooperative. Except as otherwise required by the Telephone Cooperatives Act or other applicable law, the members shall have only the following voting rights:
(1) Any corporate action, except the election of directors, a merger, sale or other disposition of all or substantially all of the cooperative’s assets other than in the usual and regular course of business or dissolution, which, under applicable law, requires approval of the members, shall be approved at a meeting at which a quorum of the members is present if the votes cast in favor of the action exceed the votes cast against the action.
(2) Directors shall be elected by a plurality of the votes cast by the members entitled to vote in the election at a meeting at which a quorum is present; and
(3) A merger, sale or other disposition of all or substantially all of the cooperative’s assets otherwise than in the usual and regular course of business, or dissolution shall be approved by a majority of the votes present and entitled to vote by the members entitled to vote on the transaction at a meeting at which a quorum of the members is present.
(b) Any person, firm, association, corporation or body politic will become a member upon receipt of retail telephone services (here and hereinafter used as defined in the Telephone Cooperative Act) from the Cooperative at a premise within its established service area and the execution of a membership application in the form prescribed by the Board of Directors.
(1) Such application shall include an agreement:
(i) to purchase telephone services from the Cooperative as an end user of such services, in accordance with the rates, terms and conditions specified by the Cooperative; and
(ii) to comply with and be bound by the Articles of Incorporation and Bylaws of the Cooperative and any rules and regulations adopted by the Board.
(2) Purchasers of the Cooperative’s services at wholesale, or otherwise for resale shall not be eligible for membership or patronage credits with respect to such wholesale services.
(3) Membership shall become effective upon the date of commencement of service. Membership eligibility terminates upon disconnection of service; however the Board may provide for suspension of service during periods of temporary absence of a member.
Section 2. No Joint Memberships. Memberships in the Cooperative are extended only to individual persons (natural or corporate) who meet the requirements of Section 1. There shall be no joint memberships; thus, the term “member” as used in these Bylaws shall refer to an individual
Section 3. Transfers of Memberships. Individual memberships will be freely transferrable on the books of the Cooperative between any persons in the same household or corporation upon request in writing.
Section 4. Purchase of Services. Each member shall, as soon as service is available, take service from the Cooperative and shall pay therefore monthly at rates in accordance with established tariffs as fixed by the Board. It is expressly understood that amounts received by the Cooperative for all services in excess of costs are furnished by members from the moment of receipt as capital and each member shall be credited with the capital so furnished as provided in these bylaws. However, the Cooperative is not obligated to furnish such credits for services which are not billed and collected by the Cooperative, even when such services are partially rendered over the facilities of the Cooperative. Each member shall also pay all amounts owed by him to the Cooperative as and when the same shall become due and payable.
Section 5. Termination of Membership.
(a) Any member may withdraw from membership upon compliance with such uniform terms and conditions as the Board may prescribe. The Board may, by the affirmative vote of not less than two-thirds of all the Directors, expel any member who fails to comply with any of the provisions of the articles of incorporation, bylaws, or rules and regulations adopted by the Board, but only if such member shall have been given written notice by the Cooperative that such failure makes him liable to expulsion and such failure shall have continued for at least ten (10) days after such notice was given. Any expelled member may be reinstated by vote of the Board or by vote of the members at any annual or special meeting. The membership of a member who for a period of thirty (30) days after service is available to him has not permitted the installation of service, or of a member who has ceased to purchase service from the Cooperative, may be canceled by resolution of the Board.
(b) Upon the withdrawal, death, cessation of existence or expulsion of a member, the membership of such member shall thereupon terminate. Termination of membership in any manner shall not release a member or his estate from any debts due the Cooperative, nor do unpaid bills release a member from his obligations under these bylaws or rules and regulations approved by the Board.
ARTICLE II – RIGHTS AND LIABILITIES OF THE COOPERATIVE AND THE MEMBERS
Section 1. Service Obligations.
(a) The Cooperative will use reasonable diligence to furnish adequate and dependable services, but it cannot and does not guarantee uninterrupted services nor will it always be able to provide every service desired by each individual member.
(b) The members pledge to purchase all Telephone Service from the Cooperative to the extent that the Telephone Service meets the needs of members and is competitively priced.
(c) The Cooperative shall be allowed to inspect and repair Cooperative property and installations located on property of member at all reasonable times.
(d) In the event any member installs or causes to be installed any equipment which, when connected to the facilities of the Cooperative, causes any damage to Cooperative equipment, such member agrees to indemnify Cooperative for all such damages.
Section 2. Cooperation of The Members In The Extension of Services. The cooperation of members of the Cooperative is imperative to the successful, efficient and economical operation of the Cooperative. Members who are receiving or who are requesting service shall be deemed to have consented to the reasonable use of their real property to construct, operate, maintain, replace or enlarge telephone and/or communications lines, overhead or under ground, including all conduit, cables, wires, surface testing terminals, markers and other appurtenances under, through, across, and upon any real property or interest therein owned or leased or controlled by said member for the furnishing of Telephone Service to said member, or any other member, at no cost to the Cooperative. When requested by the Cooperative, the member does agree to execute any easement or right-of-way contract on a form to be furnished by the Cooperative.
Section 3. Property Interest of Members. Upon dissolution, after:
(a) All debts and liabilities of the Cooperative shall have been paid, and
(b) All capital furnished through patronage shall have been retired as provided in these bylaws, the remaining property and assets of the Cooperative shall be distributed among the members and former members in the proportion which the aggregate patronage of each such member bears to the total patronage of all such members and such former members on the date of dissolution, unless otherwise provided by law.
Section 4. Non-liability for Debts of the Cooperative. The private property of the members shall be exempt from execution or other liability for the debts of the Cooperative and no member shall be liable or responsible for any debts or liabilities of the Cooperative.
ARTICLE III – MEETINGS OF MEMBERS
Section 1. Meetings Generally. Meetings of members shall be held at the registered office or the principal office of the Cooperative or at such other place, within a county served by the Cooperative, as the Board may designate from time to time. At least ten days before each meeting, the officer or agent having charge of the record of members of the Cooperative shall prepare a complete list of the members, together with the address of each. For a period of ten days prior to the meeting the list of members shall be kept on file at the registered office or principal office of the cooperative shall be subject to inspection by any member at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any member during the whole time of the meeting for the purposes thereof.
Section 2. Annual Meeting. The annual meeting of the members shall be held during the month of October of each year for the purpose of electing directors, passing upon reports for the previous fiscal year and transacting such other business as may come before the meeting. It shall be the responsibility of the Board to make adequate plans and preparations for the annual meeting. Failure to hold the annual meeting at the designated time shall not work a forfeiture or dissolution of the Cooperative.
Section 3. Special Meetings. Special meetings of the members may be called by the President, by resolution of the Board, or upon a written request signed by any three (3) Directors, or by not less than two hundred (200) members or by ten (10) percent of all the members, whichever shall be the lesser, and it shall thereupon be the duty of the Secretary to cause notice of such meeting to be given as hereinafter provided.
Section 4. Notice of Member Meetings. Written notice of the date, time and place of the meeting, and, in the case of a special meeting (or if required by law, the articles of incorporation or these bylaws), of the purpose or purposes for which the meeting is called shall be given by the Cooperative to each member. Such notice shall be given either by personal delivery or by mail, by or at the direction of the officer or persons calling the meeting, not more than 60 days nor less than ten days before the date of the meeting, (except that such notice shall be given to each member not less than 25 days before a meeting called to act on an amendment to the articles of incorporation, a plan of merger, a proposed sale, lease, exchange or other disposition of all, or substantially all, of the property of the Cooperative other than in the usual and regular course of business, or the dissolution of the Cooperative, which notice shall be accompanied by a copy of the proposed amendment, plan of merger, agreement of sale or plan of dissolution, as the case may be). Notice to a member shall be deemed given when mailed postage prepaid, correctly addressed, to the member at his address as shown in the current record of members of the Cooperative.
Section 5. Quorum. Two (2) percent of the total number of members shall constitute a quorum. If less than a quorum is present at any meeting a majority of those present in person may adjourn the meeting from time to time without further notice.
Section 6. Voting. Each member shall be entitled to only one vote upon each matter submitted to a vote at a meeting of the members. All questions shall be decided by a vote of a majority of the members voting thereon in person or by proxy except as otherwise provided by law, the articles of incorporation or these bylaws. In the election of directors, if there is no competition for the seat or seats to be filled, a voice vote will be taken.
Section 7. Order of Business. The order of business at the annual meeting of the members and, so far as possible at all other meetings of the members, shall be essentially as follows, except as otherwise determined by the members at such meeting.
(a) Report on the number of members present in order to determine the existence of a quorum.
(b) Reading of the notice of the meeting and proof of the due publication of mailing thereof, or the waiver or waivers of notice of the meeting, as the case may be.
(c) Reading of unapproved minutes of previous meetings of the members and taking of necessary action thereon.
(d) Presentation and consideration of reports of officers, directors, and committees.
(e) Election of Directors.
(f) Unfinished business.
(g) New business.
Section 8. Proxies. At all meetings of members, a member may vote by proxy executed in writing by the member, appointing some other member to cast his/her vote, or may vote by his/her duly authorized attorney in fact who shall be a member, or who shall execute a proxy to be voted by a member. If a member is not voting in person, by proxy, or by attorney in fact, the spouse of such member shall be entitled to vote for the member, in person or by proxy, and the presence at a meeting by such spouse either in person or by proxy shall constitute a wavier of notice of such meeting by such member. Members voting by proxy for other members at any meeting of the members shall file such proxies and any necessary substitution forms with the Secretary or his/her duly appointed representatives at the business office of the Cooperative on or before the close of business hours of the second day prior to the meeting of the members. No proxy shall be voted at any meeting of the members unless it shall designate the particular meeting at which it is to be voted, and no proxy shall be voted at any meeting other than the one so designated or any adjournment of such meeting. No person shall vote as proxy for more than ten (10) members at any meeting of the members and no proxy shall be valid after eleven (11) months from the date of its execution, provided however, that a person may act as proxy for an unlimited number of members for the purpose of voting on proposed amendments to the Articles of Incorporation of the Cooperative, or on the question of selling or leasing the Cooperative’s property as set forth in Article VIII hereof. A member may revoke any proxy given by him/her prior to a meeting of the members and prior to the time a ballot has been issued based upon such proxy, by such member’s presence and registration at the meeting of the members, at which time such member shall be entitled to vote at such meeting in the same manner and with the same effect as if he/she had not executed a proxy.
Section 9. Determination of Members of Record. The membership records may be closed by order of the board of directors for not more than 70 days for the purpose of determining members entitled to notice of or to vote at any meeting of the members or any adjournment thereof (or in order to make a determination of members for any other purpose). In lieu of closing such records, the board of directors may fix in advance as the record date for any such determination a date not more than 70 days before the date on which such meeting is to be held (or other action requiring such determination is to be taken). If the records are not thus closed or the record date is not thus fixed, the record date shall be the close of business on the day before the effective date of the notice to members.
Section 10. Conduct of Meetings. The President, or in his absence a Vice President, if any, shall act as chairman of and preside over meetings of the members. If no such officer is present, the meeting shall elect a chairman. The Secretary, or in his absence an Assistant Secretary, if any, shall act as the secretary of such meetings. If no such officer is present, the chairman shall appoint a secretary of the meeting.
Section 11. Procedure at Meetings. The procedure at meetings of the members shall be determined by the chairman, and (subject to the provisions of Section 10 of this Article) the vote on all questions before any meeting shall be taken in such manner as the chairman prescribes. However, upon the demand of the holders in the aggregate of at least twenty percent of all the members, such vote shall be by ballot.
Section 12. Adjournments. A majority of the members present in person or by proxy, even though less than a quorum, may adjourn the meeting to a fixed time and place. If a meeting of the members is adjourned to a date more than 120 days after the date fixed for the original meeting, notice of the adjourned meeting shall be given as in the case of the original meeting. If a meeting is adjourned for less than 120 days, no notice of the date, time or place of the adjourned meeting or, in the case of a special meeting, the purpose or purposes for which the meeting is called, need be given other than by announcement at the meeting at which the adjournment is taken, prior to such adjournment. If a quorum shall be present at any adjourned meeting, any business may be transacted which might have been transacted if a quorum had been present at the meeting as originally called.
Section 13. Voting Rights. Each member shall be entitled to one vote for as many persons as there are directors to be elected at that time, and shall be entitled to one vote on each matter on which members of Virginia non-stock corporations with voting rights are entitled to vote.
ARTICLE IV – DIRECTORS
Section 1. General Powers. The business and affairs of the Cooperative shall be managed by a Board of not less than five (5) nor more than thirteen (13) members which shall exercise all of the powers of the Cooperative except such as are by law, the articles of incorporation, or these bylaws conferred upon or reserved to the members.
Section 2. Election and Tenure of Office. Directors shall be elected at each annual meeting of the members and may be elected at any special meeting of the members. Directors shall be elected by secret ballot, by and from the members of this Cooperative, and shall serve until the next succeeding annual meeting of the members or until their successors shall have been elected and shall have qualified. If there is no competition for the seat or seats to be filled, a voice vote will be taken.
If an election of Directors shall not be held on the day designated herein for the annual meeting, or at any adjournment thereof, a special meeting of the members shall be held for the purpose of electing Directors within a reasonable time thereafter. Directors may be elected by a plurality vote of the members.
Section 3. Director Qualifications. Each person meeting all of the requirements listed below shall be eligible to become or remain a Director.
(a) Each such person must be a member of this Cooperative on the date of the meeting of the members at which such person seeks to be elected to the Board;
(b) Each such person must be a bona fide resident of the franchised area of the Cooperative;
(c) Each such person, on the date of the meeting of the members at which such person seeks to be elected to the Board, shall have the legal capacity to enter into a binding contract.
(d) To remain a director, the incumbent must attend a majority or more of the regular meetings during each twelve (12) month period beginning with the month of his/her election.
Upon establishing the fact that a director is not in compliance with the foregoing provisions, the Board shall record such facts with the minutes of their next regular or special called meeting at which time such Director shall no longer be a member of the Board and his/her position shall be declared vacant, such vacancy to be filled according to the terms of Article IV, Section 7 of these bylaws.
Nothing contained in this section shall affect in any manner the validity of any action taken at any meeting of the Board prior to such removal of such Director.
Section 4. Nominations. It shall be the duty of the Board to appoint, not less than thirty (30) days nor more than one hundred twenty days (120) before the date of a meeting of the members at which Directors are to be elected, a Committee on nominations consisting of not less than five (5) nor more than fourteen (14) members. No Director may serve on such committee. The committee shall prepare and post at the principal office of the Cooperative, at least twenty (20) days before the meeting of the members, a list of nominations for Directors which shall include as many nominees for each Board position to be filled at the election, as the committee deems advisable. The Secretary of the Cooperative shall be responsible for mailing with the notice of the meeting or separately, but at least ten (10) days before the date of the meeting of the members, a statement of the number of Directors to be elected and the names and addresses of the candidates nominated by the Committee on Nominations. Any seventy-five (75) or more members acting together may make other nominations by petition and the Secretary of the Cooperative shall post such nominations at the same place the list of nominations made by the Committee on Nominations is posted. Nominations made by petition, if any, must be received at least five (5) days before the meeting date and shall be included on the official ballot.
Section 5. Removal of Director by Members. Any member may bring charges against a Director and, by filing with the Secretary of the Cooperative such charges in writing together with a petition signed by at least ten (10) percent of the members of the Cooperative or two hundred (200), whichever is the lesser, may request the removal of such Director by reason thereof. Such charges must be related to or have some connection with the responsibilities and obligations of such Director. Such Director shall be informed in writing of the charges by the Secretary of the Cooperative at least thirty (30) days prior to the date of a meeting of the members of the Cooperative at which the charges are to be considered and shall have an opportunity at such meeting to be heard in person and/or by Counsel and to present evidence in respect to the charges; and the person or persons bringing the charges against him/her shall have the same opportunity. The question of removal of such Director shall be considered and voted upon at such meeting duly called and held as prescribed under Article III of these Bylaws, and any vacancy created by such removal shall be filled according to the provisions of Article IV, Section 7 of these Bylaws.
Section 6. Resignations. A Director may resign at any time by delivering written notice to the Board of Directors, the President, or the Secretary. A resignation is effective when notice is delivered unless the notice specifies a later effective date. If a resignation is made effective at a later date, the Board of Directors may fill the pending vacancy before the effective date if the Board of Directors provides that the successor does not take office until the effective date.
Section 7. Vacancies. A vacancy occurring in the Board shall be filled by the affirmative vote of a majority of the remaining Directors for the unexpired portion of the term, provided, however, that in the event the vacancy is not filled by the Board within ninety (90) days after the vacancy occurs, the members shall have the right to fill such vacancy at a meeting of the members without compliance with the foregoing provisions with respect to nominations.
Section 8. Compensation. The Board of Directors shall have authority to fix the compensation of Directors. Directors shall be entitled to reimbursement for expenses incurred by them in the performance of their duties.
Section 9. Conflicts of Interest. No transaction with the Cooperative in which a director has a direct or indirect personal interest shall be void or voidable solely because of the director’s interest in the transaction if: (i) the material facts of the transaction and the director’s interest are disclosed or known to the Board or a committee of the Board, and the transaction was authorized, approved or ratified by the affirmative vote of a majority of the directors on the Board, or on the committee, who have no direct or indirect personal interest in the transaction; provided, however, that a transaction shall not be authorized, approved or ratified by a single director; or (ii) the material facts of the transaction and the director’s interest are disclosed to the members, and the transaction is authorized, approved or ratified by the vote of a majority of the members other than a director who has a direct or indirect interest in the transaction; or (iii) the transaction is fair to the Cooperative.
ARTICLE V – MEETINGS OF BOARD
Section 1. Regular Meetings. A regular meeting of the Board shall be held without notice, immediately after, and at the same place as, the annual meeting of the members. A regular meeting of the Board shall also be held monthly at such time and place within one of the counties served by the Cooperative as designated by the Board. Such regular monthly meeting may be held without notice other than such resolution fixing the time and place thereof. Any meeting of the Board may be held in whole or in part by a telephone conference call or other means of communication whereby all Directors participating at a properly called meeting may simultaneously hear each other during the meeting.
Section 2. Special Meetings. Special meetings of the Board may be called by the President or by any two (2) Directors, and it shall thereupon be the duty of the Secretary to cause notice of such meeting to be given as hereinafter provided. The President or Directors calling the meeting shall fix the time and place of the holding of the meeting.
Section 3. Notice of Board Meetings. Written notice of the time, place, and purpose of any special meeting of the Board shall be delivered to each Director either personally or by mail, by or at the direction of the Secretary, or upon a default in duty by the Secretary, by the President or one of the Directors calling the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the Director at his/her address as it appears on the records of the Cooperative, with postage thereon prepaid, at least five (5) days before the date set for the meeting.
Section 4. Quorum. A quorum at any meeting of the Board shall be a majority of the number of directors fixed or prescribed by these bylaws or, if no number is prescribed, the number of directors in office immediately before the meeting begins; provided, that if less than such majority of the Board is present at said meeting, a majority of the Board present may adjourn the meeting from time to time; and provided further, that the Secretary shall notify any absent Directors of the time and place of such adjourned meeting. The affirmative vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board, except as otherwise provided in these Bylaws.
Section 5. Committees. The Board of Directors may create one or more Committees and appoint members of the Board of Directors to serve on them. Each Committee may have two (2) but not more than three (3) members who serve at the pleasure of the Board of Directors. The creation of a Committee and appointment of members to it shall be approved by a majority of all the Directors in office when the action is taken.
To the extent specified by the Board of Directors, or in the Articles of Incorporation or these Bylaws, each Committee may exercise the authority of the Board of Directors, except that a Committee may not:
(a) Approve or recommend any matter which requires approval by the members of the Cooperative;
(b) Fill vacancies on the Board or any of its Committees;
(c) Amend Articles of Incorporation;
(d) Adopt, amend or repeal the Bylaws;
(e) Approve any plan of merger or sale of any assets of the Cooperative; or
(f) Authorize or approve any distribution, except according to a general formula or method prescribed by the Board of Directors.
All of the above Committees and their members shall be governed by the same requirements as the Board of Directors with respect to meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the Board of Directors.
Section 6. Waiver of Notice.
(a) A Director may waive any notice required by law, the Articles of Incorporation or Bylaws, before or after the date and time stated in the notice, and such wavier shall be equivalent to the giving of such notice. Except as provided in Subsection B of this section, the waiver shall be in writing, signed by the Director entitled to the notice, and filed with the minutes or corporate records.
(b) A Director’s attendance at or participation in a meeting waives any required notice to him/her of the meeting unless the Director at the beginning of the meeting or promptly upon his/her arrival, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.
Section 7. Action Without Meeting. Any action required or permitted by law to be taken at a meeting of the Board may be taken without a meeting if the action is taken by all of the members of the Board. The action shall be evidenced by one or more written consents stating the action taken, signed by each director either before or after the action taken, and included in the minutes or filed with the corporate records reflecting the action taken.
Section 8. Conduct of Meetings. The President, or in his absence, a Vice President, if any, shall act as chairman of and preside over meetings of the Board. If no such officer is present, the meeting shall elect a chairman. The Secretary, or in his absence an Assistant Secretary, if any, shall act as secretary of such meetings. If no such officer is present, the chairman shall appoint a secretary of the meeting.
Section 9. Participation by Conference Telephone. The Board may permit any or all directors to participate in a meeting of the directors by, or conduct the meeting through the use of, conference telephone or any other means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by such means shall be deemed to be present in person at the meeting. When a meeting is so conducted, a written record shall be made of the action taken at such meeting.
ARTICLE VI – OFFICERS
Section 1. Number. The officers of the Cooperative shall be a President, Secretary, Treasurer, and such Vice Presidents or other officers as may be determined by the Board from time to time. The offices of Secretary and Treasurer may be held by the same person. All officers shall be Directors.
Section 2. Election and Term of Office. The officers shall be elected annually by and from the Board at the meeting of the Board held immediately after the 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 may be convenient. Each officer shall hold office until the first meeting of the Board following the next succeeding annual meeting of the members or until his/her successor shall have been elected and shall have qualified. A vacancy in any office shall be filled by the Board for the unexpired portion of the term.
Section 3. Removal of Officers and Agents by the Board. Any officer or agent elected or appointed by the Board may be removed by the Board whenever in its judgment the best interests of the Cooperative will be served thereby.
Section 4. President. The President shall:
(a) Be the principal executive officer of the Cooperative and, unless otherwise determined by the Directors, shall preside at all meetings of the members and the Board;
(b) May sign any deeds, mortgages, deeds of trust, notes, bonds, contracts, or other instruments authorized by the Board to be executed, except in cases in which the signing and execution thereof shall be expressly delegated by the Board or by these Bylaws to some other officer or agent of the Cooperative, or shall be required by law to be otherwise signed or executed; and
(c) In general, perform all duties incident to the office of President and such other duties as may be prescribed by the Board from time to time.
Section 5. Vice President. In the absence of the President, or in the event of his/her inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall also perform such other duties as from time to time may be assigned to him/her by the Board.
Section 6. Secretary. The Secretary shall be responsible for or shall cause the following to be done:
(a) Keeping the minutes of the meetings of the members and of the Board in books provided for that purpose;
(b) Seeing that all notices are duly given in accordance with these Bylaws or as required by law;
(c) The safekeeping of the corporate books and records and the seal of the Cooperative and affixing the seal of the Cooperative documents, the execution of which on behalf of the Cooperative under its seal is duly authorized in accordance with the provisions of these Bylaws;
(d) Keeping a register of the names and post office addresses of all members;
(e) Keeping on file at all times a complete copy of the articles of incorporation and Bylaws of the Cooperative containing all amendments thereto (which copy shall always be open to the inspection of any member) and at the expense of the Cooperative, furnishing a copy of the Bylaws and of all amendments thereto to each member; and
(f) In general, performing all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him/her by the Board.
Section 7. Treasurer. The Treasurer shall be responsible for or shall cause the following to be done:
(a) Custody of all funds and securities of the Cooperative;
(b) The receipt of and the issuance of receipts for all monies due and payable to the Cooperative and for the deposit of all such monies in the name of the Cooperative in such bank or banks as shall be selected in accordance with the provisions of these Bylaws; and
(c) The general performance of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him/her by the Board.
Section 8. Manager. The Board may appoint a Manager who may be, but who shall not be required to be, a member of the Cooperative. The Manager shall perform such duties and shall exercise such authority as the Board may from time to time vest in him/her.
Section 9. Bonds of Officers. The Treasurer and any other officer or agent of the Cooperative charged with responsibility for the custody of any of its funds or property shall be bonded in such sum and with such surety as the Board shall determine. The Board in its discretion may also require any other officer, agent, or employee of the Cooperative to be bonded in such amount and with such surety as it shall determine. The cost of all bonds required herein shall be paid by the Cooperative.
Section 10. Compensation. The powers, duties, and compensation of officers, agents and employees shall be fixed by the Board subject to the provisions of these Bylaws.
Section 11. Reports. The officers of the Cooperative shall submit at each annual meeting of the members reports covering the business of the Cooperative for the previous fiscal year. Such reports shall set forth the conditions of the Cooperative at the close of such fiscal year.
ARTICLE VII – NON-PROFIT OPERATION
Section 1. Interest or Dividends on Capital Prohibited. The Cooperative shall at all times be operated on a Cooperative non-profit basis for the mutual benefit of its members. No interest or dividends shall be paid or payable by the Cooperative on any capital furnished by its members.
Section 2. Patronage Capital in Connection with Furnishing Telephone Service. In the furnishing of Telephone Service, the Cooperative’s operations shall be so conducted that all members will, through their patronage, furnish capital for the Cooperative. In order to induce patronage and to assure that the Cooperative will operate on a non-profit basis, the Cooperative is obligated to account on a patronage basis to all its members for all amounts received and receivable from the furnishing of Telephone Service in excess of operating costs and expenses properly chargeable against the furnishing of Telephone Service. All such amounts in excess of operating costs and expenses at the moment of receipt by the Cooperative are received with the understanding that they are furnished by the members as capital. The Cooperative is obligated to pay by credits to a capital account for each member all such amounts in excess of operating costs and expenses. The books and records of the Cooperative shall be set up and kept in such a manner that at the end of each fiscal year the amount of capital, if any, so furnished by each member is clearly reflected and credited in an appropriate record to the capital account of each member. The Cooperative shall, upon request of any member, provide information in writing regarding such member’s capital account. All such amounts credited to the capital account of any member shall have the same status as though they had been paid to the member in cash in pursuance of a legal obligation to do so and the member had then furnished the Cooperative corresponding amounts for capital.
All nonoperating margins, shall, insofar as permitted by law, be used to offset any losses during the current or any prior fiscal year and, to the extent not needed for that purpose, be accounted for as retained earnings of the Cooperative.
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 (see Article II Section 3). Any assets remaining after all debts and liabilities of the Cooperative have been paid shall be disposed of pursuant to the provisions of Article II Section 3 above; provided however, that if in the judgment of the Board the amount of such surplus relatively is too small to justify the expense of making such widespread distribution, the Board may, in lieu thereof, donate or provide for the donation of such surplus to one or more non-profit, charitable or educational organizations that are exempt from federal income taxation. If, at any time prior to dissolution or liquidation, the Board shall determine that the financial condition of the Cooperative will not be impaired thereby, the capital credited to members’ accounts may be retired in full or in part in such amounts and for such periods or years as the Board may deem best and proper.
Capital credited to the account of each member shall be assignable only on the books of the Cooperative pursuant to written instructions from the assignor and only to successors in interest or successors in occupancy in all or a part of such member’s premises served by the Cooperative unless the Board, acting under policies of general application, shall determine otherwise. Members at any time may assign their capital credits to the Cooperative and the Cooperative is authorized to negotiate capital credit settlement arrangements based on policies set by the Board.
Notwithstanding any other provision of these Bylaws, the Board at its discretion, shall have the power at any time upon the death of any member, if the legal representatives of his/her estate shall request in writing that the capital credited to any such member be retired prior to the time such capital would otherwise be retired under the provisions of these Bylaws, to retire capital credited to any such member immediately upon such terms and conditions as the Board, acting under policies of general application, and the legal representatives of such member’s estate shall agree upon; provided, however, that the financial condition of the Cooperative will not be impaired thereby.
The members of the Cooperative, by dealing with the Cooperative, acknowledge that the terms and provisions of the articles of incorporation and Bylaws shall constitute and be a contract between the Cooperative and each member, and both the Cooperative and the members are bound by such terms and provisions. The provisions of this Article of the Bylaws shall be called to the attention of each member of the Cooperative by posting in a conspicuous place in the Cooperative’s office.
ARTICLE VIII – DISPOSITION OF PROPERTY
The Cooperative may not sell, lease or dispose of any of its property other than property which, in the judgment of the Board, is neither necessary nor useful in operating or maintaining the Cooperative’s system and which in any one year shall not exceed ten percent in value of the value of all the property of the Cooperative unless authorized so to do by the votes of at least a two-thirds majority of the members of the Cooperative; provided, however, that the Cooperative:
(1) may mortgage or otherwise encumber its assets by a vote of at least two-thirds of the Board; or
(2) may sell or transfer its assets to another Cooperative upon the vote of a majority of its members at any regular or special meeting if the notice of such meeting contains a copy of the terms of the proposed sale or transfer.
ARTICLE IX – SEAL
The corporate seal of the Cooperative shall have inscribed thereon the name of the Cooperative and the words “Corporate Seal Virginia”.
ARTICLE X – FINANCIAL TRANSACTIONS
Section 1. Contracts. Except as otherwise provided in these Bylaws, the Board may authorize any officer or officers, agent or agents 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 2. Checks, Drafts, etc. All checks, drafts, or other orders for the payment of money, all notes, bonds, or other evidences of indebtedness issued in the name of the Cooperative shall be signed by such officer or officers, agent or agents, employee or employees of the Cooperative and in such manner as shall from time to time be determined by resolution of the Board.
Section 3. Deposits. All funds except petty cash of the Cooperative shall be deposited from time to time to the credit of the Cooperative in such bank or banks as the Board may select.
Section 5. Fiscal Year. The fiscal year of the Cooperative shall begin on the first day of January of each year and shall end on the thirty-first (31st) day of December of the same year.
ARTICLE XI – MISCELLANEOUS
Section 1. Policies, Rules, and Regulations. The Board shall have 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 2. Accounting System and Reports. The Board shall cause to be established and maintained a complete accounting system which, among other things, and subject to applicable laws and rules and regulations of any regulatory body, shall conform to such accounting system as may from time to time be designated by the Administrator of the Rural Electrification Administration of the United States of America. The Board shall also cause to be made by a certified public accountant a full and complete annual audit of the accounts, books, and financial condition of the Cooperative. The results of such audit shall be reported to the members at the next following annual meeting.
Section 3. Area Coverage. The Board shall make diligent effort to see that telephone 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.
ARTICLE XII – AMENDMENTS
The Bylaws may be altered, amended or repealed by the members at any regular or special meeting of the members or by the Board of Directors, without the approval of the members, at any regular or special meeting of the Board of Directors, provided the notice of such meeting shall have contained a copy of the proposed alterations, amendment or repeal. The power of the Board of Directors to alter, amend or repeal these Bylaws shall be subject, however, to the right of a majority of the members present at any regular or special meeting of members to alter, amend or repeal the Bylaws provided the notice of such a meeting shall have contained a copy of the proposed alteration, amendment or repeal.
The Board of Directors shall inform the members periodically of any alterations, amendments or repeals to these Bylaws by the Board of Directors.
ARTICLE XIII – INDEMNIFICATION
Section 1. Indemnification of Directors and Officers. Every individual, and his estate, heirs, executors and administrators, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding of any kind, whether civil, criminal, administrative, arbitrative or investigative, and whether or not by or in the right of the Cooperative, by reason of his being or having been a director or officer of the Cooperative, or at its request, of any other Cooperative, or by reason of his having served at the request of the Cooperative and in connection with a partnership, joint venture, committee, trust, employee benefit plan or other enterprise, shall be indemnified by the Cooperative against expenses (including attorney’s fees), judgments, fines, penalties, awards, costs, amounts paid in settlement, and liabilities of all kinds, actually incurred by him in connection with or resulting from such action, suit or proceeding to the fullest extent permitted under the Virginia Non-Stock Corporation Act, without limitation upon any other right to indemnification to which such individual may otherwise be entitled, and the Cooperative may, but shall not be required to, purchase on behalf of such individual insurance against liability asserted against or incurred by him in his capacity as a director or officer of the Cooperative, or arising from his status as such, whether or not the Cooperative would have power to indemnify him against the same liability under the provisions of the Virginia Non-Stock Corporation Act.
Section 2. Limitation of Liability of Officers and Directors.
(a) In any proceeding brought by or in the right of the Cooperative, or brought by or on behalf of members of the Cooperative, the damages assessed against an officer or director arising out of a single transaction, occurrence, or course of conduct shall be limited as follows:
(1) A director or officer who does not receive compensation for his services as such shall have no liability for damages if, at the time of the transaction, occurrence, or course of conduct giving rise to the proceeding the Cooperative was exempt from federal income taxation under Section 501(c) of the Code.
(2) The liability of a director or officer who does not receive compensation from the Cooperative for his services as such shall not exceed the amount of $100.00 if, at the time of the transaction, occurrence or course of conduct giving rise to the proceeding, the Cooperative was not exempt from federal income taxation under Section 501(c) of the Code.
(3) The liability of a director or officer who receives compensation from the Cooperative for his or her services as such shall not exceed the amount of $100.00.
(b) Notwithstanding the foregoing, the liability of a director or officer shall not be limited in accordance with the provisions of this Section if the director or officer engaged in willful misconduct or a knowing violation of the criminal law.
ARTICLE XIV – RATES, TERMS AND CONDITIONS OF SERVICE
Section 1. Rates & Service Conditions. The rates, terms and conditions of service along with the Cooperatives’ procedure for the resolution of disputes shall be outlined in the Cooperatives’ “Rates and Service Policy” (“Policy”) which shall be adopted by the Cooperatives’ Board of Directors.
Section 2. Policy Inspection. The Cooperative shall make its Policy available for general inspection by members during the Cooperatives’ normal hours of business operation.
Section 3. Definition of Tariff. Where applicable, references to the Cooperatives’ “Tariff” in these Bylaws shall refer to the Cooperatives’ Policy.
Effective: October 2003