The following 10 proposed Bylaw amendments will be put before Claiborne Electric’s membership for a vote during the 2020 Annual Meeting.
Proposed change 1 – To replace the first sentence of Article I, Section 1 to read as follows:
“Any person, firm, association, corporation or body politic or subdivision thereof may become a member of record in Claiborne Electric Cooperative, Inc., (hereinafter called the “Cooperative”) by:”
This change adds the term “of record” to the sentence to form the term “member of record.” This change strengthens the term, making clear that “member” refers to a bona fide, current member of the Cooperative.
Proposed change 2 – To replace the first sentence of Article I, Section 3 to read as follows:
“Any two adults living in the same residence may apply for and sign a joint membership application and, subject to their compliance with the requirements set forth in Section 1 of this Article, may be accepted for such membership.”
This change adds the terms “and sign” and “application” to the sentence, clarifying the process of applying for joint membership.
Proposed change 3 – To replace Article III, Section 1 to read as follows:
“The annual meeting of the membership shall be held at such place and time as approved by the Board of Directors and designated in the notice of meeting for the purpose of passing on reports for the previous fiscal year, conducting Director elections, if needed, and transacting such other business as may come before the meeting. Failure to hold the annual meeting at the designated time shall not work a forfeiture or dissolution of the Cooperative.”
This change adds the term “, conducting Director elections, if needed,” to the language of the paragraph. This would allow for Director elections at the Annual Meeting.
Proposed change 4 – To replace Article III, Section 4 to read as follows:
“Except for Director elections, three per centum of the Cooperative’s total membership, present in person at a meeting, shall constitute a quorum for purposes of conducting a special meeting of the membership or the regularly-scheduled annual meeting of the 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, provided, that the Secretary shall notify any absent members of the time and place of such adjourned meeting.”
This change adds the term “Except for Director elections,” to open the paragraph. This language makes clear that a quorum applies to members in attendance at membership meetings, not for Director elections.
Proposed change 5 – To replace Article III, Section 5 to read as follows:
“Each member of record shall be entitled to only one vote. All questions shall be decided by a vote of a majority of the members voting thereon in person, except as otherwise provided by law, the articles of incorporation or these bylaws.”
This change adds the term “of record” to the sentence to form the term “member of record.” This change strengthens the term, making clear that a vote may only be cast by a bona fide, current member of the Cooperative.
Proposed change 6 – To replace Article III, Section 7 to read as follows:
“The order of business at the annual meeting of the members and, so far as possible, at all other meetings of the members, shall be essentially as follows:
- Report as to the number of members present in person in order to determine the existence of a quorum.
- 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.
- Reading of unapproved minutes of previous meetings of the members and the taking of necessary action thereon.
- Presentation and consideration of reports of officers, Directors and committees, if any.
- Report on Director elections, if conducted
- Unfinished business.
- Such new business as shall have been published in the agenda incorporated into the official notice of the meeting.
This change adds a report on any conducted Director elections to the Order of Business at the Annual Meeting. It also re-numbers the Order of Business following such report.
Proposed change 7 – To replace Article IV, Section 2 to read as follows:
“No person shall be eligible to become or remain a director or to hold any position of trust who:
(a) Is not a member and bona fide resident in the area served by the Cooperative and who does not reside within the Board District the director represents or,
(b) Is in any way employed by or financially interested in a competing enterprise or a business selling electric energy or electric materials and supplies to the Cooperative;
(c) Is the incumbent of or candidate for an elected public office;
(d) Has been in any manner employed by the Cooperative during the previous ten (10) years;
Upon establishing the fact that a director is holding office in violation of any of the foregoing provisions, it shall immediately become incumbent upon the Board of Directors to remove such director from office. Nothing contained in this section shall affect in any manner whatsoever the validity of any action taken at any meeting of the Board of Directors.”
This change has two parts. First, it removes language from line (a) which read “(this provision shall not be applied retroactively and shall not affect any elections of directors held prior to the approval date of these changes of bylaws)”. This removed language is unnecessary. Second, this change removes language from line (c) which read “in connection with which a salary or compensation in excess of $1,000.00 per annum is paid”. This removed language eliminates any provision for an incumbent or candidate for an elected public office to hold a position on Claiborne Electric’s Board of Directors.
Proposed change 8 – To replace the last paragraph of Article IV, Section 3 to read as follows:
“The Board of Directors shall provide for elections as the term of office of the director from that district expires. Director elections shall be held at the annual meeting of the general membership. Such elections shall be held on a staggered basis, three district elections per year, and Directors, once elected, shall serve for a term of three years. Such terms shall begin at the meeting of the Board of Directors held at its next regularly scheduled meeting following the annual meeting of the members. For purposes of Director elections, no quorum is required. Directors shall be elected by majority vote of all registered members casting ballots at that annual meeting. Should balloting result in a tie vote, the winner shall be determined by drawing lots, conducted by the current Board President or his designee. If no nominees are submitted, the vacancy shall be filled in accordance with Article IV, Section 6 of these by-laws.”
This change moves Director elections from District Meetings to the Annual Meeting. This move allows Directors to be elected by the members in attendance at the Annual Meeting. This change also eliminates a quorum for the purpose of Director elections.
Proposed change 9 – To replace Article IV, Section 4 to read as follows:
“Any three (3) members of record living within a district and acting together, may make a nomination for the Director from that district in writing during the month of January. Nominations will be due by close of business on the last business day of January. The secretary shall post such nominations at the principal office of the Cooperative in both Union and Claiborne Parishes. If only one nomination is submitted, the Board of Directors will declare the nominated candidate as the winner and shall not hold an election for that district. If no nominations are submitted, the seat will be considered a vacancy and will be handled according to Article IV, Section 6 of these bylaws.”
This change removes language concerning the nomination period for the Board of Directors that could be confusing, changing the nomination period to the month of January each year. This change simplifies the nomination process and allows plenty of time for notification of Director elections in the Cooperative’s publication. This change also dismisses the election process in the case that only one candidate is nominated. Also, this change adds the term “of record” in the same manner as proposed changes 1 and 5.
Proposed change 10 – To replace Article IV, Section 5 to read as follows:
“Any member may bring charges against a director by filing such charges in writing with the Secretary, together with a petition signed by at least ten per centum of the members residing in the district from which the director was elected. The director against whom such charges are brought shall be informed in writing thereof at least thirty days prior to the meeting at which the charges are to be considered and shall have opportunity at the special meeting to be heard in person or by counsel and to present evidence in respect of the charges; and the person or persons bringing the charges against him shall be given the same opportunity. The question of the removal of such director shall be considered and voted upon at the special meeting of the members from that district. Any vacancy created by such removal shall be filled in accordance with Article IV, Section 6 of these Bylaws.”
This change increases the consistency of the Bylaws, making sure a vacancy on the Board of Directors is handled in the same manner under varying circumstances.
We believe the proposed changes presented to the members simplify language and processes. We think these changes also increase member involvement and transparency. We ask that our members make themselves familiar with the proposed changes. As we believe these changes are in the best interest of the Co-op and its membership, we urge members to approve these changes at the 2020 Annual Meeting.