Section 1. General Powers
The business and affairs of the Association shall be managed by the Board of Directors which shall exercise all of the powers of the Association except such as are by law or by the Articles of Incorporation or by these Bylaws conferred upon or reserved to the Members.
Section 2. Number, Designation and Tenure
Each Member shall be entitled to two (2) representatives on the Board of Directors of the Association. Such representatives shall be designated by the Board of Directors of the Member. Directors shall serve for terms of two (2) years beginning with the first annual meeting of the Members of the Association following their designation and until their successors are designated and qualified.
Section 3. Qualifications
One of the two Directors representing each Member shall be a duly elected member of the Board of Directors of the Member and the other shall be its General Manager (or another full-time salaried employee thereof). Such Directors shall be so designated and certified by the Secretary of the Board of the Member to the Secretary-Treasurer of the Association not less than ten (10) days prior to the annual meeting of the Members. Unless waived by the Board of Directors for good cause, each Director/Director shall either be credentialed as a Certified Cooperative Director (CCD) by the National Rural Electric Cooperative Association or be actively seeking and shall obtain such credentialing within one (1) year of his or her designation as a Director. When a person serving on the Board ceases being a full-time salaried employee or a Board member of a Member, his or her seat on the Board of Directors of the Association shall automatically become vacant, and such vacancy shall be filled as provided in these Bylaws.
Section 4. Vacancies
Subject to the provisions of Section 3 of this Article IV, any vacancy occurring on the Board of Directors whether by death, removal, resignation, or disqualification of a Director (other than the resignation, expulsion of cessation of corporate existence of a Member) shall be filled by the designation by and certification from the Board of Directors of the Member from which the vacancy occurs. Any Director designated to fill a vacancy shall serve until the next annual meeting of the Members or until his or her successor shall have been designated and qualified.
Section 5. Removal of Directors
Any Director may bring charges against a Director for violating his or her duties to the Association or for other proper reason by filing them in writing with the Secretary-Treasurer, together with a petition signed by thirty percent (30%) of the Directors, requesting the removal of the Director in question. The removal shall be voted upon at the next regular or special meeting of the Directors and any vacancy created by such removal may be filled as provided in Section 4 of this Article IV. The Director against whom such charges have been brought shall be informed in writing of the charges previous to the meeting and shall have an opportunity at the meeting to be heard in person or by counsel and to present evidence. The person or persons bringing the charges against him shall have the same opportunity. The Director shall be removed upon the affirmative vote of the Directors. The removed Director shall not be eligible to fill the vacancy.
Section 6. Compensation of Directors
Directors as such shall not receive any compensation from the Association for their service on the Board, provided, however, Members may provide a fixed sum and expenses for their designated Directors for attendance at each meeting of the Board of Directors or for other official business of the Association. Except in emergencies, no Director shall receive compensation for serving the Association in any other capacity, nor shall any close relative of a Director receive compensation for serving the Association, unless such compensation shall be specifically authorized by a vote of the Board of Directors.
Section 7. Rules, Regulations and Policies
The Board of Directors shall have power to make and adopt such rules, regulations and policies not inconsistent with law, the Articles of Incorporation or these Bylaws as it may deem advisable for the management, administration and regulation of the business and affairs of the Association.
Section 8. Audit and Accounting
The Board of Directors shall cause to be established and maintained a complete accounting system. The Board shall after the close of each fiscal year cause to be made by a Certified Public Accountant a full and complete audit of the accounts, books and financial condition of the Association as of the end of such fiscal year. A written report of the audit shall be filed with such governmental agencies and other entities as may be required by law, and shall be submitted to the annual meeting of the Members of the Association.
Section 9. Executive Committee
There shall be an Executive Committee which shall, during intervals between meetings of the Board, exercise such powers of the Board of Directors as the Board may have by resolution delegated to it. The Executive Committee shall consist of three members: 1) The Chairman; 2) the Vice Chairman; and 3) the Secretary-Treasurer. Of the persons on the Executive Committee, at least one (1) shall be a General Manager (or full time salaried employee) of the Members and at least one (1) shall be a Director of the Members. No Member shall have more than one of its designated Directors serving on the Executive Committee at the same time. In the event of a vacancy in said offices, the Chairman may appoint another Association Board member to such a position, subject to ratification of said appointment by the full Board of Directors at its next regularly scheduled meeting.