Bylaws

BYLAWS

OF

PENNYRILE RURAL ELECTRIC COOPERATIVE CORPORATION

ARTICLE I

MEMBERSHIP

SECTION 1.   Requirements for Membership.  Any person, firm, association, corporation, or body politic or subdivision thereof will become a consumer-member of Pennyrile Rural Electric Cooperative Corporation (hereinafter called the Cooperative) upon receipt of electric service from the Cooperative, provided that he/she or it has first:

  1. Made application for membership;
  2. Agreed to comply with and be bound by the Articles of Incorporation and Bylaws of the Cooperative and any rules and regulations and policies adopted by the Board of Directors (hereinafter called the Board); and
  3. Paid the membership fee hereinafter specified. No person, firm, corporation or body politic may hold more than one voting member-ship in the Cooperative, and no membership in the Cooperative shall be transferable, except as provided in these Bylaws.

Each consumer-member shall make available to the Cooperative a suitable site, as determined by the Cooperative, whereon to place the Cooperative’s physical facilities for the furnishing and metering of electric service and shall permit the Cooperative’s authorized employees, agents and independent contractors to have access thereto for inspection, maintenance, replacement, relocation or repair thereof at all reasonable times.  As part of the consideration of each service, each consumer-member shall be the Cooperative’s bailee of such facilities and shall accordingly desist from interfering with, impairing the operation of or causing damage to such facilities, and shall use his or her best effort to prevent others from so doing.  In the event such facilities are interfered with, impaired in their operation or damaged by the consumer-member, or by any other person when the consumer-member’s reasonable care and surveillance could have prevented such, the consumer-member shall indemnify the Cooperative and any other person against death, injury, loss or damage resulting therefrom including but not limited to the Cooperative’s cost of repairing, replacing or relocating any such facilities and its loss, if any, of revenues resulting from the failure or defective functioning of its metering equipment.  In no event shall the responsibility of the Cooperative extend beyond the point at which its service wires are attached to the meter loop provided for measuring electricity used on such premises, or beyond the combination circuit breaker meter base panel if such is owned and maintained by the Cooperative except that the Cooperative shall, in accordance with its applicable service rules and regulations, indemnify the consumer-member for any overcharges for service that may result from a malfunctioning of its metering equipment.

SECTION 2.   Joint Membership.  The term “consumer-member” as used in these Bylaws shall be deemed to include a husband and wife and shall be considered a “joint membership”.  Either a husband or a wife may apply for membership.  A request for service by either will be considered a joint membership applying to both the husband and the wife.  Any provisions relating to the rights and liabilities of membership shall apply equally to both the husband and the wife.  Without limiting the generality of the foregoing, the effect of a joint membership shall include the following:

  1. The presence at a meeting of either or both shall be regarded as the presence of one consumer-member and shall constitute a joint waiver of     notice of the meeting;
  2. The vote of either separately or both shall constitute one joint vote; if multiple votes are received from the joint membership, then each vote shall be voided when discovered;
  3. A waiver of notice signed by either or both shall constitute one joint waiver;
  4. Notice to either shall constitute notice to both;
  5. Expulsion of either shall terminate the membership to both;
  6. Withdrawal of either shall terminate the joint membership;
  7. Either, but not both, may be elected or appointed as an officer or Board Member, provided that he or she meets the qualifications for such office.
  8. Either or both shall be liable for payment of all indebtedness owed the Cooperative for electric service, fees and charges attributable to the joint account to include attorney fees and court costs resulting from any legal action necessary to collect a delinquent account.

SECTION 3.   Death of Either Spouse or Divorce

(a)        Upon the death of either spouse who is a party to the joint membership, such membership shall be held solely by the survivor.  However, the estate of the deceased spouse shall not be released from any debts due the Cooperative.

(b)        Upon the dissolution of marriage or legal separation of the holders of a joint membership, the membership shall be held by the party continuing to use the electric service, provided, however, the spouse no longer using the service shall not be released from any debts due the Cooperative.

SECTION 4.   Corporate/Entity Membership.   Any firm, association, corporation, or body politic or subdivision thereof which satisfies the requirements of membership set forth in Section 1, shall be a consumer-member that is distinct and separate from the individual/joint membership of any owner or partner of any such entity.  The entity consumer-member shall possess all rights and liabilities of membership afforded to all consumer-members.  Without limiting the generality of the foregoing, the effect of an entity membership shall include the following:

  1.  The presence at a meeting of an authorized agent of the entity shall be regarded as the presence of one consumer-member and shall constitute a waiver of   notice of the meeting to the entity and its owners;
  2.  The vote of any authorized agent on behalf of the entity shall constitute one vote;
  3.  A waiver of notice signed any authorized agent on behalf of the entity shall constitute one waiver;

SECTION 5.   Membership Fees.  The membership fee shall be as determined by the Board, upon the payment of which a consumer-member shall be eligible for service connection.

SECTION 6.   Purchase of Electric Energy.  Each consumer-member shall, as soon as electric energy shall be available, purchase from the Cooperative all electric energy purchased for use on the premises specified in his or her application for membership, and shall pay therefore at rates which shall from time to time be fixed by the Board.  Production or use of electric energy on such premises, regardless of the source thereof, by means of facilities which shall be interconnected with Cooperative facilities, shall be subject to appropriate regulations as shall be fixed from time to time by the Cooperative.  It is expressly understood that amounts paid for electric energy in excess of the cost of service are furnished by consumer-members as capital and each consumer-member shall be credited with the capital so furnished as provided in these Bylaws.  Each consumer-member shall pay to the Cooperative such minimum amounts regardless of the amount of electric energy consumed, as shall be fixed by the Board from time to time.  Each consumer-member shall also pay all amounts owed by him or her to the Cooperative as and when the same shall become due and payable.

The Cooperative will use its best efforts to furnish adequate and dependable electric services, although it cannot, and therefore does not, guarantee a continuous and uninterrupted supply of electricity.

SECTION 7.   Transfer and Termination of Membership.

(a)        Membership in the Cooperative shall not be transferable, except as herein otherwise provided, and upon the death, cessation of existence, expulsion or withdrawal of a consumer-member, the membership of such consumer-member shall thereupon terminate. Termination of membership in any manner shall operate as a release of all right, title and interest of the consumer-member in the property and assets of the Cooperative, provided, however, that such termination of membership shall not release the consumer-member from the debts or liabilities of such consumer-member to the Cooperative.

(b)        Any consumer-member whose service is disconnected for any reason, for a period of thirty (30) days will automatically become an associate consumer-member only, and his, her or its membership will become a nonvoting membership until said consumer-member is reconnected and receiving electrical current.

ARTICLE II

RIGHTS AND LIABILITIES OF CONSUMER-MEMBERS

SECTION 1.   Property Interest of Consumer-Members.  Upon dissolution, after:

  1.  All debts and liabilities of the Cooperative shall have been paid, and
  2.  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 consumer-members and former aggregate patronage of each bears to the total patronage of all consumer-members during the ten   years next preceding the date of the filing of the certificate of dissolution.

SECTION 2.   Nonliability for Debts of the Cooperative.  The private property of the consumer-members shall be exempt from execution or other liability for the debts of the Cooperative and no consumer-member shall be liable or responsible for any debts or liabilities of the Cooperative.

ARTICLE III

MEETING OF CONSUMER-MEMBERS

SECTION 1.   Annual Meeting.  The Annual Meeting of the consumer-members shall be held each year on a date selected by the Board of Directors, at such place within a county served by the Cooperative, as selected by the Board and which shall be designated in the notice of the meeting, for the purpose of announcing the election of Board Members, the presentation of 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 2.   Special Meetings.  Special meetings of the consumer-members may be called by resolution of the Board, or by ten percentum or more of all the consumer-members, and it shall thereupon be the duty of the Secretary to cause notice of such meeting to be given as hereinafter provided.  Special meetings of the consumer-members may be held at any place within one of the counties served by the Cooperative as designated by the Board and shall be specified in the notice of the special meeting.

SECTION 3.   Notice of Consumer-Members’ Meetings.  Written or printed notice stating the place, day and hour of the meeting and, in case of a special meeting or an Annual Meeting at which business requiring special notice is to be transacted, the purpose or purposes for which the meeting is called, shall be delivered not less than 15 days nor more than 30 days before the date of the meeting, either personally or by mail, by or at the direction of the Secretary, or upon a default in duty by the Secretary, by the persons calling the meeting, to each consumer-member.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the consumer-member at his or her address as it appears on the records of the Cooperative, with postage thereon prepaid.  The failure of any consumer-member to receive notice of an Annual Meeting or special meeting of the consumer-members shall not invalidate any action which may be taken by the consumer-members at any such meeting.

SECTION 4.   Quorum.  A quorum shall constitute at least one percent of the total membership.  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.  The Minutes of such meeting shall contain a list of the consumer-members present in person.

SECTION 5.   Voting.  Each consumer-member shall be entitled to only one vote upon each matter submitted to a vote at a meeting of the consumer-members.  All questions shall be decided by a vote of a majority of the consumer-members voting thereon in person except as otherwise provided by law, the Articles of Incorporation or these Bylaws.

SECTION 6.   Order of Business.  The order of business at the Annual Meeting of the consumer-members and, so far as possible, at all other meetings of the consumer-members, shall be essentially as follows, except as otherwise determined by the consumer-members at such meeting:

  1. Report on the number of consumer-members registered in order to determine the existence of a quorum
  2. Reading of the notice of the meeting and proof of the due publication or mailing thereof, or the waiver or waivers of notice of the meeting, as the case may be
  3. Reading of unapproved minutes of previous meetings of the consumer-members and the taking of necessary action thereon
  4. Presentation and consideration of reports of officers, trustees and committees
  5. Announcement of result of election of Board Members
  6. Unfinished business
  7. New business
  8. Adjournment

SECTION 7.   Proxies.  At all meetings of consumer-members, a consumer-member may vote by proxy executed in writing by the consumer-member.  Such proxy shall be filed with the Secretary before or at the time of the meeting.  No proxy shall be voted at any meeting of the consumer-members unless it shall designate the particular meeting at which it is 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 a proxy for more than three (3) consumer-members at any meeting of the consumer-members except where such person is exercising a proxy in connection with the borrowing of funds from the United States of America, a sale, mortgage, lease or other disposition of encumbrance of property to the United States of America or any agency or instrumentality thereof or in connection with an amendment to Articles of Incorporation of the Cooperative.  No proxy shall be valid after sixty (60) days from the date of its execution. The presence of a consumer-member at a meeting of the consumer-members shall revoke a proxy theretofore executed by him or her and such consumer-member shall be entitled to vote at such meeting in the same manner and with the same effect as if he or she had not executed a proxy.  In case of a joint membership, a proxy may be executed by either the husband or wife.  The presence of either husband or wife at a meeting of the consumer-members shall revoke a proxy theretofore executed by either of them and such joint consumer-member or consumer-members shall be entitled to vote at such meeting in the same manner and with the same effect as if the proxy had not been executed.

ARTICLE IV

BOARD of DIRECTORS

SECTION 1.   General Powers.  The business and affairs of the Cooperative shall be managed by a Board of eight Directors 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 consumer-members.

SECTION 2.   Qualifications of Directors.  Any person who desires to be eligible to become or remain a Director of the Cooperative shall:

(a)        be a consumer-member of the Cooperative and a bona fide resident of the particular district which he/she is to represent for a period of no less than    three (3) years;

(b)        be willing to promote and safeguard the interests of the Cooperative Corporation among the consumer-members and the general public and demonstrate a commitment to the Cooperative principles at all times;

(c)        be willing to participate in regularly scheduled and special meetings of the Board of Directors and to attend national, state, and meetings of local organizations with associated interests that further the Cooperative movement, together with Director training institutes or seminars which will aid in keeping them well informed on matters affecting the Cooperative;

(d)       agree to serve the terms of office for which elected until a successor has been appointed or elected;

(e)        not be in any way employed by or have a controlling financial interest in any enterprise primarily engaged in selling electrical energy or supplies to the Cooperative, or a business primarily engaged in selling electrical or plumbing appliances, fixtures or supplies to the consumer-members of the Cooperative;

(f)        not be or have been an employee of the Cooperative or any other electric utility or an employee of an entity in which the Cooperative has or has had an ownership interest;

(g)        not be or have been a director, officer, employee, or agent of any union or other entity representing or seeking to represent Cooperative employees regarding the terms and conditions of employment with the Cooperative;

(h)        not have received, or had a close relative who has received any income, other than insurance or director compensation, directly or indirectly from the Cooperative or any contractor utilized by the Cooperative;

(i)         not use or cause to be used his/her position as Director to further any political ambitions;

(j)         be willing to complete within two (2) years from the date of his or her election all five (5) core courses required to obtain a Credentialed Cooperative Director Certificate from the National Rural Electric Cooperative Association through the Directors Certificate Programs;

(k)        prior to seeking a nomination or election as Director, be willing to certify as meeting all of the above qualifications.

(l)         When membership is held jointly by a husband and wife, either one, but not both, may be elected a Director, provided, however, that neither one shall be eligible to remain a Director in the Cooperative unless both shall meet the qualifications herein set forth.

(m)       Upon establishment that a Director is holding office in violation of any of the foregoing provisions, the Board shall remove such Director from office.

(n)        Nothing in this section contained shall, or shall be construed to, affect in any manner whatsoever the validity of any action taken at any meeting of the Board.

 

SECTION 3.   Districts.  The territory served or to be served by the Cooperative shall be divided into four (4) districts.  The Cumberland District shall be comprised of Trigg, Caldwell and Lyon Counties.  The Eastern District shall be comprised of Logan, Simpson and Butler Counties.  The Western District shall be comprised of Christian County.  The Central District shall be comprised of Todd and Muhlenberg Counties.

There shall be two Directors serving from the Cumberland District (designated Cumberland 1 and Cumberland 2); two Directors serving from the Eastern District (designated Eastern 1 and Eastern 2); two Directors serving from the Western District (designated Western 1 and Western 2); and two Directors serving from the Central District (designated as Central 1 and Central 2).

SECTION 4.   Tenure.  Upon their election, Directors shall, subject to the provisions of these Bylaws with respect to the removal of Directors, serve until the first regular meeting following the Annual Meeting of the membership of the year in which their term expires or until their successors have been elected and shall have been qualified.  Beginning with the election for 2029, Directors from each district shall be elected for four (4) year terms unless otherwise indicated and according to the following schedule:

 

2029                             2030                             2031                            2032

Eastern 2                     Western 1                    Central 1                     Eastern 1

Central 2                     Cumberland 1           Cumberland 2           Western 2

 

Elections and terms of Directors occurring prior to 2029 shall be staggered as appropriate to transition from three-year terms to the above four-year term schedule.

 

SECTION 5.   Election of Directors.

(a)        An incumbent director may choose to seek re-election and must notify the full Board of his/her intentions to do so in writing, no later than January 31st of the year in which the director’s term is to expire.

If a Director chooses not to seek re-election, or if there exists a vacancy in the Board, it shall be the duty of the Board of Directors to appoint at the February Board meeting, a committee on nominations consisting of not less than three (3) nor more than five (5) members who shall be selected from the district or districts for which the election is to be held.  No member of the Board of Directors nor any employee or former director or former employee may serve on the Nominating Committee.

The Cooperative Legal Counsel will conduct the business of the meeting and act as advisor to the Committee.  It shall be the responsibility of the Nominating Committee to select one candidate to run for the office of director to fill each vacancy caused by the expiration of a director’s terms.  The Nominating Committee shall prepare and post its nominations in a conspicuous manner in the lobby of the Cooperative’s headquarters building no later than March 31.

If an incumbent Director intends to seek re-election, then the Nominating Committee shall not select a candidate for that particular director seat and the incumbent Director’s name shall be posted in the lobby of the Cooperative’s headquarter building no later than March 31.

A consumer-member who is not an incumbent Director and who is not selected by the Nominating Committee may seek to become a candidate for the Board of Directors by requesting in writing to the President and CEO an official nominating packet which shall include a copy of the Cooperative Bylaws, applicable election and nomination policies, and a standardized Cooperative petition form.  To become a candidate, the interested consumer-member must certify that he/she is fully qualified, and must present the standardized petition that has been signed by no less than 400 qualified consumer-members.  The petition shall bear the date of the signature and the printed name and address of each signing consumer-member for the signature to be considered.

The petition with the requisite number of signatures shall be filed with the Secretary of the Cooperative no later than April 15th. The Secretary shall post such nominations in the principal office of the Cooperative.  Such a petition and the nomination made thereby shall be valid only for the next election for the director seat for which said petition makes a nomination and shall expire and become null and void upon the occurrence of said election and the nomination made thereby may not be carried forward and used for subsequent elections.

Elections of Directors shall occur in the manner prescribed by the Board at its sole discretion which manner shall include but not be limited to mail-in ballot, in-person voting, electronic/online voting, or any combination of any two or more voting methods.  The manner of the Board election shall be designed to promote fairness to all candidates and to ensure that all eligible voters have ample opportunity to participate.  The Board may employ an elections management firm to conduct and oversee the election process.

Each consumer-member in good standing as of June 1 prior to the election may vote for the Director or Directors of his/her choice in the manner prescribed in the election process. All ballots, to be valid, must be received in the appropriate manner prescribed no later than noon of the day prior to the Annual Meeting.

All ballots shall be delivered to the election tellers, who shall be the Cooperative’s Accountants or those designated by the election management firm.  The Election Tellers shall count the same, certify the results of the election, and the results shall be made public at the Annual Meeting of the Cooperative.

Each consumer-member of the Cooperative in good standing as of June 1 shall be entitled to cast one (1) vote for each vacancy to be filled, however, cumulative voting shall not be permitted.

The following ballots shall not be counted:

  1. Unmarked ballots
  2. Ballots marked for more candidates than vacancies to be filled
  3. Ballots marked for more than one candidate for any one (1) vacancy
  4. Ballots other than the official ballot mailed
  5. Ballots arriving late
  6. Duplicate votes of joint membership

The following ballots may be counted:

  1. Ballots on which the mark is not in the place provided, but does show the intention of the voter
  2. Ballots on which there is an erasure or change of intention shown, but the Election Tellers are of the opinion that the ballot has not been tampered with

The Election Tellers shall certify the number of votes received by each candidate.  The report shall be delivered by the Election Tellers to the President of the Board and the result announced at the Annual Meeting.

The person nominated for Director in his or her district, receiving the highest number of votes as certified by the Election Tellers, is the person elected.  If more than one person receives the same number of votes, the Election Teller shall at a meeting at a time and place to be fixed by him or her, at which due notice shall be given to the nominees, cause the nominees or their representatives, or in the absence of a nominee or his or her representative, some person designated by the Election Teller to draw for the office and the person drawing the slip marked “elected” shall be the person elected.

(b)        Election and Credentials Committee.  No later than December 31st of the year preceding each Annual Meeting, the Board shall appoint an Election and Credentials Committee consisting of one (1) consumer-member in good standing from each district, who are not consumer-members of the same household of existing Directors or known candidates for Directors to be elected at such meeting.

The Committee shall elect its own Chairperson and Secretary prior to the consumer-member meeting. During the election process, it shall be the responsibility of the Committee to ensure that a candidate that is to become a Director of the Cooperative shall meet the qualifications required by the Bylaws and policies of the Cooperative, and to approve the manner of conducting any ballot voting, to pass upon all questions that may arise with respect to any election or in any other ballot vote taken, to rule upon the effect of any ballots irregularly or indecisively marked, and to pass upon any protest or objection filed with respect to any election or to any conduct affecting the results of any election.

In the event a protest or objection is filed concerning any election, such protest or objection must be filed in writing signed and received within three (3) business days following the adjournment of the meeting in which the election is conducted.  The Committee shall thereupon be reconvened, within fifteen (15) business days after such protest or objection is filed. The committee shall hear such evidence as is presented by the protester(s) who may be heard in person, by counsel, or both; and the Committee, by vote of a majority of those present and voting, shall, within a reasonable time but not later than thirty (30) days after such hearing, render its decision, as reflected by a majority of those actually present and voting on all such matters which may be either to affirm or change the results of the election or to set aside such election. The Committee’s decision shall be final.

SECTION 6.   Vacancies.  Subject to the provisions of these Bylaws with respect to the filling of vacancies caused by the removal of Board Members by the consumer-members, a vacancy occurring in the Board shall be filled by the affirmative vote of a majority of the remaining Board Members for the unexpired portion of the terms.

SECTION 7.   Removal of Board Member by Consumer-Members.  Any consumer-member currently in good standing with the cooperative and currently using a cooperative service within a director’s district may request removal of a director for the district in which the requesting consumer-member is currently using a cooperative service for cause (i.e. violation of the Articles of Incorporation, Bylaws, rules, regulations or policies of the Cooperative or for misconduct or gross negligence) by utilizing the following procedure;

(a)        Director Removal Petition;

The requesting consumer-member must deliver to the Board Secretary a Dated written petition (“Director Removal Petition”) which meets all of the following requirements;

  • Identifying the Director on each page;
  • Explaining, on each page, the specific basis for the requested removal of the Director; and
  • Containing the printed names, printed addresses, and original and dated signatures obtained within 60 days following the date of the Director Removal Petition, of at least 10 percent of the Cooperative’s consumer-members.

Within 30 days after the Secretary receives a Director Removal Petition, (1) the Cooperative shall forward a copy of the Petition to the Director as to which removal has been requested and (2) the Board shall meet to review the Petition.

(b)        Consumer-Member Meeting;

If the Board determines that the Director Removal Petition strictly complies with the requirements set forth in section (a) of this Bylaw, the Cooperative shall notice and hold a consumer-member meeting within 60 days following the Board’s determination.  Notice of the consumer-member meeting must state that: (1) The purpose of the meeting is to consider removing a Director; (2) Evidence may be presented and rebutted, and a vote taken regarding removal of the Director, and (3) Consumer-members may elector a successor Director to fill the remaining unexpired term of the Director in the event that he or she is removed.

If a consumer-member quorum is present in person at the consumer-member meeting, then for the Director named in the Director Removal Petition:

  • Before a consumer-member vote is taken, evidence must be presented supporting the specific basis for removing the Director as stated in the Director Removal Petition;
  • The Director may be represented by legal counsel, and must have the opportunity to refute and rebut the evidence presented, and to present evidence opposing the stated basis for removal;
  • After the Director’s presentation and consumer-member discussion, the consumer-members must vote whether to remove the Director.

If a majority of consumer-members present at the meeting vote to remove the Director, then the Director is removed effective the time and date of the consumer-member vote,  At the consumer-member meeting, the consumer-members may then elect a new Director to fill the remaining unexpired term of the removed Director without complying with the Director nomination or notice provisions of these Bylaws.  A successor Director elected at the meeting must comply with the Director qualifications.

A Director may not be removed for lawfully opposing a transfer of Cooperative assets or a Cooperative dissolution.

ARTICLE  V

MEETING OF DIRECTORS

SECTION 1.   Regular Meetings.  A regular meeting of the Board shall also be held monthly at such times and places in a county served by the Cooperative designated by the Board.

SECTION 2. Special Meetings.  Special meetings of the Board may be called by the President or any four Directors.  The person or persons authorized to call special meetings of the Board may fix the time and place when and wherever it is most pertinent, for the holding of any special meeting of the Board called by them.

SECTION 3.  Notice.  Notice of the time, place and purpose of any special meeting of the Board shall be given at least five days previous thereto, by written notice, delivered personally or mailed, to each Director at his or her last known address.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed with postage thereon prepaid.  The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except in case a Director shall attend a meeting for the express purpose of objecting to the transaction of any business because the meeting shall not have been lawfully called or convened.

SECTION 4.   Quorum.  A majority of the Board shall constitute a quorum for the transaction of business at any meeting of the Board, provided, that if less than a majority of the Directors is present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.  A Board member shall be considered present for purposes of a quorum if he or she is attending the meeting either in person or electronically by way of speaker equipped telephone.

SECTION 5.   Manner of Acting.  The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board.

ARTICLE VI

OFFICERS

Section 1.  Board of Directors.  The Board of Directors shall select from its membership a Chairperson, Vice Chairperson, Secretary-Treasurer and Assistant Secretary-Treasurer.  These officers shall be elected to serve four-year terms at the first meeting of the Board held after the expiration of the terms of each officer.  Each officer shall hold office until his or her successor shall have been duly elected and shall have qualified, subject to the provisions of these Bylaws with respect to the removal of officers.

Section 2.  Other Officers.  The Cooperative shall also have a President and Chief Executive Officer who shall not be a member of the Board of Directors and shall serve at the pleasure of the Board.  In addition, the Cooperative may have other officers as determined by policies set by the Board.  Such officers shall be designated based on the advice and recommendation of the President and Chief Executive Officer and shall serve under his or her supervision.

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 interest of the Cooperative will be served thereby.  In addition, any consumer-member of the Cooperative may bring charges of misconduct or gross negligence or for violation of the Articles of Incorporation, the Bylaws, rules and regulations or policies of the Cooperative against any officer, and, by filing with the Secretary such charges in writing together with a petition signed by ten percentum of the consumer-members, may request the removal of such Officer.  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 at 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 or her shall have the same opportunity.  In the event the Board does not remove such officer, the question of his or her removal shall be considered and voted upon at the next meeting of the consumer-members.

Section 4.  Vacancies.  Except as otherwise provided in these Bylaws, a vacancy in any office may be filled by the Board for the unexpired portion of the term.

Section 5.  Chairperson.    The Chairperson shall:

(a)        Preside at all meetings of the consumer-members and the Board of Directors;

(b)        Have the authority to 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 signature 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 Chairperson of the Board and such other duties as may be prescribed by the Board from time to time.

Section 6.  Vice Chairperson.  In the absence of the Chairperson, or in the event of his or her inability or refusal to act, the Vice Chairperson shall perform the duties of the Chairperson, and when so acting shall have all the powers of and be subject to all the restrictions upon the Chairperson.  The Vice Chairperson shall also perform such other duties as from time to time may be assigned to him or her by the Board.

Section 7.   President and Chief Executive Officer.    The President and Chief Executive Officer shall:

(a)        Be the principal executive officer of the Cooperative and, unless otherwise determined by the members of the Board, have the authority to sign any deeds, mortgages, deeds of trusts, bonds, contracts or other instruments authorized by the Board to be executed, except in cases in which the signature and execution thereof shall be expressly delegated by the Board over these Bylaws to some other officers or agent of the Cooperative, or shall be required by law to be otherwise signed or executed; and

(b)        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.

(c)        The President must reside within the geographical service area of the Cooperative and may be, but shall not be required to be, a consumer-member of the Cooperative.

Section 8.  Secretary-Treasurer.  The Secretary-Treasurer shall:

(a)        See that all notices are duly given in accordance with these Bylaws or as required by law;

(b)       Be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all certificates of memberships prior to the issue thereof, and to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these bylaws;

(c)        Keep a register of the post office address of each consumer-member which shall be furnished to the Secretary by each consumer-member;

(d)       Have general charge of the books of the Corporation in which a record of the consumer-members is kept; and

(e)        Have charge and custody of and be responsible for all funds and have securities of the Corporation;

(f)        Receive and give receipts for monies due and payable to the Corporation from any source whatever, and deposit all such monies in the name of the Corporation in such banks as shall be selected in accordance with the provisions of Section 3 of Article IX of the Bylaws; and

(g)        In general, perform all the duties incident to the office of Secretary-Treasurer and such other duties as from time to time may be assigned by the Board;

(h)        The Assistant Secretary-Treasurer shall perform all of the duties of the Secretary-Treasurer in the absence of the Secretary-Treasurer.

Section 9.  Assistant Secretary.  The Cooperative attorney shall serve as Assistant Secretary and shall keep the minutes of the meetings of the Board of Directors and the meetings of the membership.

Section 10.  Bonds of Officers.   The Secretary-Treasurer and any other Officer or Agent of the Cooperative charged with the 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.

Section 11.  Compensation.  The powers, duties and compensation of Officers, Agents and employees shall be fixed by the Board, subject to the provisions of these Bylaws with respect to compensation for a Board Member.

Section 12.  Reports.  The President shall submit at each Annual Meeting of the consumer-members a report covering the business of the Cooperative for the previous fiscal year.  Such report shall set forth the condition of the Cooperative at the close of such fiscal year.

ARTICLE VII

DISPOSITION OF PROPERTY

The Cooperative may not sell, lease, or otherwise dispose of all or any substantial portion of its property unless such sale, lease or other disposition is authorized at a meeting of the consumer-members thereof by the affirmative vote of not less than two-thirds of all of the consumer-members of the Cooperative, voting in person or by proxy, and unless the notice of such proposed sale, lease or other disposition shall have been contained in the notice of the meeting, provided, however, that notwithstanding anything herein contained, the Board of the Cooperative, without authorization by the consumer-members thereof, shall have full power and authority to authorize the execution and delivery of a mortgage or mortgages or a deed or deeds of trust upon, or the pledging or encumbering of, any or all of the property, assets, rights, privileges, licenses, franchises, and permits of the Cooperative, whether acquired or to be acquired, and wherever situated, as well as the revenues and income therefrom, all upon such terms and conditions as the Board shall determine, to secure any indebtedness of the Cooperative.

 ARTICLE VIII

 SEAL

The corporate seal of the Cooperative shall have inscribed thereon the name of the Cooperative and the words “Corporate Seal, State of Kentucky.”

ARTICLE IX

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, and all notes, bonds or other evidences of indebtedness issued in the name of the Cooperative shall be signed and/or countersigned 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 4.   Fiscal Year.  The fiscal year of the cooperative shall begin on the first day of July of each year and shall end on the thirtieth day of June of the next year.

ARTICLE X

MISCELLANEOUS

SECTION 1.   Waiver of Notice.  Any consumer-member or Board Member may waive in writing any notice of a meeting required to be given by these Bylaws.  The attendance of a consumer-member or Board Member at any meeting shall constitute a waiver of notice of such meeting by such consumer-member or Board Member, except in case a consumer-member or Board Member shall attend a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting has not been lawfully called or convened.

SECTION 2    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 3.   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 Utility Service of the United States of America.  The Board shall also 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 Cooperative as of the end of the fiscal year.  A report of such audit shall be submitted to the consumer-members at the next following Annual Meeting.

SECTION 4.   Area Coverage.  The Board shall make diligent effort to see that electric service is extended to all unserved persons within the Cooperative service area who (a) desire such service and (b) meet all reasonable requirements established by the Cooperative as a condition of such service.

SECTION 5.   Parliamentary Procedure.  At all meetings of the Board of Directors of the Cooperative and at the Annual Membership Meeting or any other meetings of the consumer-members of the Cooperative, parliamentary procedure for such meetings shall be governed by the most recent edition of Roberts Rules of Order, except to the extent that such procedure is otherwise determined by the Kentucky Revised Statutes, the Articles of Incorporation for the Cooperative or the policies or other Bylaws of the Cooperative, or any other laws pertaining to rural electric cooperatives.

SECTION 6.   Indemnification of Officers, Directors, and Staff Employees.   The Cooperative shall indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by, or in the right of, the Cooperative) by reason of the fact that such person is or was a Director, Officer, or Staff Employee of the Cooperative, or who is or was serving at the request of the Cooperative as a Director, Officer, or Staff Employee of another cooperative, association, corporation, partnership, joint venture, trust or other enterprise, against expenses (including all cost of defense), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, if such person acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, the best interests of the Cooperative, and, with respect to any criminal action or proceeding has no reasonable cause to believe the conduct of such person was unlawful.  The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in, or not opposed to, the best interests of the Cooperative, and with respect to any criminal action or proceeding, had reasonable cause to believe that the conduct of such person was unlawful.

To the extent that a Director, Officer, or Staff Employee of the Cooperative has been successful, on the merits or otherwise, in the defense of any action, suit or proceeding referred to in herein (and, in addition, actions by or in the right of, the Cooperative) of any claim, issue or matter therein, such person shall be indemnified against expense (including all costs of defense) actually and reasonably incurred by such person in connection therewith.

The indemnity herein provided shall be co-extensive with those authorized under Kentucky Revised Statute Chapter 271B and shall be effective in accordance with all of the terms and conditions of such statute.

The Cooperative may purchase and maintain insurance on behalf of any person who is or was a Director, Officer, or Staff Employee of the Cooperative, or who is or was serving at the request of the Cooperative as a Director, Officer, or Staff Employee of another cooperative, association, corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of the status of such person as such, whether or not the Cooperative would have the power to indemnify such person against such liability under the provisions of these Bylaws.

 

ARTICLE  XI

AMENDMENTS

 

These Bylaws may be altered, amended or repealed by the affirmative vote of not less than two-thirds of all of the Directors of the Board at any regular or special meeting, provided the notice of such meeting shall have contained a copy of the proposed alteration, amendment or repeal.

UNITED STATES DEPARTMENT OF AGRICULTURE

Rural Utility Service

STATEMENT OF NONDISCRIMINATION

 

In accordance with Federal law and U.S. Department of Agriculture policy, Pennyrile Rural Electric Cooperative Corporation is prohibited from discriminating on the basis of race, color, national origin, sex, religion, age, disability (Not all prohibited bases apply to all programs.)

 

To file a complaint of discrimination, write USDA, Director, Office of Civil Rights Room 326-W, Whitten Building, 1400 Independence Avenue, SW, Washington, DC 20250-9410, or call (202) 720-5964 (voice or TDD), USDA is an equal opportunity provider and employer.

 

PENNYRILE RURAL ELECTRIC COOPERATIVE CORPORATION

(An Equal Opportunity Employer)

Hopkinsville, Kentucky                                                    Phone (270) 886-2555

1-800-297-4710

www.precc.com