Click on any article title below to jump to that section
|Section 1||Requirements for Membership|
|Section 2||Membership Certificates|
|Section 3||Joint Membership|
|Section 4||Conversion of Membership|
|Section 5||Membership Fee|
|Section 6||Purchase of Telephone Service|
|Section 7||Termination of Membership|
|Article II||Right and Liabilities of Members|
|Section 1||Service Obligations|
|Section 2||Cooperation of Members in the Extension of Services|
|Section 3||Property Interest of Members|
|Section 4||Non-Liability for Debts of Coop|
|Article III||Meeting of Members|
|Section 1||Annual Meeting|
|Section 2||Special Meetings|
|Section 3||Notice of Members Meetings|
|Section 4||Postponement of a Meeting of Members||Section 5||Quorum||Section 6||Voting||Section 7||Proxies||Section 8||Order of Business|
|Article IV||Board Members|
|Section 1||General Powers|
|Section 2||Election and Tenure of Office|
|Section 4||Nominations||Section 5||Election of Directors||Section 6||Removal of Directors by Members||Section 7||Vacancies||Section 8||Compensation||Section 9||Rules, Regulations, Rate Schedules and Contracts||Section 10||Order of BusinessAccounting Systems and Reports|
|Article V||Meeting of Directors|
|Section 1||Regular Meetings|
|Section 2||Special Meetings|
|Section 3||Notice of Directors’ Meetings|
|Section 2||Election and Term of Office|
|Section 3||Removal of Officers and Agents by Directors|
|Section 4||President||Section 5||EVice President||Section 6||Secretary||Section 7||Treasurer||Section 8||Manager||Section 9||Bonds of Officers||Section 10||Compensation||Section 11||Reports|
|Article VII||Indemnification of Officers, Board Members, Employees and Agents|
|Section 1||Scope of Indemnification|
|Section 2||Indemnification for Good Faith Action|
|Section 3||Cost of Defense Indemnified|
|Section 4||Amount of Indemnification||Section 5||Expenses Advanced||Section 6||Rights of Persons Indemnified||Section 7||Insurance Coverage|
|Article VIII||Non-Profit Operation|
|Section 1||Interest or Dividends on Capital
|Section 2||Patronage Capital in Connection with Furnishing Telephone and Other Communication Services|
|Article IX||Disposition and Pledging of Property Dissolution and Distribution of Surplus Assets Upon Dissolution|
|Section 1||Disposition and Pledging of Property|
|Section 3||Cost of Defense Indemnified|
|Section 4||Amount of Indemnification|
|Article XI||Financial Transactions|
|Section 2||Checks, Drafts, etc|
|Section 4||Change in Rates|
|Section 5||Fiscal Year|
|Section 1||Membership in Other Organizations|
|Section 2||Waiver of Notice|
|Section 3||Rules and Regulations|
|Section 4||Accounting System and Reports|
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SECTION 1. Requirements for Membership
Any person, firm, association, corporation, or body politic or subdivision thereof may become a member of Custer Telephone Cooperative, Inc. (hereinafter called The "Cooperative") by:
(a) Making a written application for membership therein;
(b) Agreeing to purchase from the Cooperative telephone service or other communication services as hereinafter specified;
(c) Agreeing to comply with and be bound by The Articles of Incorporation and bylaws of The Cooperative and any rules and regulations adopted by the Board of Directors (hereinafter called the "Board"); and
(d) Agreeing to pay the membership fee hereinafter specified on uniform terms and conditions established by the Board; provided, however, that agreement to pay or payment of the membership fee in accordance with the provisions of these bylaws by a landlord on behalf of an applicant for membership who is a Tenant occupying premises owned by such landlord and served by the Cooperative shall constitute compliance by such applicant with subdivision (d) of this section; (and provided further, however, that no person, firm, association, corporation or body politic or subdivision thereof shall become a member unless and until he or it has been accepted for membership by the Board or the Members:) No member may hold more than one membership in the Cooperative, and no membership shall be transferable, except as, provided in these bylaws. Beginning six months after the date of incorporation, all applications received more than thirty days prior to each meeting of the members which have not been accepted or which have been rejected by the Board shall be submitted by the secretary to such meeting and, subject to compliance by the applicant may be accepted by vote of the Member's. The secretary shall give each such applicant at least ten days written notice of the date of the Members Meeting to which his application will be submitted and such applicant shall be entitled to be present and heard at the meeting.
SECTION 2. Membership Certificates
Membership in the Cooperative shall be evidenced by a Membership Certificate which shall be determined by the Board. Such certificate shall be signed by the President and by the Secretary and the Corporate Seal shall be affixed thereto. No membership certificate shall be issued for less than the membership fee fixed in these bylaws nor until such membership fee has been fully paid for. In case a certificate is lost, destroyed or mutilated, a new certificate may be issued therefore upon such uniform terms and indemnity to the Cooperative as the Board may prescribe.
SECTION 3. Joint Membership
A husband and wife may apply for a joint membership and, subject to their compliance with the requirements of Section 1 of this article, may be accepted for such membership. The term "member" as used in these bylaws shall be deemed to include a husband and wife holding a joint membership and any provisions relating to the rights and liabilities of membership shall apply equally with respect to the holders of a joint membership, Without limiting the generality of the foregoing, the effect of the hereinafter specified actions by or in respect of the holders of a joint membership shall be as follows;
(a) The presence at a meeting of either or both shall be regarded as the presence of one member and shall constitute a joint wavier of notice of the meeting;
(b) The vote of either separately or both jointly shall constitute
one joint vote;
(c) A waiver of notice signed by either or both shall constitute a joint waiver;
(d) Notice to either shall constitute notice to both;
(e) Expulsion of either shall terminate the joint membership;
(f) Withdrawal of either shall terminate the joint membership;
(g) Either but not both may be elected or appointed as an officer or Board Member, provided that both meet qualifications for such office.
SECTION 4. Conversion of Membership
(a) A membership may be converted to a joint membership upon the written request of the holder thereof and the agreement by such holder and his or her spouse to comply with the Articles of Incorporation, bylaws, and any rules and regulations adopted by the Board. The outstanding Membership Certificate shall be surrendered and shall be reissued by the Cooperative in such manner as shall indicate the changed membership status.
(b) Upon the death of either spouse who is a party to the joint membership, such membership shall be held solely by the survivor. The outstanding membership certificate shall be surrendered, and shall be re-issued in such manner as shall indicate the changed membership status, provided, however, that the estate of the deceased shall not be released from any debts due the Cooperative.
SECTION 5. Membership Fee
The membership fee shall be ten dollars ($10.00). An additional amount shall be paid as equity for each connection extension or other available service, in accordance with the rules and regulations prescribed by the board.
SECTION 6. Purchase of Communications Services
Each Member must purchase telephone service or one or more recurring communication services from the Cooperative. The Board shall from time to time establish and publish a list of the telephone and communication services offered by the Cooperative, together with the terms, conditions, prices or rates applicable to each such service. Each member shall comply with the terms and conditions of service established by the Board, and shall pay all amounts owed to the Cooperative as and when the same shall become due and payable.
It is expressly understood that all amounts paid by members for telephone service or communications services in excess of the cost and expenses of service are furnished by the members as capital, and each member shall be credited with the capital so furnished as provided by these bylaws. The Cooperative is not obligated to furnish such credits for services which are not billed and collected by the Cooperative, even when such services are partially rendered over the facilities of the Cooperative.
SECTION 7. Termination of Membership
(a) Any member may withdraw from membership upon compliance with such uniform terms and conditions as the Board may prescribe. The Board may, by affirmative vote of not less than two-thirds of all directors, expel any member who fails to comply with any of the provisions of the Articles of Incorporation, bylaws or any rules or regulations adopted by the Board, but only if such member shall have been given written notice by the secretary that such failure makes him liable to expulsion and such failure shall have continued for at least ten (10) days after such notice was given. Any expelled member may be reinstated by vote of the Board or by vote of the Members at any Annual or Special Meeting. The membership of a member who has not permitted the installation of service within thirty (30) days after he has been notified service is available to him or of a member who has ceased to purchase telephone service from the Cooperative, may be cancelled by resolution of the Board.
(b) Upon the withdrawal, death, cessation of existence, expulsion or in the case of members who no longer reside within the jurisdiction or area covered by the Cooperative facilities or in the case of members who have not for one year paid for services of the Cooperative, the membership certificate of such member shall be surrendered forthwith to the Cooperative. Termination of membership in any manner shall not release a member or his estate from any debts due the Cooperative.
(c) In case of withdrawal or termination of membership in any manner the Cooperative shall repay to the member the amount ofmembership fee paid by him, provided however, that the Cooperative shall deduct from the amount of membership's fee the amount of any debts or obligations owed by the member to the Cooperative.
RIGHT AND LIABILITIES OF MEMBERS
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SECTION 1. Service Obligations.
The Cooperative will use reasonable diligence to furnish adequate and dependable services, but it cannot and does not guarantee uninterrupted services nor will it always be able to provide every service desired by each individual member.
SECTION 2. Cooperation of the Members in the Extension of
The cooperation of members of the Cooperative is imperative to the successful, efficient and economical operation of the Cooperative. Members who are receiving or who are requesting service shall be deemed to have consented to the reasonable use of their real property to construct, operate, maintain, replace or enlarge telephone and/or communications lines, overhead or underground, including all conduit, cables, wires, surface testing terminals, markers and other appurtenances under, through, across, and upon any real property or interest therein owned or leased or controlled by said member for the furnishing of telephone or communication service to said, member, or any other member, at no cost to the Cooperative. When requested by the Cooperative, the member does agree to execute any easement or right-of-way contract on a form to be furnished by the Cooperative.
SECTION 3. Property Interest of Members
Upon dissolution after;
(a) All debts and liabilities of the Cooperative shall have been paid,
(b) All capital furnished through patronage shall have been retired as provided in these bylaws, and
(c) All membership fees shall have been repaid, the remaining property and assets of the Cooperative shall be distributed among the members and former members in the proportion which the aggregate patronage of each member bears to the total patronage of all such members, unless otherwise provided by law.
SECTION 4. Non-Liability for Debts of The Cooperative
The private property of the members shall be exempt from execution or other liability for the debts of the Cooperative and no member shall be liable or responsible for any debts or liabilities of the Cooperative.
MEETING OF MEMBERS
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SECTION 1. Annual Meeting
The Annual Meeting of the members shall be held on the fourth Wednesday of March of each year at such place in the counties of Custer or Lemhi, State of Idaho, as shall be designated in the Notice of the Meeting, for the purpose of electing directors, passing upon reports from the previous fiscal year and transacting such other business as may come before the meeting. It shall be the responsibility of the Board of Directors to make adequate plans and preparations for the Annual Meeting. If the day fixed for the Annual Meeting shall fall on a legal holiday, such meeting shall be held on the next succeeding business day. Failure to hold the Annual Meeting at the designated time shall not work as a forfeiture or dissolution of the Cooperative.
SECTION 2. Special Meetings
Special meetings of the Members may be called by resolution of the Board of Directors, or upon a written request signed by any three directors, by the President, or by ten per centum or more of all the 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 Members may be held at any place within the counties of Custer or Lemhi, State of Idaho, specified in the Notice of the Special Meeting.
SECTION 3. Notice of 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 ten days nor more than twenty-five 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 member. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail, addressed to the member at his address as it appears on the records of the Cooperative, with postage thereon prepaid. The failure of any member to receive notice of an annual or special meeting of the members shall not invalidate any action which may be taken by the members at such meeting.
SECTION 4. Postponement of a Meeting of the Members
In the event of inclement weather or the occurrence of a catastrophic event, the meeting of the members may be postponed by the President. Notice of the adjourned meeting shall be given by the President in any media of general circulation or broadcast serving the area.
SECTION 5. Quorum
As long as the total number of members does not exceed one hundred, a majority of the total number of members present in person shall constitute a quorum. In case the total number of members shall exceed one hundred, fifty members or two per centum of the total members of the Cooperative, present in person, whichever shall be the larger, shall constitute a quorum. 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.
SECTION 6. Voting
Each member shall be entitled to only one vote upon each matter submitted to a vote at a Meeting of the Members. All questions shall be decided by a vote of a majority of the members voting, thereon in person or by proxy, except as otherwise provided by law, the Articles of Incorporation or these bylaws.
SECTION 7. Proxies
A member may vote by proxy executed in writing by the member. Such proxy shall be filed with the secretary before or at the time of the meeting. No proxy shall be valid after sixty days from the date of its execution. No proxy shall be valid unless it shall designate the particular meeting at which it is to be voted and no proxy shall be voted at any meeting other than the one so designated or any adjournment of such meeting. A member may give his proxy only to another member or to an adult relative living in the same home with such member, and no person may hold more than one proxy at any meeting. The presence of a member at a meeting shall revoke a proxy theretofore executed by him and such member shall be entitled to vote at such meeting in the same manner and with the same effect as if he had not executed a proxy. The minutes of each meeting shall contain a list of the members represented by proxy and of their respective proxies.
SECTION 8. Order of Business
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 conducted under policies established by the Board and under an agenda essentially as follows, except as otherwise determined by the Board at such meeting:
(a) Report on the number of members present in person in order to determine the existence of a quorum.
(b) Report on the number of members represented by proxy and the names of their respective proxies.
(c) 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.
(d) Reading of unapproved minutes of previous meetings of the members and the taking of necessary action thereon.
(e) Presentation and consideration of reports of officers, directors and committees.
(f) Election of directors.
(g) Unfinished business.
(h) New business.
Notwithstanding the foregoing, the Board or the members themselves may, from time to time, establish a different order of business for the purpose of assuring the earlier consideration of an action upon any item of business the transaction of which is necessary or desirable in advance of any other item of business; provided that 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.
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SECTION 1. General Powers
The business and affairs of the Cooperative shall be managed by a board of seven 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 members.
SECTION 2. Election and Tenure of Office
Directors may be elected by a plurality vote of the total members, with the total area to be served by the Cooperative to be divided into four districts to be designated and known as Clayton-East Fork District, Round Valley-Challis District, Pahsimeroi (Ellis and May) District and Elk-Bend District, and with each said district be represented on the Board of Directors at all times by the following number of directors:
Clayton-East Fork District - two directors;
Round Valley-Challis District – three directors;
Pahsimeroi (Ellis and May) District – one director;
Elk Bend District – one director
Three groups of directors will be established according to the following grouping:
Group I: one director from Clayton-East Fork District and one director from Round Valley-Challis District Group II: one director from Round Valley-Challis District and one director from Pahsimeroi (Ellis and May) District Group III: one director from Round Valley-Challis District, one director from Clayton-East Fork District and one director from Elk Bend District
Each said group shall serve for a period of three years from the date of that group's election to the Board of Directors. If an election of directors shall not be held on the day designated herein for the annual meeting, or at any adjournment thereof, a special meeting of the members shall be held for the purpose of electing directors within a reasonable time thereafter.
SECTION 3. Qualifications
No person shall be eligible to become or remain a director or to hold any position of trust in the Cooperative who:
(a) Is not a Member and bona fide resident in the area served or to be served by the Cooperative; or
(b) Is in any way employed by or financially interested in a competing enterprise or a business selling telephone service or supplies, or constructing or maintaining telephone facilities other than a business operating on a cooperative nonprofit basis for the purpose of furthering rural telephony. However, the Board may grant exceptions for "de minimus" competing enterprise.
Upon establishment of the fact that a director is holding office in violation of any of the foregoing provisions, the Board of Directors shall 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.
SECTION 4. Nominations
It shall be the duty of the Board of Directors to appoint, not less than thirty (30) days nor more than sixty (60) 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 five (5) nor more than eleven (11) members who shall be selected from different sections to insure equitable representation. No member of the Board of Directors may serve on such committee. The committee, keeping in mind the principle of geographical representation, shall prepare and post at the principal office of The Cooperative at least twenty (20) days before the meeting a list of nominations for directors which may include a greater number of candidates than are to be elected. Any fifteen (15) or more members acting together may make other nominations by petitions not less than fifteen (15) days prior to the meeting and the secretary shall post such nominations at the same place where the list of nominations made by the committee is posted. The secretary shall mail with the notice of the meeting or separately, but at least seven (7) days before the date of the meeting, a statement of the number of directors to be elected and the names and addresses of the candidates, specifying separately the nominations made by the committee on nominations from the floor and nominations shall not be closed until at least one minute has passed during which no additional nomination has been made. No member may nominate more than one candidate.
SECTION 5. Election of Directors
Elections of directors shall be by a form of printed ballot. The ballot shall list the names of the candidates nominated by the committee and by petition with such names arranged by districts.
Any member desiring to vote for a candidate nominated from the floor at the meeting shall write in the name of such candidate beneath the names of the candidates nominated by the committee on nominations and by petition of the particular district which such candidate would represent if elected.
Each member of the Cooperative present in person at the meeting, or present through proxy, shall be entitled to vote for one (1) candidate from each district from which a director is to be elected or on any issue before the meeting. The candidate from each district from which a director is to be elected receiving a plurality of votes cast for that office at such meeting shall be declared elected as a director. Failure of an election for a given year shall allow the incumbent directors whose directorships would have been voted on to hold over only until the next member meeting at which a quorum is present.
SECTION 6. Removal of Directors by Members
Any member may bring charges relating to the duties and responsibilities of his position against a director and, by filing with the secretary such charges in writing together with a petition signed by a least ten per centum of the members, may request the removal of such director by reason thereof. Such director shall be informed in writing of the charges at least ten (10) days prior to the meeting of the members 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 shall have the same opportunity. The question of the removal of such director shall be considered and voted upon at the meeting of the members. No director shall be removed unless by a vote of two thirds (2/3) of the members present. Any vacancy created by such removal may be filled by vote of the members at such meeting without compliance with the foregoing provisions with respect to nominations.
A director may resign at any time by written notice delivered to the Board of Directors or the president or secretary of the Cooperative. A resignation is effective when the notice is delivered unless the notice specifies a future date. The pending vacancy may be filled before the effective date but the successor shall not take office until the effective date.
SECTION 7. Vacancies
Subject to the provisions of these bylaws with respect to the filing of a vacancy or vacancies caused by the removal of directors by the members, a vacancy occurring in the Board of Directors shall be filled by the affirmative vote of a majority of the remaining directors for the unexpired portion of the term.
SECTION 8. Compensation
Directors shall not receive any salary for their services as directors, except that 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. 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 the payment and amount of compensation shall be specifically authorized by a vote of the members or the service by such director or close relative shall have been certified by the Board of Directors as an emergency measure.
SECTION 9. Rules, Regulations, Rate Schedules and Contracts
The Board of Directors shall have power to make, adopt, amend, abolish and promulgate such rules; regulations, rate classifications, rate schedules, contracts, security deposits and any other types of deposits, payments or charges, including contributions in aid of construction, not inconsistent with law or the Certificate of Incorporation or Bylaws as it may deem advisable for the management, administration and regulation of the business and affairs of the Cooperative or, cause such to be submitted for any appropriate governmental regulatory approval. Further, the Board of Directors may constitute itself into committees for the purpose of studying and making recommendations to the full Board in the course of its decisional processes.
SECTION 10. Accounting Systems and Reports
The Board of Directors shall cause to be established and maintained a complete accounting system of the Cooperative's financial operations and conditions, and shall, after the close of each fiscal year, cause to be made a full, complete and independent audit of the Cooperative's accounts, books and records reflecting financial operations during, and financial condition as of the end of such year. The Board may authorize special audits, complete or partial, at any time and for any specified period of time.
MEETING OF DIRECTORS
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SECTION 1. Regular Meetings
A regular meeting of the Board of Directors shall be held without notice, immediately after, and at the same place as the annual meeting of the members. A regular meeting of the Board of directors shall also be held monthly at such time and place in Custer County, State of Idaho, as the Board of Directors may provide by resolution. Such regular monthly meeting may be held without notice other than such resolution fixing the time and place thereof.
SECTION 2. Special Meetings
Special meetings of the Board of Directors may be called by the President or by any three (3) directors, and it shall thereupon be the duty of the secretary to cause notice of such meeting to be given as hereinafter provided. The president or the directors calling the meeting shall fix the time and place (which shall be in Custer or Lemhi County, State of Idaho), for the holding of the meeting.
SECTION 3. Notice of Directors Meetings
Written notice of the time, place and purpose of any special meeting of the Board of directors shall be delivered to each director not less than five (5) days previous thereto either personally or by mail, by or at the direction of the Secretary, or upon a default in duty by the Secretary, by the President or the directors calling the meeting. 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 postage thereon prepaid.
SECTION 4. Quorum
A majority of the Board of Directors shall constitute a quorum, provided, that if less than such majority of the directors is present at said meeting, a majority of the directors present may adjourn the meeting from time to time; and provided further, that the secretary shall notify any absent directors of the time and place of such adjourned meeting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
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SECTION 1. Number.
The officers of the Cooperative shall be a President, Vice President, Secretary, Treasurer, and such other officers as may be determined by theBoard from time to time. The offices of Secretary and of Treasurer may be held by the same person.
SECTION 2. Election and Term of Office
The officers shall be elected by ballot, annually by and from the Board at the meeting of the Board held immediately after the annual meeting of the members. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until the first meeting of the Board following the next succeeding annual meeting of the members or until his successor shall have been elected and shall have qualified. Except as otherwise provided in these bylaws, the vacancy in any office shall be filled by the Board for the unexpired portion of the term.
SECTION 3. Removal of Officers and Agents by Directors
Any officer or agent elected or appointed by the Board may be removed by the Board for cause related to position whenever in its judgment the best interests of the Cooperative will be served thereby. In addition, any member of the Cooperative may bring charges against any officer, and by filing with the Secretary such charges in writing together with a petition signed by ten per centum of the members, or seventy-five members, which is the lesser, 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 (10) 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 shall have the same opportunity. In the event the board does not remove such officer, the question of his removal shall be considered and voted upon at the next meeting of the members.
SECTION 4. President
The President shall:
(a) Be the principal executive officer of the Cooperative and, unless otherwise determined by the members of the Board, shall preside at all meetings of the members and the Board; and
(b) Sign, with the secretary, certificates of membership the issue of which shall have been authorized by the Board of the members, and may 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 signing 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 President and such other duties as may be prescribed by the Board from time to time.
SECTION 5. 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 when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall also perform such other duties as from time to time may be assigned to him by the Board.
SECTION 6. Secretary
The Secretary shall:
(a) Keep the minutes of the meetings of the members and of the Board in one or more books provided for that purpose;
(b) See that all notices are duly given in accordance with these bylaws or as required by law;
(c) Be custodian of the corporate records and of the seal of the Cooperative and affix the seal of the Cooperative 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;
(d) Keep a register of the names and post office addresses of all members;
(e) Sign, with the President, certificates of membership, the issue of which shall have been authorized by the Board or the members;
(f) Have general charge of the books of the Cooperative;
(g) Keep on file at all times a complete copy of the articles of incorporation and bylaws of the Cooperative containing all amendments thereto (which copy shall always be open to the inspection of any member) and at the expense of the Cooperative, forward a copy of the bylaws and of all amendments thereto each member; and
(h) In general perform all duties incident to the Office of Secretary and such other duties as from time to time may be assigned to him by the Board.
SECTION 7. Treasurer
The Treasurer shall:
(a) Have charge and custody of and be responsible for all funds and securities of the Cooperative;
(b) Be responsible for the receipt of and the issuance of receipts for all moneys due and payable to the Cooperative and for the deposit of all such moneys in the name of the Cooperative in such bank or banks as shall be selected in accordance with the provisions of these bylaws; and
(c) In general, perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board.
SECTION 8. Manager
The Board may appoint a manager who may be, but who shall not be required to be, a member of the Cooperative. The manager shall perform such duties and shall exercise such authority as the Board may from time to time vest in him,
SECTION 9. Bonds of Officers
The Treasurer and any other officer or agent of the Cooperative charged with responsibility for the custody of any of its funds of property shall give bond 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 give bond in such amount and with such surety as it shall determine. The cost of all such bonds shall be borne by the Cooperative.
SECTION 10. 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 directors and close relatives of' directors.
SECTION 11. Reports
The officers of the Cooperative shall submit at each annual meeting of the members reports covering the business of the Cooperative for the previous fiscal year. Such reports shall set forth the condition of the Cooperative at the close of such fiscal year.
INDEMNIFICATION OF, OFFICERS, BOARD
MEMBERS, EMPLOYEES AND AGENTS
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SECTION 1. Scope of Indemnification
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 board member, officer, employee or agent of the Cooperative or who is or was serving at the request of the Cooperative as a board member, officer, employee or agent of another cooperative, association, corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney's fees) adjustments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding; provided 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, had 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 pleas of nolocontendere 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.
SECTION 2. Indemnification for Good Faith Action
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 or suit by, or in the right of, the Cooperative to procure a judgment in its favor by reason of the fact that such person is, or was, a board member, officer, employee or agent of the Cooperative, or is, or was, serving at the request of the Cooperative as a board member, officer, employee or agent of another cooperative, association, corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney's fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, 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. No indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of the duty of such person to the Cooperative, unless, and only to the extent that the Court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity of such expenses as the court shall deem proper.
SECTION 3. Cost of Defense Indemnified
To the extent that a board member, officer, employee or agent of the Cooperative has been successful, on the merits or otherwise, in the defense of any action, suit or proceeding referred to in Sections 1 and 2, in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorney's fees) actually and reasonably incurred by such person in connection therewith.
SECTION 4. Amount of Indemnification
Any indemnification under Sections 1 and 2 (unless ordered by a court) shall be made by the Cooperative only as authorized in the specific case, upon a determination that indemnification of the board member, officer, employee or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth in Sections 1 and 2. Such determination shall be made:
(1) By the board by a majority vote of a quorum consisting of board members who were not parties to such action, suit or proceedings; or
(2) If such a quorum is not obtainable, or even if obtainable, if a quorum of disinterested board members so directs, by independent legal counsel in a written opinion; or
(3) By the members.
SECTION 5. Expenses Advanced
Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Cooperative in advance of the final disposition of such action, suit or proceeding, as authorized by the Board in the specific case, upon receipt of a firm commitment by or on behalf of the Board member, officer, employee or agent to repay such amount, unless it shall ultimately be determined that he is entitled to be indemnified by the Cooperative as authorized in this Article.
SECTION 6. Rights of Persons Indemnified
The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of members or disinterested Board members, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a board member, officer, employee or agent, and shall inure to the benefit of the heirs, executors and administrators of such a person.
SECTION 7. Insurance Coverage
The Cooperative may purchase and maintain insurance on behalf of any person who is or was a Board member, officer, employee or agent of the Cooperative, or who is or was serving at the request of the Cooperative as a Board member, officer, employee or agent 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 not the Cooperative would have the power to indemnify such person against such liability under the provisions of this Article.
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SECTION I. Interest or Dividends on Capital Prohibited
The Cooperative shall at all times be operated on a cooperative nonprofit 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 2. Patronage Capital in Connection with Furnishing Telephone and Other Communication Services
In the furnishing of telephone and other communication services the Cooperative's operation shall be so conducted that all patrons will through their patronage furnish capital for the Cooperative. 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 communication services in excess of operating costs and expenses properly chargeable against the furnishing of telephone and other communication services in excess of operating costs and expenses properly chargeable against the furnishing of telephone and other communications services. All such amounts in excess of operating costs and expenses at the moment of receipt by the Cooperative are received with the understanding that they are furnished by the patrons as capital. The Cooperative is obligated to pay by credits to a capital account for each patron all such amounts in excess of operating costs and expenses. 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. 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 in pursuance of a legal obligation to do so and the patron had then furnished the Cooperative corresponding amounts for capital.
All other amounts received by the Cooperative from its operations in excess of costs and expenses shall, insofar as permitted by law, 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 part of the capital credited to the amounts of patrons, as herein provided.
In the event of dissolution or liquidation of the Cooperative, after all outstanding indebtedness of the Cooperative shall have been paid, outstanding capital credits shall be retired without priority on a prorata basis before any payments are made on account of property rights of member. If, at any time prior to dissolution or liquidation, the Board shall determine that the financial condition of the Cooperative will not be impaired thereby, the capital credited to patrons' accounts may be retired in full or in part. Any such retirements of capital shall be made in order of priority according to the year in which the capital was furnished and credited, the capital first received he Cooperative being first retired,
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 a part of such patron's premises served by the Cooperative unless the Board, acting under policies of general application, shall determine otherwise.
Notwithstanding any other provision of these bylaws, the Board at its discretion, shall have the power at any time upon the death of any patron, if the legal representatives of his estate shall request in writing that the capital otherwise be retired under the provisions of these bylaws, to retire capital credited to any such patron immediately upon such terms and conditions as the Board, acting under policies of general application, and the legal representatives of such patron's estate shall agree upon; provided, however, that the financial condition of the Cooperative will not be impaired thereby.
The patrons of the Cooperative by dealing with the Cooperative, acknowledge 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's office.
DISPOSITION AND PLEDGING OF PROPERTY DISSOLUTION AND DISTRIBUTION OF SURPLUS ASSETS UPON DISSOLUTION
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SECTION 1. Disposition and Pledging of Property
The Cooperative may not sell, mortgage, lease or otherwise dispose of or encumber all or any substantial portion in excess of ten percent (10%) of its total assets unless such sale, mortgage, lease or other disposition or encumbrance is:
(a) Authorized at a meeting of the then-total members by the affirmative vote cast in person, without proxies, or at least two-thirds (2/3) of the total members of the Cooperative; and
(b) Authorized by the holders of at least seventy-five percent (75%) of the outstanding indebtedness of the Cooperative; and
(c) Proceeded by a notice of meeting at which such sale, mortgage, lease or other disposition or encumbrance is to be voted on.
Notwithstanding the foregoing provisions of this Section, the members of the Cooperative may, by the affirmative majority of votes cast in person or by proxy at any meeting of the members, delegate to the Board the power and authority:
(1) To borrow monies from any source and in any such amounts as the Board may from time to time determine are needed in pursuit of the Cooperative's business purposes; and
(2) To mortgage or otherwise pledge or encumber any and all of the Cooperative’s property or assets as security therefore; and
(3) With respect to other cooperative organizations only, to sell and lease back any of the Cooperative's property or assets.
Supplementary to the foregoing paragraphs of this Section and any other applicable provisions of law or these Bylaws, no sale, lease, lease-sale, exchange, transfer or other disposition within a single calendar year, of physical plant of the Cooperative with net value in excess of ten percent (10%) of the Cooperative's total assets, based upon the most recent audit of the Cooperative, shall be authorized except in conformity with the following:
(1) If the Board looks with favor upon any proposal for such sale, lease, lease-sale, exchange, transfer or other disposition, it shall first cause three (3) independent nonaffiliated appraisers, expert in such matters, to render their individual opinions as to the value of the Cooperative with respect to such a sale, lease, lease-sale, exchange, transfer or other disposition, and as to any other terms and conditions which should be considered. The three (3) independent appraisers shall be designated by a district court resident judge for the judicial district in which the Cooperative's headquarters are located. If such judge refuses to make such designation, they shall be made by the Board.
(2) If the Board after receiving such appraisals (and other terms and conditions which are submitted if any) determines that the proposals should be submitted for consideration by members, it shall first give by notice in appropriate publications other cooperatively organized entities an opportunity to submit competing proposals. Any interested cooperatively organized entity shall be sent copies of any proposals which the Cooperative has already received and copies of the respective reports of the three (3) appraisers. Such other interested cooperatively organized entities shall be given not less than thirty (30) days during which to submit competing proposals, and the actual minimum period within which proposals are to be submitted shall be stated in the written notice given to them.
(3) If the Board then 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 noticing a special meeting of the members thereon or, if such be the case; the next annual member meeting, expressing in detail each of any such proposals, and shall call a special meeting of the members for consideration thereof and action thereon, which meeting shall be held not less than ten (10) nor more than thirty (30) days after giving the Notice thereof to the members; provided that consideration and action by the members may be given at the next annual meeting if the Board so determines and if such annual meeting is held not less than ten (10) nor more than thirty (30) days after the giving of notice of such meeting.The provisions of (1), (2) and (3) above shall not apply to a sale, lease, lease-sale, exchange, transfer or other disposition to one or more telephone cooperatives if the substantive or actual legal effect thereof is to merge or consolidate with such other one or more telephone cooperatives.
SECTION 2. Dissolution
The Cooperative may be dissolved by filing, as hereinafter provided, a certificate which shall be entitled and endorsed "Certificate of Dissolution” of Custer Telephone Cooperative, Inc. and shall state:
(1) Name of the Cooperative.
(2) The date of filing of Certificate of Incorporation
(3) That the Cooperative elects to dissolve
(4) The name and post office address of each of its directors, and the name, title and post office address of each of its officers.
Such Certificate shall be subscribed and acknowledged in the same manner as an original Certificate of Incorporation by the president or a vice president, and the secretary or an assistant secretary, who shall make and annex an affidavit, stating that they have been authorized to execute and file such certificate by the votes cast in person of at least two-thirds (2/3) or its total membership voting without proxies and that the dissolution has been authorized by at least seventy-five percent (75%) of the holders of the indebtedness of the Cooperative.
A Certificate of Dissolution and a certified copy of copies thereof shall be filed in the same place as the original Certificate of Incorporation and thereupon the Cooperative shall be deemed to be dissolved.
Such Cooperative shall continue for the purpose of paying, satisfying and discharging any existing liabilities or obligations and collecting or liquidating its assets, and doing all other acts required to adjust and wind up its business and affairs, and may sue and be sued in its corporate name.
SECTION 3. Distribution of Surplus Assets on Dissolution
Any assets remaining after all debts and liabilities of the Cooperative shall have been paid shall be disposed of pursuant to the provisions of Article VII Section 2 above, provided however, that, 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.
SECTION 4. Unclaimed Property
Any funds held for the account of any member or former member who cannot be found shall be disposed of in accordance with the Idaho Unclaimed Property Act.
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The corporate seal of the Cooperative shall be in the form of a circle and shall have inscribed thereon the name of the Cooperative and the words "Corporate Seal, Idaho".
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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 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 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. Change in Rates
Written notice shall be given to the Administrator of REA of the United States of America not less than ninety days prior to the date upon which any proposed change in the monthly rates charged by the Cooperative for telephone service becomes effective.
SECTION 5. Fiscal Year
The fiscal year of the Cooperative shall begin on the first day of January of each year and shall end on the thirty-first day of December of the same year.
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SECTION 1. Membership in Other Organizations
The Board shall have the power to authorize the Cooperative to become a member of, participate in, or purchase stock or other ownership interest in any association, corporation, partnership, limited liability company, joint venture or other organization for the purpose of providing telecommunications services to its members or otherwise furthering the purpose of the Cooperative if the Board finds that such action will serve the interests of the members.
SECTION 2. Waiver of Notice
Any member or director may waive in writing any notice of a meeting required to be given by these bylaws. The attendance of a member or director at any meeting shall constitute a waiver of notice of such meeting by such member or director, except in case a member or director 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 3. Rules and Regulations
The Board shall have power to make and adopt such 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 4. 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 REA of the United Sates of America. The Board 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 such fiscal year. Such audit reports shall be submitted to the members at the next following annual meeting.
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These bylaws may be altered, amended or repealed by the affirmative vote of two-thirds of the members present at any regular or special meeting, provided the notice of such meeting shall have contained a copy of the proposed alteration, amendment or repeal, and provided that a quorum as provided in these bylaws be present at such meeting.