Section 1. General Powers. The business and affairs of the Cooperative shall be managed by the board of 9 directors, which shall exercise all of the powers of the Cooperative except such as are by law or by the Articles of Association of the Cooperative or by these bylaws conferred upon or reserved to the Members.
Section 2. Director District. (a) Beginning with the annual meeting in 1996, 1 director will be elected from Districts 1, 2, and 3. The director position in each district currently held by the person with the most years of service will be nominated in 1996. In 1997, the position held by the director next in line with seniority will be nominated. In 1998, the 3rd director position in each district will be nominated.
District 1 Boundary Description:
Director District 1 consists of all the Wasco Electric Cooperative’s service area within the boundary beginning at a point where the Columbia River meets the west edge of Wasco Electric Cooperative’s service area. Thence east along the Columbia River to a point where it meets the Deschutes River. Thence south along the Deschutes River to a point where it meets the south boundary of School District 29. Thence west along the south boundary of School District 29 to the west edge of the Cooperative’s service area. Thence north along the west edge of the Cooperative’s service area to the point of beginning.
District 2 Boundary Description:
Director District 2 consists of an area beginning at the confluence of the Deschutes and Columbia Rivers. Thence east along the Columbia River to a point where Wasco Electric Cooperative is bordered by Columbia Basin Electric Cooperative. Thence south along a boundary between Wasco Electric Cooperative and Columbia Basin Electric Cooperative to a point where Wasco Electric Cooperative’s service area is bordered on the east by Columbia Power Electric Cooperative. Thence south along a boundary between the 2 cooperatives’ service area to a point where it meets the Jefferson–Crook county boundary. Thence west along the county boundary to the southwest corner of section 33, Township 11 South, Range 15 East. Thence north to a point where US highways 97 and 197 meet. Thence northeast on US 97 to the Bakeoven Road. Thence north on the Bakeoven Road to the BPA Maupin Substation in section 26, Township 4 South, Range 14 East. Thence directly north to the Deschutes River. Thence along the Deschutes River to the point of beginning.
District 3 Boundary Description:
Director District 3 consists of all the Wasco Electric Cooperative’s service area, bordered on the north by Director District 1 and on the east by Director District 2. The south boundary of this District borders the service area of Central Electric Cooperative, and on the west by the Clackamas county line.
(b) Qualifications and Tenure.
The persons elected as directors at the first meeting of the Members of the Cooperative shall compose the Board of Directors until the first annual meeting or until their successors shall have been elected and shall have qualified. The Board of Directors elected by the Members, at the annual meeting held in 1949, at their first meeting thereof shall decide by lot or otherwise, as they deem best, who shall constitute the 3 directors whose terms of office are to end at the following annual meeting (1951), and to end at the next annual meeting (1950), and who shall constitute the 3 directors whose terms of office are to end at the next succeeding annual meeting (1952). Beginning with the annual meeting held in 1950 and at each annual meeting thereafter, 3 directors shall be elected by ballot, by and from the Members, to serve for a term of 3 years and until their successors shall have been elected and shall have qualified, subject to the provisions of these bylaws with respect to the removal of directors. No Member shall be eligible to become or remain a director or to hold any position of trust in the Cooperative (i) who is not a bona fide resident in the area served by the Cooperative, (ii) who is in any way employed by or financially interested in a competing enterprise or a business selling electric energy to the Cooperative, (iii) who is the incumbent of or candidate for an elective public office in connection with which a salary is paid, (iv) who does not have the capacity to enter into legally binding contracts, (v) who is not an individual, (vi) who has been convicted of, or pleaded guilty to, a felony within 5 years prior to becoming a director or during the term of director, or (vii) whose membership rights are suspended at the time the member is a candidate for a director position or during the director’s term. When a membership is held jointly by a husband or wife, either one, but not both, may be elected a director, provided, however, that neither one shall be eligible to become or remain a director unless both shall meet the qualifications set forth hereinabove. 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 of Directors.
Section 3. Nominations. It shall be the duty of the Board of Directors to appoint, not less than 30 days nor more than 90 days before the date of a meeting of the Members at which directors are to be elected, a committee on nominations consisting of not less than 5 nor more than 11 resident Members of the Cooperative who shall be appointed so as to give equitable representation on the committee to the geographical areas served or to be served by the Cooperative. No officer or member of the Board of Directors shall be appointed a member of such a committee. The committee shall prepare and post at the principal office of the Cooperative at least 20 days before the meeting a list of nominations for directors, but any 15 or more Members may make other nominations in writing over their signatures not less than 15 days prior to the meeting and the Secretary shall post the same place where the list of nominations made by the committee is posted. A ballot marked “Ballot for Directors” containing the names of the nominees so posted, alphabetically arranged, and stating the residence of each shall be mailed with the notice of the meeting. The Secretary shall also mail with the notice of the meeting a statement of the number of directors to be elected and showing separately the nominations made by the committee on nominations and the nominations made by petition. Such a statement of the Secretary shall also inform the Members of the manner in which they may vote by mail for directors as provided in this Section. Any Member who is absent from any such meeting may vote by mail for directors by marking on the ballot an “X” opposite the names of the number of candidates equal to the number of directors to be elected and enclosing the ballot in a sealed envelope bearing the Member’s name, addressed to the Secretary. When such ballot so enclosed is received by mail from any absent Member, it shall be accepted and counted as a vote for directors by ballot of such absent Member at such meeting. If a husband and wife hold a joint membership and are absent from any such meeting, they may vote by mail for directors by jointly marking and enclosing the ballot hereinabove provided for. Notwithstanding anything in this Section contained, failure to comply with any of the provisions of this Section shall not affect in any manner whatsoever the validity of any election of directors.
Section 4. Vacancies. Subject to the provisions of these bylaws with respect to the removal of directors, vacancies occurring in the Board of Directors shall be filled by a majority vote of the remaining directors. Directors thus appointed shall serve the unexpired portion of the term of the director whose place was vacated and until a successor shall have been elected by the Members and shall have qualified.
Section 5. Compensation. Directors as such shall not receive any salary for their services, but by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at each meeting of the Board of Directors, and attendance at meetings of the Oregon State Rural Electrification Association, Regional and National Rural Electric Cooperative Association meetings and attendance at such other meetings that protect and advance rural electrification. Except in emergencies, no director shall receive compensation for serving the Cooperative in any other capacity, nor shall any close relative of a director receive compensation for serving the Cooperative unless such compensation shall be specifically authorized by a vote of the Members.
Section 6. Rules and Regulations. The Board of Directors shall have the power to make and adopt such rules and regulations, not inconsistent with law, the Articles of Association of the Cooperative, or these bylaws, as it may deem advisable for the management, administration, and regulation of the business and affairs of the Cooperative.
Section 7. Accounting System and reports. The Board of Directors shall cause to be established and maintained a complete accounting system, which, among other things, 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 Utilities Service of the United States. The financial records of the Cooperative shall be examined by the Board of Directors at regular meetings of the Board of Directors. The Board of Directors shall also, after the close of each fiscal year, cause to be made a full and complete audit of the accounts, books, and financial condition of the Cooperative as of the end of the year. Such audit reports shall be available to the Members at the following annual meeting.
Section 8. Change in Rates. Written notice shall be given to the Administrator of the Rural Electrification Administration of the United States of America not less than 90 days prior to the date upon which any proposed change in the rates charged by the Cooperative for electric energy becomes effective.
Section 9. Term of Office.
- The term of office of each director shall be 3 years, commencing upon the adjournment of the membership meeting at which elected and terminating upon the adjournment of the membership meeting at which the successor is duly elected and qualified.
- No director shall serve more than 6 consecutive terms. This requirement may be waived by the Members if a director is serving as a director for a state, regional, or national rural electric association.
- A director who is absent from 3 consecutive meetings without medical authorization shall be automatically removed from the Board of Directors.
- Each director shall annually attend a cooperative-sponsored educational meeting for Board of Director training.
Section 10. Removal of Directors. Any Member may bring charges against a director by filing the charges in writing with the Secretary of the Board of Directors. The Secretary shall immediately notify the director of the filed charges. The director shall have an opportunity at the meeting at which the charges against the director shall be considered to be heard in person or by counsel and to present evidence. The person or persons bringing the charges against the director shall have the same opportunity. The director may also file with the Secretary a written statement setting forth concisely the director’s evidence against the charges made.
If the charges are not accompanied by a petition requesting the removal of the director, the Board of Directors shall take the matter up at its next meeting and take such action as it deems to be for the good of the Cooperative, provided, however, that the Board of Directors may not remove the director. The Board of Directors may recommend to the Members to vote on the removal of the director in accordance with the voting procedures set forth in these bylaws. The Board of Directors may impose other disciplinary measures against the director in accordance with these bylaws and applicable law.
If the charges are accompanied by a petition requesting the removal of the director, signed by 10% of the Members, and are filed with the Secretary at least 30 days prior to any general or special meeting of the Members, the Secretary shall prepare and mail to each Member with the regular notice, a ballot calling for a vote upon the removal of the director. A statement setting forth the charges against the director and, if the accused desires, a statement of defense not to exceed 500 words filed by the accused shall accompany the notice and ballot. By the affirmative vote of a majority of the total number of Members of the Cooperative, the Members may remove the director, and if removed the Board of Directors shall fill the vacancy as soon as practical, but not later than 90 days from the date of the director’s removal, in accordance with these bylaws.