ROOSEVELT COUNTY RURAL TELEPHONE
COOPERATIVE dba YUCCA TELECOM
Section 1.01. Eligibility and Membership
Any natural person, firm, association, corporation, business trust, partnership, federal agency, state or political subdivision or agency thereof, or body politic (referred to herein as “person,” “applicant,” “him,” or “his”) may be eligible to become a member and receive services from Roosevelt County Rural Telephone Cooperative, Inc., (herein called the “Cooperative”). No person shall hold more than one membership in the Cooperative. An applicant will agree to purchase service, be bound by, and comply with all of the Cooperative’s Articles of Incorporation, Bylaws, and rules. A security deposit or other fee may be required for any service in an amount as determined by the Board of Directors.
The patrons of the Cooperative, by dealing with the Cooperative, acknowledges that the terms and provisions of the Articles of Incorporation and Bylaws shall constitute and be a contract between the Cooperative and each patron, and both the Cooperative and the patrons are bound by such contract, as fully as though each patron had individually signed a separate instrument containing such terms and provisions. The provisions of this Article of the Bylaws shall be called to the attention of each patron of the Cooperative by posting in a conspicuous place in the Cooperative offices.
Section 1.02. Joint Membership
A husband and wife shall be considered to be joint members of the Cooperative. A joint member is entitled to a single vote, and notice to a single member will be notice to the other. Either may be elected to be a Director of the Cooperative “if both satisfy necessary qualifications”, but they may not concurrently serve together as a Director. Joint members who are not husband and wife are entitled to a single vote and notice to one which shall be notice to the other. Either may serve as a director of the Cooperative (if both satisfy necessary qualifications), but may not concurrently serve as a director. Any suspension or termination of either member’s rights shall constitute suspension and termination of the joint membership.
Section 1.03. Acceptance into Membership
An application for membership may be rejected by The Board of Directors for good cause. A person whose membership application has been denied may file a written request at least thirty (30) days prior to the next meeting of the members, for reconsideration of the denial. The applicant shall be entitled to be present and shall be allowed to speak in support of reconsideration which shall be approved or disapproved by a majority vote of the members.
Section 1.04. Purchase of Services. Application of Payments to all Accounts
A member will purchase telephone or other service from the Cooperative to be used on the premises specified on the application for membership. Cooperative will use its best efforts to furnish members with dependable services. The Cooperative does not guarantee continuous uninterrupted services. Members will pay for all services in accordance with the rate established by the Board of Directors. Members will pay all other amounts owed to the Cooperative when they become due and payable. Multiple connections or services will be deemed to be allocated and credited on a pro rata basis for all service connections.
Section 1.05. Excess Payments to be Credited as Member-Furnished Capital
Amounts paid for telephone or other services in excess of their cost, will be credited to the capitalaccount as provided in Article IX of these Bylaws.
Section 1.06. Wiring of Premises: Responsibility Therefore: Responsibility for Damage to Cooperative Properties: Extent of Cooperative Responsibility: Indemnification
As a condition to service, a member will ensure that the premises to receive telephone or other services are properly wired in accordance with all applicable State statutes including building and electrical codes. Members shall be responsible for all death, injury, loss or damage resulting to the Cooperative, its employees, agents and independent contractors as a result of any negligent maintenance of the member’s premises resulting in death, injury, loss or damage. A member will provide the Cooperative with a site that has been determined by the Cooperative to be suitable, to install such equipment as may be necessary to furnish telephone or other service. The member shall allow Cooperative’s employees, agents and independent contractors to have reasonable access to such equipment to inspect, maintain, replace, relocate or repair of the same. A member will be the Cooperative’s bailee of equipment placed on the customers premises. The Customer shall be responsible for any damage and shall indemnify the Cooperative, its employee’s, agents, and independent contractors against resulting death, injury, loss or damage including indemnification of all incidental and consequential damages as well as attorney’s fees incurred. The Cooperative shall indemnify the member for any overcharges for service.
Section 1.07. Member to Grant Easements to Cooperative
Member shall grant easements or rights of way over, on, and under lands owned, leased or mortgaged to the member for the construction, operation, maintenance or relocation of the Cooperative’s equipment or lines.
Section 2.01. Suspension: Reinstatement
A member who has failed to pay amounts due and owing or otherwise breaches obligations owed to the Cooperative shall be sent written notice of said charges or obligations and if the member fails to pay the same that membership shall automatically be suspended. A suspended member shall not be entitled to receive service from the Cooperative or to cast a vote at any meeting of the members. A suspended member may be reinstated to membership status upon payment of all sums due and owing and shall be entitled to thereafter vote at the meeting of members. A member whose membership has been suspended for more than ninety (90) days without reinstatement shall have their membership terminated without further notice. A former member, whose membership has been terminated, may request reconsideration in writing to the Cooperative at least 10 days prior to the next meeting of the members. The terminated member shall be allowed to be present at the meeting and may speak in favor of reinstatement. The members by majority vote may approve of such expulsion or rescind the expulsion, in which case the terminated membership shall be reinstated retroactively to the date of expulsion. A member whose membership has been terminated must thereafter reapply for new membership. The Board of Directors may establish terms and conditions for renewed membership as it deems necessary.
Section 2.02. Termination by Withdrawal or Resignation
A member who abandons the use of Cooperative telephone or other services on their premises for ninety (90) consecutive days shall be deemed to have constructively resigned their membership which shall be terminated.
A member may withdraw or resign from membership upon such conditions as the Company management approves in its discretion.
Section 2.03. Termination by Death or Cessation of Existence: Continuation of Membership in Remaining or New Partners
Except as provided in Section 2.05, the death of an individual human member shall automatically terminate his membership. The cessation of the legal existence of any other type of member shall automatically terminate such membership. Upon the dissolution of a partnership, or upon the death, withdrawal or addition of any individual partner, such membership shall continue to be held by such remaining and/or new partner or partners as continue to own or directly to occupy or use the premises being furnished telephone service pursuant to such membership. Neither a withdrawing partner nor his estate shall be released from any debts then due the Cooperative.
Section 2.04. Effect of Termination
Upon the termination in any manner of a person’s membership, the member or their estate shall be entitled to refund of the member’s service security deposit, less any amounts due the Cooperative. Neither the member nor the member’s estate shall be released from any debts or other obligations owed to the Cooperative.
Section 2.05. Effect of Death, Legal Separation or Divorce upon a Joint Membership
Upon the death of either spouse of a joint membership, such membership shall continue to be held solely by the survivor, in the same manner and to the same effect as though such membership had never been joint. The estate of the deceased spouse shall not be released from any debts due the Cooperative. Upon the legal separation or divorce of the holders of a joint membership, such membership shall continue to be held solely by the member who continues directly to occupy or use the premises covered by such membership in the same manner and to the same effect as though such membership had never been joint. The other spouse shall not be released from any debts owed to the Cooperative.
Section 3.01. Annual Meeting
For the purposes of electing directors, hearing and passing upon reports covering the previous fiscal year, and transacting such other business as may properly come before the meeting, the annual meeting of the members shall be held prior to June 1st of each year at such date, time, and place in one of the counties in New Mexico which the Board of Directors shall from year to year fix. It shall be the responsibility of the Board of Directors to make adequate plans and preparations for, and to encourage member attendance at the annual meeting. Failure to hold the annual meeting at the designated time and place shall not work a forfeiture or dissolution of the Cooperative.
Section 3.02. Special Meetings of the Members
A special meeting of members may be called by the Board of Directors, or by any petition signed by not less than ten percent (10%) of the members. It will be the duty of the Secretary to insure notice of such meeting is given as provided in Section 3.03. The meeting will be held in one of the counties in New Mexico where the Cooperative provides service, on a date, not sooner than forty (40) days after the notice of such meeting has been given or a petition calling for a meeting is filed, and beginning at the hour designated by the person or persons calling or petitioning for the meeting.
Section 3.03. Notice of Member Meetings
Written or printed notice of the place, day, purpose and hour of the meeting and, in the case of a special meeting or of an annual meeting at which business requiring special notice is to be transacted, will be delivered personally or by mail to each member not less than ten (10) days nor more than twenty five (25) days prior to the date of the meeting, by the Secretary of the Board of Directors, or their legal representative (and, in the case of a special meeting, at the direction of the person or persons calling the meeting). Any such notice delivered by mail may be included with member service billings or in the Cooperative’s monthly newsletter. No action shall be taken on any matter which requires the affirmative votes of at least a majority of all of the Cooperative’s members unless notice of the specific matters to be voted upon have been set forth in the notice of the meeting. Notice shall be deemed to be delivered when deposited in the United States mail postage prepaid, addressed to the member at his address as it appears on the records of the Cooperative, postmarked ten (10) days prior to the meeting date. In making such computation, the date of the meeting shall not be counted. The failure of any member to receive a notice deposited in the mail addressed to the member at his address as shown on the Cooperative’s books shall not invalidate any action which may be taken by the members at any such meeting. The attendance in person of a member at any meeting of the members shall constitute a waiver of notice of such meeting unless such attendance shall be for the express purpose of objecting to the transaction of any business, or one or more items of business, on the ground that the meeting was not lawfully called or convened. Any member attending any meeting for the purpose of making such objection will notify the Secretary prior to or at the beginning of the meeting of his objection.
Section 3.04. Quorum
Business may not be transacted at any meeting of the members unless there are present in person at least two percent one (1%) of the Cooperative’s members except that, if less than a quorum is present at any meeting a majority of those present in person may without further notice adjourn the meeting to another time and date not less than forty (40) days later and to any place in one of the counties in New Mexico within which the Cooperative serves. The Secretary will notify any absent members of the date, time and place by delivering notice as provided in Section 3.03. At all meetings of the members, the Secretary will attach to the meeting minutes, or incorporate by reference, a list of those members who were registered and present at the meeting.
Section 3.05. Voting
Each member who is not suspended is entitled to only one vote upon each matter submitted to a vote at any meeting of the members. Members that are not natural persons shall be allowed to vote by providing satisfactory evidence entitling a representative person present to vote for any Corporation, Partnership or other entity that is not a natural person. At all meetings of the members, all questions shall be decided by a majority of the members voting, except as provided by law or by the Cooperative’s Articles of Incorporation or these Bylaws. Members may not cumulate their votes nor vote by proxy or mail.
Section 3.06. Credentials and Election Committee
The Board of Directors shall, at least ten (10) days before any meeting of the members, appoint an Election Committee. The Committee shall consist of an even number of members not less than three (3) or more than eight (8). They shall not be Cooperative employees, agents, officers, directors or known candidates for director, and who are not close relatives (as hereinafter defined) or members of the same household of existing Cooperative employees, agents, officers, director or known candidates for director. In appointing the Committee, the Board will appoint members to allow for the equitable representation of the several areas served by the Cooperative. The Committee shall elect its own chairman and secretary prior to the member meeting. It shall be the responsibility of the Committee to establish or approve the manner of conducting member registration. It shall also determine any ballot or other voting method, and pass upon all questions that may arise with respect to the registration of members in person. The Committee shall count all ballots or other votes cast in any election or in any matter, to rule upon the effect of any ballots or other votes irregularly or indecisively marked or cast. The Committee will also rule upon other questions that may arise relating to member voting and the election of directors (including but not limited to the validity of petitions of nomination or the qualifications of candidates and the regularity of the nominations and to any election or conduct while exercising its reselection of directors). The Committee shall pass upon any protest or objection filed with respect to any election or conduct which may effect the election. Counsel for the Cooperative shall provide advice to the Committee as needed. In the event a protest or objection is filed concerning any election, such protest or objection must be filed in writing following the adjournment of the meeting in which the election is conducted. The Committee shall thereupon be reconvened upon notice from its chairman, not less than seven (7) days after such protest or objection is filed. The Committee shall hear such evidence as is presented by the protestor(s) or objector(s), who may be heard in person, by counsel, or both, and any opposing evidence. The Committee, by a vote of a majority of those present and voting, shall, within a reasonable time but not later than thirty (30) days after such hearing, affirm the election, change the outcome or reverse the decision. The Committee’s decision (as reflected by a majority of those actually present and voting) on all matters covered by this Section shall be final. The presence in person of three (3) of the committee members shall be required for the transaction of business and the affirmative votes of a majority of the committee members present and voting shall be required for any action to be taken. If less than a quorum is present at a meeting, a majority of the Committee members present may adjourn the meeting from time to time, but will notify the absent Committee member of the date, time, and place of the continuance of such adjourned meeting. The meeting shall be closed to all other members, Board of Directors, and non-essential staff, however, the Board attorney shall be allowed to attend.
Section 3.07. Order of Business.
The order of business at the annual meeting of the members and, at all other meetings of the members shall be essentially as follows:
- Report on the number members present in person in order to determine the existence of a quorum.
- Reading of the notice of the meeting and proof that notice was given or of the waiver or waivers of notice of the meeting. Reading of unapproved minutes of previous meeting of the members and the taking of necessary action thereon;
- Presentation and consideration of reports of officers, directors and committees;
- Election of directors;
- Unfinished business;
- New business; and
The Board of Directors or the members themselves, may, establish a different order of business, for the purpose of assuring the earlier consideration of, and action upon any item of business in advance of any other item of business. No business other than adjournment of the meeting to another time and place may be transacted until and unless the existence of a quorum is first established.
Section 4.01. Number and General Powers
The business and affairs of the Cooperative shall be managed by eight (8) members. The Board shall exercise all the powers of the Cooperative except such as are by law or the Cooperative’s Articles of Incorporation or Bylaws conferred upon or reserved to the members. To insure geographical representation on the Board of Directors, the area served by the Cooperative is divided into eight (8) director districts, conforming to the eight exchange areas: Milnesand, Floyd, Causey, Elida, Arch, Dora, Melrose, and Texico. One director shall be elected from each of the eight Exchange Districts
Section 4.02. Qualifications and Removal of Unqualified Directors by Board
No person shall be eligible to become or remain a director of the Cooperative who is a close relative of an incumbent director or of any employee of the Cooperative, or is not a member of the Cooperative and receiving Cooperative service at the member’s primary residential abode. No person shall be eligible to become or remain a director of, or to hold any other position of trust in the Cooperative who is not at least eighteen (18) years of age, who is a current or former employee of the Cooperative, who has an interest adverse to the Cooperative, or is in any way employed by or financially interested in a competing enterprise furnishing telephone or other service in the Cooperative’s service area which could create a conflict of interest as determined by the Board of Directors . Upon establishment of the fact that a nominee for director lacks eligibility under this Section or as may be provided elsewhere in these Bylaws it shall be the duty of the chairman presiding at the meeting at which such nominee would otherwise be voted upon to disqualify such nominee. Upon the establishment of the fact that any person being considered for, or already holding a directorship or other position of trust in the Cooperative lacks eligibility under this Section, it shall be the duty of the Board of Directors to withhold such position from such person, or to cause him to be removed therefrom.
Section 4.03. Election
At each annual meeting of the members, directors shall be elected by secret written ballot by the members and from among those members who are natural persons. Any tie vote will be resolved by selecting a card from an un-shuffled deck of cards with the high card selected winning. The President of the Board shall shuffle the deck and hold the cards, or if the President is unavailable, the vice-president shall perform this task.
Section 4.04. Tenure
Directors shall be so nominated and elected that director’s from Dora-Causey-Milnesand and Floyd, Exchange Districts shall be elected for three (3) year terms at the annual member meeting. Directors from the Melrose and Texico Exchange Districts shall be elected for three (3) year terms at the next succeeding annual member meeting. Directors from the Arch, and Elida Exchange Districts shall be elected for three (3) year terms at the next succeeding annual member meeting and so forth. Upon their election, directors shall, subject to the provisions of these Bylaws with respect to the removal of directors, serve until the annual meeting of the members of the year in which their terms expire, or until their successors are elected and qualified. If for any reason an election of directors is not held at an annual meeting of the members duly fixed and called pursuant to these Bylaws, the election may be held at an adjournment of the meeting or at a subsequently held special meeting or the next annual meeting of the members. Failure to hold an election for a given year shall allow the incumbents whose directorships would have been voted on to hold over only until the next member meeting at which a quorum is present.
Section 4.05. Director Districts
The territory served by the Cooperative shall be divided into eight (8) Director Districts as described in section 4.01. Each District shall be represented by one director. Notwithstanding the Director District descriptions, every year the Board of Directors, not less than ninety (90) days prior to the earliest date on which the annual member meeting may be scheduled by these Bylaws to be held, may review the districts. If the Directors determine the Districts that should be altered so as to correct any substantially inequitable factors regarding the residence of members, or the geographic location of Districts, and/or the number of directors to be elected from, or with respect to such Districts, a majority of Directors shall change and re-describe the affected Districts and/or number of directors to be elected from the new District. Members of affected Districts shall be noticed in writing not later than five (5) days prior to the date on which the Committee on Nominations for such meeting is to be convened. After such notice, these Bylaws shall have been effectively amended accordingly. Districts and/or the number of directors to be elected from such Districts may also be changed by amendment of these Bylaws. Any change so made by action of the Board shall be in full force and effect until at least the completion of the election of directors at the annual meeting of the members first held in accordance without changes effectuated by the Board of Directors. The Board will not take any action in changing Director Districts which would vacate a Director’s office prior to the time the term would normally expire.
Section 4.06. Nominations
A. Appointment of Committee It shall be the duty of the Board of Directors to appoint not less than forty (40) days, nor more than ninety (90) days prior to the date of the meeting of the members at which directors are to be elected, a Committee on Nominations, which shall consist of at least eight (8) members of the Cooperative alternative. The Committee, shall be appointed as follows:
a) One Member shall be appointed from each district and;
b) An additional member shall be appointed from each district whose director’s term is subject to election.
B. Qualification for Committee Membership The Board of Directors shall appoint members of the Cooperative to the Committee who are not existing Cooperative employees, agents, officers, directors, or close relatives (as hereinafter defined) or members of the same household of such existing employees, agents, officers, directors, or known candidates for director. Such appointments shall be so selected that each of the Cooperative’s Director Districts shall have representation thereon.
C. Posted Notice The Committee shall prepare and post notice of the Committee’s nominations for directors to be elected, at the principal office of the Cooperative at least twenty (20) days prior to the next meeting of the members at which such directors are to be elected. The posted notice shall list separately the nominees for each Director District from, or with respect to which a director must, pursuant to this Article, be elected at the meeting.
D. Order of Business The order of business at the meeting of the Committee shall be essentially as follows:
- A determination if a quorum is present by the counsel for the Cooperative or his representative;
- A reading if deemed necessary of the relevant portions of Section 4.06 to the Committee;
- Election of Secretary;
- Election of Chairperson;
- Nominations from the Committee for each respective director district for which a director is to be elected, followed without need for a second to the nominations by a vote of approval by a majority of the Committee present;
- And other business which may come before the Committee; and
E. Nominations The Committee shall nominate two (2) nominees for any director position open for election at the following meeting of the members. An incumbent director who indicates willingness to be a nominee may be accepted by the Committee as one of the two nominees of the Committee. The Committee may not nominate a member of the Committee for director.
F. Nomination by Petition Any fifteen (15) or more members of the Cooperative, acting together, may make additional nominations in writing, by affixing their signatures on thenominations, listing their nominee(s). Any nomination(s) by petition must be delivered to the Secretary of the Nomination Committee at the principal office of the Cooperative not less than twenty (20) days prior to the meeting of the members at which such directors are to be elected. The Secretary shall post such nominations at the same place where the list of nominations made by the committee is posted.
G. Notice by Mailing At least ten (10) days before the date of the next meeting of the member’s at which the directors are to be elected, the Secretary of the Cooperative shall mail the members of the Cooperative a statement of the names of all nominee(s) showing clearly those nominated by the Committee and those nominated by petition, if any.
H. Nominations by a Member from the Floor After the nominations by the Committee and those by petition have been announced at the meeting of members of the Cooperative to elect Directors, the Chairman or other representative of the Nominations Committee present at such membership meeting, shall call for additional nominations from the floor, the [names and addresses of such nominees and identifying the] particular Director District such additional candidates have been so nominated from.
I. Quorum Five (5) of the Committee members shall be required for the transaction of business and the affirmative votes of a majority of the committee members present and voting shall be required for any action to be taken, including approval of a nomination made by a member of the Committee. If less than a quorum is present at a meeting, a majority of the Committee members present may adjourn the meeting, but the absent Committee members shall be timely notified of the date, time, and place of the continuance of the adjourned meeting.
J. Closed Meeting The meeting of the Nominations Committee shall be closed. Only the nominated members of the Committee, staff of the Cooperative, and the Cooperative’s attorney, may be present at the meeting of the Nominations Committee. No Directors or other member may attend the meeting.
K. Validation Clause Any objection regarding compliance with Section 4.06 must be made at, or before, the next meeting of the members of the Cooperative and it shall be resolved by the Credentials and Election Committee. Otherwise, failure to comply with any provisions of Section 4.06 shall not affect in any manner whatsoever the validity of any action taken by the Board of Directors after the election of directors.
Section 4.07. Voting for Directors: Validity of Board Action
Each member is entitled to a vote for each Director from each District but no member may vote for more than one nominee from, a particular Directors District. Ballots marked with more than one vote for each District will be invalid and will not be counted. Any technical error in the election of Directors that becomes known to the Board will not invalidate the election, unless the error is deemed material by majority vote of the Board of Directors. If a majority of the Board of Directors determines that a material error has occurred in the election process it shall reconvene the members after proper notice and conduct a new election.
Section 4.08. Removal of Directors by Members
A member may bring charge(s), for any reason, against one or more director(s) and may request the removal of such director(s), by filing with the Secretary such charge(s) in writing together with a petition signed by not less than ten percent (10%) of the total membership of the Cooperative. A petition seeking removal of a Director(s) shall request a special member meeting and specify the place, time, and date, of the meeting. The meeting shall be held not less than forty (40) days after filing of the petition. The Petitioner may request that the matter be acted upon at the next annual member meeting if the meeting will be held no later than forty (40) days after the filing of the petition. The Petition shall state the name and address of each member who has filed the charges. It will provide a concise statement of the factual basis for each charge. It shall be signed by each member bringing the charges. Notice of the charge(s) of the name of the director(s) against whom the charge(s) have been made and the name of the member(s) filing the charge(s) shall be contained in the notice of the meeting, or separately noticed to the members not less than ten (10) days prior to the member meeting at which the matter will be acted upon. The director will be informed in writing of the charges against them after they have been validly filed and at least ten (10) days prior to the meeting of the members at which the charge(s) are to be considered. The complaining member and any affected director shall have an opportunity at the meeting to be heard in person, by witnesses, by counsel or any combination to present evidence in support of or in opposition to the charge(s); and the right to cross-examination. The person(s) bringing the charge(s) must be heard first. The question of the removal of such director(s) shall be considered in a separate proceeding as to each Director charged. A director may be removed by a vote of two-thirds (2/3) of the members voting at such meeting. Such decision shall be final. Any vacancy created by the removal of any director shall be filled by a vote of the members at the same meeting, without compliance with the provisions contained in these Bylaws, relating to nominations, except that nominations will be made from the floor at the meeting. A newly elected director shall be selected from or with respect to the same Director District as was the director whose office he succeeds and shall serve the unexpired portion of the removed director’s term.
Section 4.09. Vacancies
Subject to the provisions of these Bylaws, with respect to the filling of vacancies caused by any reason, a vacancy shall be filled by the majority vote of a quorum of the existing Board of Directors who is not incapacitated. A director elected in this fashion, will serve out the unexpired term of the director whose office was originally vacated and until a successor is elected and qualified. A Director filling a vacancy in this fashion shall be from the same Director District as was the director whose office was vacated.
Section 4.10. Emergency Loss of Directors
In the event, all of the Directors of the Cooperative are killed or become incapacitated, (as determined by a District Court Judge sitting in New Mexico), then the Cooperative shall request such District Judge to determine and appoint an interim Board of three (3) emergency directors who are members of the Cooperative. The emergency directors shall serve until a special election of directors by the members can be called and election of directors held. A special election of the members of the Cooperative shall be called by management of the Cooperative giving notice to the members and the special election for directors shall be conducted in the manner directors elections are conducted as provided elsewhere in these bylaws.
Section 4.11. Compensation: Expenses
Directors shall, as determined by resolution of the Board of Directors, receive on a per-diem basis, a fixed fee, which may include insurance benefits, for attending Board of Directors meetings and may receive on a per-diem basis, the same or a different fixed fee for their duly authorized attendance at other types of meetings or for the performance of other directors duties. Directors shall also receive advancement or reimbursement of any travel and out of pocket expenses actually, necessarily, and reasonably incurred in attending Board of Director meetings and in the performance of other authorized Cooperative business. No director or close relative of a director shall receive compensation for serving the Cooperative in any other capacity unless the payment and amount of such compensation is specifically authorized by a unanimous vote of the remaining directors with respect to an emergency. A director who is also an officer of the Board, and who performs regular or periodic duties of a substantial nature for the Cooperative in its fiscal affairs, may be compensated in an amount to be fixed and authorized in advance of such service by the unanimous vote of the remaining Directors. The Cooperative may, in conformity with rules of general application, contribute to insurance benefits for directors and former directors. Past practices with reference to insurance benefits for directors are hereby ratified and confirmed.
Section 4.12. Rules, Regulations, Rate Schedules and Contracts
The Board of Directors shall have power to make, adopt, amend, abolish, and promulgate such rules, regulations, rate schedules, tariffs, contracts, security deposits and any other types of deposits, payments, or charges, including contributions in aid of construction, not inconsistent with law or the Cooperative’s Articles of Incorporation or Bylaws, as it may deem advisable for the management, administration, and regulation of the business and affairs of the Cooperative.
Section 4.13. Accounting System and Reports
The Board of Directors will establish and maintain a complete accounting system for the Cooperative’s financial operations and condition. After the close of the fiscal year the Directors shall authorize a full, and complete and independent audit of the Cooperative’s accounts, books, and records reflecting financial operations during, and financial condition as of the end of the year. A full and accurate summary of such audit reports shall be submitted to the members at, or prior to, the succeeding annual meeting of the members. The Board may authorize special audits, complete or partial, at any time and for any specified period of time.
Section 4.14. “Close Relative” Defined
As used in these Bylaws, “close relative” means a person who, by blood or in-law, including step and adoptive kin, is either a spouse, child, grandchild, parent, grandparent, brother, sister, aunt, uncle, nephew, or niece of the principal.
Section 5.01. Regular Meetings
A regular meeting of the Board of Directors shall be held, without notice, immediately after the adjournment of the annual meeting of the members, or as soon thereafter as convenient. Thismeeting shall be at a site designated by the Board in advance of the annual member meeting. A regular meeting of the Board of Directors shall also be held monthly on the date, time, and place in one of the counties in New Mexico within which the Cooperative serves as the Board shall provide by resolution. Regular Meetings may also be held via telephone conference call, without regard to the actual location of the director at the time of such telephone conference meeting, if a majority of the Directors consent.
Section 5.02. Special Meetings of the Directors
Special meetings of the Board of Directors may be called by Board resolution, by the President, or by any four (4) directors, except in the event of the catastrophic death or incapacity of more than 3 directors. In such event, a special meeting may be called by two (2) or more directors. The Secretary or his or her designee shall send notice of a special meeting as provided in Section 5.03 except that if the Secretary is unavailable due to death or incapacity then any director or the general manager may send notice of the special meeting and shall designate in the notice that emergency circumstances exist. The Board, the President, or the directors calling the meeting shall fix the date, time, and place for the meeting, which shall be held in one of the counties in New Mexico within which the Cooperative serves. Special Meetings may also be held via telephone conference call, without regard to the actual location of the director at the time of such telephone conference meeting, if all the directors consent.
Section 5.03. Notice of Directors Meetings
The Board shall be given written notice of the date, time, and purpose of any meeting. Notice shall be given not less than five (5) days prior to the meeting. Notice shall be given personally or by e-mail, by or at the direction of the Secretary or, upon default in this duty by the Secretary or in the case of a special meeting by the members who have called the meeting, or by any director. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the director at his address as it appears on the records of the Cooperative, with first class postage thereon prepaid, and postmarked at least five (5) days prior to the meeting date. The attendance of a director, at any meeting of the Board, shall constitute a waiver of notice of such meeting, unless such attendance shall be for the express purpose of objecting to the transaction of any business, or of one or more items of business, on the ground that the meeting shall not have been lawfully called or convened.
Section 5.04. Quorum
The presence in person of a majority of the directors in office or by telephone conference call shall be required for the transaction of business and the affirmative votes of a majority of the directors present and voting shall be required for any action to be taken, except in situations in which there has been catastrophic death or incapacity as described in Section 5.02. In the event of the catastrophic illness or death or other unforeseen circumstances, which results in the unavailability of three or more Board of Directors, then a quorum of the Board shall consist of a majority of the existing Directors who are not incapacitated, or unable to attend due to such unforeseen circumstances, as determined to exist by a majority vote of the Directors then in attendance. If less than a quorum be present at a meeting; a majority of the directors present may adjourn the meeting, but shall cause the absent directors to be timely notified of the date, time, and place of the resumption of the adjourned meeting.
Section 6.01. Number and Title
The officers of the Cooperative shall be a President, Vice President, Secretary, and Treasurer, and such offices as may from time to time be determined by the Board of Directors. The offices of Secretary and Treasurer may be held by the same person.
Section 6.02. Election and Term of Office
The four officers named in Section 6.01 shall be elected by secret written ballot, annually and without prior nomination, by and from the Board of Directors, at the first meeting of the Board held after the annual meeting of the members. If the election of such officers is not held at such meeting, it shall be held as soon as convenient. Each officer shall hold office until the meeting of the Board is held after the next succeeding annual meeting of the members or until his successor shall have been duly elected and shall have qualified. The term of office is subject to the provisions of the Bylaws, with respect to the removal of directors and to the removal of officers by the Board of Directors. Any other officers may be elected by the Board from any person as the Board of Directors may deem advisable.
Section 6.03. Removal
Any officer, agent or employee elected or appointed by the Board of Directors may be removed by the Board whenever in its judgment the best interests of the Cooperative will be served.
Section 6.04. Vacancies
A vacancy in any office elected or appointed by the Board of Directors shall be filled by the Board for the unexpired portion of the term.
Section 6.05. President
The President shall:
- Be the principal executive officer of the Cooperative and shall preside at all meetings of the Board of Directors, and, unless determined otherwise by the Board of Directors, at all meetings of the members;
- Sign, with the Secretary, deeds, mortgages, deeds of trust, notes, bonds, contracts, or other instruments authorized by the Board of Directors to be executed, except in cases in which the signing and execution thereof shall be expressly delegated by the Board of Directors 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,
- In general, perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
Section 6.06. Vice President
In the absence of the President, or in the event of his inability or refusal to act, the Vice President shall perform the duties of the President, and then so acting, shall have all the powers of and be subject to all the restrictions upon the President; and shall perform such other duties as may from time to time be assigned to him by the Board of Directors.
Section 6.07. Secretary
The Secretary shall:
- Keep, or cause to be kept, the minutes of meetings of the members and of the Board of Directors in one or more books provided for that purpose;
- See that all notices are duly given in accordance with these Bylaws or as required by law;
- Be custodian of the corporate records and of the seal of the Cooperative and see that the seal of the Cooperative is affixed to all certificates of membership prior to the issue thereof and to all documents the execution of which, on behalf of the Cooperative under its seal, is duly authorized in accordance with the provisions of these Bylaws or as required by law;
- Keep, or cause to be kept, a register of the name and post office address of each member, whose address shall be furnished to the Cooperative by the member;
- Sign, with the President, certificates of membership as authorized by resolution of the Board of Directors;
- Have responsibility for the books of the Cooperative in which a record of the members is kept;
- Keep on file, at all times, a complete copy of the Cooperative’s Articles of Incorporation and Bylaws, together with all amendments thereto. Copies of the Articles and Bylaws shall always be open to the inspection of any member. Cooperative at its expense shall, furnish a copy of such documents and of all amendments to any member; upon written request;
- Perform all duties incident to the office of the Secretary and such other duties as, may be assigned to the Secretary by the Board of Directors.
Section 6.08. Treasurer
The Treasurer shall:
- Be responsible for all funds and securities of the Cooperative;
- Receive and give receipts for monies due and payable to the Cooperative from any source, and deposit or invest all monies in the name of the Cooperative in such bank or banks or in such financial institutions or securities, as are selected, in accordance with the provisions of these Bylaws; and,
- Perform all duties incident to the office of Treasurer and such other duties as, may be assigned to the Treasurer by the Board of Directors.
Section 6.09. Delegation of Secretary’s and Treasurer’s Responsibilities
The Board of Directors, by resolution may, except as otherwise limited by law, delegate all or some of, the responsibility and authority of any Officer. This delegation of authority may include the regular or routine administration of one or more of each such officer’s duties to be carried out by one or more agents, other officers or employees of the Cooperative, who are not Directors. To the extent that the Board delegates an officers authority, duties or responsibilities, the officer, will be released from such duties, responsibilities and authorities.
Section 6.10. General Manager: Executive Vice President
The Board of Directors may appoint a General Manager, who may be, but who shall not be required to be, a member of the Cooperative, and who also may be designated Executive Vice President. The General Manager shall perform such duties as the Board of Directors may, require and shall have such authority as the Board of Directors may vest in him, or her.
Section 6.11. Compensation: Indemnification
The compensation, if any, of any officer, agent, or employee who is also a director or close relative of the director shall be determined as provided in Section 4.14 of these Bylaws, and the powers, duties and compensation of any other officers, agents, and employee shall be fixed or a plan therefore approved by the Board of Directors. The Cooperative shall indemnify directors, officers, including the General Manager (and/or, if so titled, the Executive Vice President), agents, and employees. The Cooperative may purchase insurance to cover such indemnification.
Section 6.12. Reports
The officers of the Cooperative shall submit reports at each annual meeting of the members, covering the business of the Cooperative for the previous fiscal year and showing the condition of the Cooperative at the close of such fiscal year.
Section 7.01. Contracts, Checks, Drafts, Deposits: Investments
Except as otherwise provided by law or these Bylaws, the Board of Directors may authorize any Cooperative officer, agent, or employee to enter into contracts or execute and deliver any instrument in the name and on behalf of the Cooperative. All checks, drafts, or other order for the payment of money, and all notes, bonds or other evidences of indebtedness, issued in the name of the Cooperative, shall be signed or countersigned by such officer, agent, or employee of the Cooperative and in such manner shall be determined by resolution of the Board of Directors. All funds, except petty cash, of the Cooperative shall be deposited or invested to the credit of the Cooperative in institutions or investments as the Board of Directors may select.
Section 8.01. 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 patrons. No interest or dividends shall be paid or payable by the Cooperative on any capital furnished by its patrons.
Section 8.02. Patronage Capital in Connection with Furnishing Telephone Service
The Cooperative’s operations shall be conducted so that all patrons will, through their patronage, furnish capital for the Cooperative and in a lawful manner. In order to induce patronage and to assure that the Cooperative will operate on a nonprofit basis, the Cooperative is obligated to account on a patronage basis to all its patrons for all amounts received and receivable from the furnishing of telephone and other communications service in excess of operating costs and expenses properly chargeable against the furnishing of telephone and other services. Upon receipt all amounts in excess of operating costs and expenses are received with the understanding that they are furnished by the patrons as capital. The Cooperative is obligated to pay all amounts in excess of operations costs and expenses, in the form of credits to a capital account for each patron. 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 patron is clearly reflected and credited in an appropriate record to the capital account of each patron, and the Cooperative shall within a reasonable time after the close of the fiscal year notify each patron of the amount of capital so credited to his account. Individual notices of amounts furnished by each patron shall not be required if the Cooperative notifies all patrons of the aggregate amount of such excess and provides a clear explanation of how each patron may compute and determine for each member the specific amount of capital so credited to the member. All such amounts credited to the capital account of any patron shall have the same status as though they had been paid to the patron in cash and as if the patron had then furnished the Cooperative corresponding amounts for capital. As allowed by law, all other (amounts other than non-operating income (margins)) received by the Cooperative from its operations in excess of costs and expenses shall, be (a) used to offset any losses incurred during the current or any prior fiscal year and (b) to the extent not needed for that purpose, allocated to its patrons on a patronage basis, and any amount so allocated shall be included as a part of the capital credited to the accounts of patrons.
All non-operating income margins may be used by the Cooperative to establish permanent capital not assignable to patrons prior to the dissolution of the Cooperative. In the event of dissolution or liquidation of the Cooperative, after all outstanding indebtedness of the Cooperative has 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. If allowed by law, any gains may at that time be realized from the sale of any appreciated asset, shall be distributed to all persons who were patrons during the period the asset was owned by the Cooperative in proportion to the amount of business done by such patrons during that period to the extent a calculation can be made of the amount, and as determined by the Board of Directors. This shall be paid before any payments are made on account of property rights of members.
If, at any time prior to dissolution or liquidation, the Board of Directors shall determine that the financial condition of the Cooperative will not be impaired thereby, the capital then credited to patrons’ accounts may be retired in full or in part. Retirements of capital, in any sequence or any portion, shall be at the discretion of the Board. Capital credited to the account of each patron 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 in part of such patron’s premises served by the Cooperative, unless the Board of Director’s, shall determine otherwise. Notwithstanding any other provisions of these Bylaws, the Board of Directors shall, at its discretion, have the power at any time upon the death of any patron, who was a natural person (or, if as so provided for in the preceding paragraph, upon the death of an assignee of the capital credits of a patron, which assignee was a natural person), if the legal representatives of his estate shall request in writing that the capital so credited or assigned, as the case may be, be retired prior to the time such capital would otherwise be retired under the provisions of the Bylaws, to retire such capital immediately upon such terms and conditions as the Board of Directors, and its legal representatives, agree upon. However, in no instance will the financial condition of the Cooperative be impaired by such action.
The Cooperative, before retiring any capital credited to any patron’s account, shall deduct any amount owing by a patron to the Cooperative, together with interest thereon at the New Mexico legal rate on judgments in effect when such amount became overdue, compounded annually.
Section 8.03. Special Right to Assign
Any member or patron may assign all or any portion of his patronage capital earned or credited, or expected to be earned or credited in the future, to a charitable fund, account, foundation or trust (“Charitable Account”) named by the Board of Directors of the Cooperative, an assignment will be effective as of the date of assignment, subject in all cases to the Cooperative’s prior lien for unpaid charges.
Section 8.04. Assignment by Failure to Provide Address
In the event notice or delivery of capital credits, and capital credit payments, cannot be made because of the failure of a patron or former patron to claim the same in person, or to furnish an effective mailing address, for a period of two years after the Cooperative has given required notice, such failure shall constitute an irrevocable gift by the patron to the Charitable Account, of any credit or payment remaining after the Cooperative’s prior claim for charges due have been satisfied.
Section 8.05. Charitable Account
It shall be the duty of the Cooperative to take the necessary steps to name and establish any Charitable Account, and if necessary to establish a tax exempt charitable trust or foundation. If necessary the Cooperative shall obtain approval of the Internal Revenue Service of the United States and the Taxation and Revenue Department and cause to be named as trustees the officers of the Cooperative, to serve as trustees without compensation.
Section 8.06. Priority of Cooperative’s Claim for Amounts Due from Patron
Nothing contained in this Article shall be construed to deprive the Cooperative of its first lien against any capital credits to satisfy any unpaid accounts of the patron. Only that portion of a capital credit or payment which is not needed to satisfy any unpaid balance for services provided may be transferred to any Charitable Account for the purpose of educational grants to present active members, immediate families.
Section 9.01. Disposition and Pledging of Property
If allowed by law, the members of the Cooperative may authorize the sale, lease, lease/sale, exchange, transfer or other disposition of all or a substantial portion of the Cooperative’s property and assets by the affirmative votes at a duly held meeting of the members of at least two-thirds (2/3) of the total membership of the Cooperative. The Board of Directors without authorization by the members shall have full power and authority:
- To borrow monies from any source and in such amounts as the Board may determine
- Mortgage or otherwise pledge or encumber any or all of the Cooperative’s property or assets as security, and
- May sell, lease, lease/sell, exchange, transfers or otherwise dispose of merchandise or property no longer necessary or useful for the operation of the Cooperative.
In addition to the foregoing subsection (a) and any other applicable provisions of law or these Bylaws, no sale, lease, lease/sale, exchange, transfer or other disposition of all or a substantial portion of the Cooperative’s property and assets shall (except as provided in (3) in the last sentence of Subsection (a) foregoing) be authorized except in conformity with the following:
- In evaluating any proposal for sale, lease, lease/sale, exchange, transfer of other disposition, the Board of Directors shall obtain (3) independent licensed appraisers, to appraise the value of the land involved in regard to a sale, lease, lease/sale exchange, transfer or other disposition.
- After the Board of Directors has received the appraisals and has determined that the proposal should be submitted for consideration by the members, it shall first give every other telephone cooperative, corporately sited and operating in New Mexico (which has not made such an offer for such sale, lease, lease/sale, exchange, transfer or other disposition) an opportunity to submit competing proposals. Such opportunity shall be in the form of a written notice to such telephone cooperatives. This notice shall be attached to a copy of the proposal which the Cooperative has already received along with copies of the respective reports of the three (3) appraisers. Any telephone cooperative contacted shall be given not less than thirty (30) days during which to submit competing proposals, and the actual minimum period within which counter proposals are to be submitted shall be stated in the written notice given them.
- If the Board determines that favorable consideration should be given to the initial or any subsequent proposal which has been submitted to it, it shall so notify the members, not less than sixty (60) days before calling a meeting of the membership. The notice shall detail the terms of each proposal, and shall call a special meeting of the members for consideration, of the proposals, meeting shall not be held sooner than twenty-five (25) days after the giving of notice to the members.
- Any fifty (50) or more members, may petition the Board not less than thirty (30) days prior to the date of a special or annual meeting to require the Cooperative, to mail all members any opposing or alternative positions which they may have to the proposals that have been submitted or any recommendations that the Board has made. Cost of mailing shall be paid by the Cooperative.
- The provisions of this subsection (b) shall not apply to a sale, lease, lease/sale, exchange, transfer or other disposition to another telephone cooperative if the substantive or actual legal effect thereof is to merge or consolidate with the other telephone cooperative(s).
Section 9.02. Distribution of Surplus Assets on Dissolution
As allowed by law and Section 9.02, upon the Cooperative’s dissolution, any assets remaining after all liabilities or obligations of the Cooperative have been satisfied and discharged shall, to the extent practicable as determined by the Board of Directors, be distributed without priority but on a patronage basis among all persons who are or who have been members of the Cooperative for any period(s) preceding the date of the filing of a certificate of election to dissolve. If in the judgment of the Board the amount of such surplus is too small to justify the expense of making such 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.
The Cooperative’s fiscal year shall begin on the first day of the month of January of each year and end on the last day of the month of December following.
The Board of Directors shall follow a relaxed parliamentary procedure in conducting all meetings of the members or of the Board of Directors or any committee appointed provided for in these Bylaws. Roberts Rules of Order, shall serve as a reference for the proper conduct of meeting, however, the Roberts Rules of Order need not be strictly complied with in the conduct of meetings. The Board shall endeavor to create a policy manual which governs the proper conduct of meetings and in the absence of the same, a majority vote on any issue is controlling.
The Cooperative, may, upon authorization of two-thirds (2/3) of the membership of the Board of Directors, purchase stock in or become a member of any corporation or organization organized on a for-profit or a non-profit basis for the purpose of buying, selling, leasing, wiring, installing, repairing and servicing telephones, telephonic and telecommunications equipment or services and related equipment or services, for the members and non-members, or, of any other corporation or organization for the purpose of acquiring telephone and related facilities or assuring more adequate services to its members. Related service is hereby defined to include, without limitation, such facilities and services that may be provided utilizing existing coaxial cable, fiber optic cable and such other facilities that may be utilized in the future for the purpose of voice, data and/or video communication through the use of electricity and including all telephone lines, facilities or systems used in the rendition of such service and such other systems, including satellite or microwave transmission, for the voice, data and/or video communications that may be developed and utilized in the future.
These Bylaws may be altered, amended or repealed by the affirmative vote of not less than a majority of the members present and voting at any regular or special member meeting. The notice of such meeting shall contain a copy of the proposed alteration, amendment or repeal, or an accurate summary explanation thereof.