Proposed Bylaws Changes

The Board of Directors has proposed changes for the membership to consider at the March 16, 2022, annual meeting. In summary, these changes would:

Allow email or electronic voting
Establish a member Elections Committee to oversee the conduct of elections
Provide more time for sending meeting notices
Provide the Nominating Committee with additional time for the candidate nomination process
Eliminate nominations from the floor
Change the deadline for nominations by petition
Add a restriction on director candidates to prevent recent employees or close relatives of employees from serving
Specifically authorize directors to attend board meetings by phone or web conference.

The full proposed revision is shown below:

Hood River Electric Cooperative, Inc. Bylaws

Effective January 1, 2020 – Proposed additions and deletions shown in colored text.

ARTICLE I – MEMBERSHIP

SECTION 1: Requirements for Membership

Any person, firm, association, corporation, or body politic or subdivision thereof may become a Member in the Hood River Electric Cooperative (hereinafter call the “Cooperative” and also doing business as Hood River Electric & Internet Co-op, or HR Co-op) by:

(a) filing a written application for Membership therein;

(b) agreeing to purchase from the Cooperative electric energy and/or internet/ telecommunications services, hereinafter known as “Cooperative Services”, as hereinafter specified;

(c) agreeing to comply with and be bound by the Articles of Association and Bylaws of the Cooperative and Amendments thereto, and any rules and regulations adopted by the Board of Directors, and

(d) paying the Membership Fee hereinafter specified; provided; 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 of Directors or the Members. No Member may hold more than one Membership in the Cooperative, and no Membership in the Cooperative shall be transferable, except as provided in these Bylaws.

At each meeting of the Members held subsequent to the expiration of a period of six months from the date of incorporation of the Cooperative, all applications received more than ninety days prior to such meeting which have not been accepted or which have been rejected by the Board of Directors shall be submitted by the Secretary to such meeting and, subject to compliance by the applicant with the requirements hereinabove set forth, any such application may be accepted by vote of the Members. 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 Roll

Membership in the Cooperative shall be evidenced by a Membership Roll which shall be in such form and shall contain such provisions as shall be predetermined by the Board of Directors. No membership shall be enrolled for less than the membership fee fixed in these Bylaws, nor until such membership fee has been fully paid for.

SECTION 3: Joint Membership

A husband and wife, or domestic partners, may apply for a Joint Membership and, subject to their compliance with the requirements set forth in Section 1 of this Article, may be accepted for such Membership. The term “Member” as used in these Bylaws shall be deemed to include Joint Members 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 have the effect of revoking a proxy executed by any or all and of constituting a Joint Waiver of Notice of the Meeting;

(b) The vote of either separately or both jointly shall constitute one joint vote;

(d) A Waiver of Notice signed by either or both shall constitute a Joint Waiver;

(e) Notice to either shall constitute notice to all

(f) Expulsion of either shall terminate the Joint Membership;

(g) Withdrawal of either shall terminate the Joint Membership;

(h) Either but not both may be elected or appointed as an Officer or Director, provided that both meet the 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 the other proposed joint holders to comply with the Articles of Incorporation, Bylaws and Rules and Regulations adopted by the Board of Directors.

(b) Upon the death of either person who is a party to the Joint Membership, such Membership shall be held by the survivor provided, however, that the estate of the deceased shall not be released from any debts due the Cooperative.

SECTION 5: Membership and Service Connection Fees

The Membership Fee shall be $5.00 upon the payment of which a Member shall be eligible for one service connection.

SECTION 6: Purchase of Electric Energy

All electric energy used on the premises specified in the Membership application shall be purchased from the Cooperative, generated by a facility meeting statutory net metering requirements, or generated by a Member-owned or leased facility for use only on the premises. Members may not sell electric energy at retail.

Each Member shall pay to the Cooperative such minimum amount per month regardless of the amount of electric energy consumed, as shall be fixed by the Board of Directors from time to time. Each Member shall also pay all amounts owed to the Cooperative as and when the same shall become due and payable.

SECTION 7: Termination of Membership

(a) Any Member may withdraw from Membership upon compliance with such uniform terms and conditions as the Board of Directors may prescribe. The Board of Directors of the Cooperative may, by the affirmative vote of not less than two-thirds of all the Directors, expel any Member who fails to comply with any of the provisions of the Articles of Incorporation, Bylaws or Rules and Regulations adopted by the Board of Directors; but, only if such Member shall have been given written notice by the Secretary of the Cooperative that such failure makes him liable to expulsion and such failure shall have continued for at least ten days after such notice was given. Any Member so expelled may be reinstated as a Member by a vote of the Members at any Annual or Special Meeting of the Members. The action of the Members with respect to any such reinstatement shall be final.

(b) The Membership of a Member who, for a period of six (6) months after service is available to him, has not purchased Cooperative Services from the Cooperative, or of a Member who has ceased to purchase Cooperative Services from the Cooperative, shall be cancelled by Resolution of the Board of Directors.

(c) Upon the withdrawal, death, cessation of existence or expulsion of a Member, the Membership of such Member shall thereupon terminate. Termination of Membership in any manner shall not release a Member or his estate from any debts due the Cooperative.

(d) In case withdrawal or termination of Membership in any manner, the Cooperative will repay to the Member or his estate the amount of the Membership Fee paid by him provided; however, that the Cooperative shall deduct from the amount of the Membership Fee the amount of any debts or obligations owing from the Member to the Cooperative.

ARTICLE II – RIGHTS AND LIABILITIES OF MEMBERS

SECTION 1: Property Interest of Members

Members shall have no individual or separate interest in the property or assets of the Cooperative except that upon dissolution the property and assets of the Cooperative remaining after all debts and liabilities of the Cooperative are paid, shall be distributed among the Members and former Members in the proportion which the aggregate dollar patronage of each bears to the total patronage of all Members during the seven years next preceding the date of the filing of the Certificate of Dissolution, or, if the Cooperative shall not have been in existence for such period during the period of its existence.

SECTION 2: 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.

ARTICLE III – MEETINGS OF MEMBERS

SECTION 1: Annual Meeting

The Annual Meeting of the Members shall be held on any day set by the Board of Directors within the month of March, at such place in the County of Hood River, State of Oregon, as shall be designated in the Notice of the Meeting, for the purpose of electing Directors, passing upon reports for the previous fiscal year and transacting such other business as may come before the meeting. It shall be the responsibility of the Board 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 a forfeiture or dissolution of the Cooperative.

SECTION 2: Special Meetings

A Special Meeting 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 percent (10%) 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 County of Hood River, State of Oregon, specified in the Notice of the Special Meeting.

SECTION 3: Notice of Members’ Meetings

Written or printed A Nnotice 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 thirty twenty days before the date of the Meeting, either personally or by mail, either personally, by mail, or by email, by or at the direction of the Secretary, or upon a default in duty by the Secretary, by the persons calling the Meeting, to each Member. The Notice shall include:

(a) The purpose or purposes for which the Meeting is called;

(b) If a vote-by-mail election is to be held, a ballot and envelope for use in voting by mail and a notice of the deadline by which mail-in votes must be received in order to be tallied;

(c) An exact copy of every resolution to come before the membership; and

(d) Any other material as may be deemed appropriate by the Board.

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. If emailed, a Notice shall be deemed to be delivered when sent to an email address shown in the member’s records of the Cooperative. Members providing the Cooperative their email address consent to the Cooperative’s use of that address for Cooperative business including, without limitation, notice as provided in this section, until such consent is withdrawn in writing. 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 any such Meeting.

SECTION 4: Quorum

The Members of the Cooperative present in person or having cast a vote by mail or by electronic transmission shall constitute a quorum for the transaction of regular business at any duly called meeting of the Members of the Cooperative. Provided, however, that a quorum for purposes of Article X and any amendment of Article X as provided in Article XI of the Cooperative’s Articles of Association shall be ten percent of all Members of the Cooperative.

SECTION 5: Voting

Each Member 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.

Proxy Voting: Members as such shall not vote by proxy. Designated persons (who are employed by or are members of the business, corporation, school, or church, etc.) may vote on behalf of members other than natural persons as described in Article III, Section 5.

Preparation, Delivery, and Casting of Ballot: The Secretary shall cause to be prepared a ballot upon the question or questions to be voted on at any regular or special meeting of the members, including the election of directors. Ballots may be cast in person at the meeting. The Board of Directors may authorize the option of mail voting or electronic voting, or both, for any Annual or Special Member meeting should the Board determine either or both options to be in the best interest of the Membership.

Casting a Ballot by Mail: For mailed ballots, the ballot shall be enclosed by such member in a provided return envelope authenticated by the member’s signature. Ballots must be received at least forty-eight (48) hours prior to the meeting. A vote so cast shall be counted as if the member were present and voting in person.

Casting a Ballot Electronically: A ballot cast electronically must be received by the Secretary at least forty-eight (48) hours prior to the meeting. Such electronic transmissions are considered sent and received on the date and time received by the Cooperative and must be set forth or submitted with information from which it can be determined that the electronic transmission was authorized by member. A vote so cast shall be counted as if the member were present and voting in person.

Election Committee: The Board of Directors shall appoint a committee of three members to oversee the conduct of the election. Such committee shall tally the ballots cast by mail or electronically or receive a report of showing the tally from a third-party service. The committee shall also tally the votes made in person at a meeting and prepare a report showing the number of ballots received through each method of submission, and the total results of the vote(s) taken. Such report shall be provided to the Secretary for presentation to the membership.

SECTION 6: 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 essentially as follows:

Report as to the number of Members are present in person and the number of Members who voted by mail or electronically 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 the 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.
Election of Directors.
Unfinished business.
New business.
Adjournment.

ARTICLE IV – DIRECTORS

SECTION 1: General Powers

The business and affairs of the Cooperative shall be managed by a Board of nine 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

Of the four Directors elected at the Annual Meeting for 1954 (February 23, 1954), the three Directors who received the highest number of votes (Arvo A. Hukari, Frank C. Dethman and W. J. Bryan) shall hold office for three years (until the Annual Meeting in 1957) and the one Director who received the lowest number of votes (Willard E. Jensen) shall hold office for two years (until the Annual Meeting of 1956). At the Annual meeting in 1955, five Directors shall be elected. The three receiving the highest number of votes shall hold office for three years and the other two shall hold office for one year; and, thereafter, at each Annual Meeting three Directors shall be elected for terms of three years each. At all elections, Directors may be elected by a plurality vote of those Members present, and the voting shall be by secret ballot. If an election of the Directors shall not be held on the day designated herein for the Annual Meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a Special Meeting of the Members as soon thereafter as conveniently may be. Directors shall hold office until their successors have been elected and qualified and have entered upon the discharge of their duties.

SECTION 3: Qualifications

No person shall be eligible to become or remain a Director in the Cooperative who:

(a) is not a Member in good standing 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 Cooperative Services or supplies to the Cooperative, or a business primarily engaged in selling electrical or plumbing appliances, fixtures or supplies to the Members of the Cooperative.

(c) is currently employed by the Cooperative, has been so employed within the previous five (5) years, or is a close relative of such employee.

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 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

Nominating Committee: It shall be the duty of the Board of Directors to appoint, not less than thirty days nor more than one hundred twenty ninety 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 nor more than eleven Members who shall be selected from different sections so as to ensure 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 days before the meeting a list of nominations for nominate candidates for Director positions Directors which may include a greater number of candidates than are to be elected. Committee members may attend committee meetings in person, by phone, or by web conference.

Nomination by Petition: Any fifteen or more Members acting together may make other nominations by petition not less than fifteen thirty five 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.

Announcement of Candidates: The Secretary shall mail with the Notice of the Meeting or separately, but at least seven 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 and also the nominations made by petition, if any. Such statement shall also be posted at the Cooperative’s principal office and on the Cooperative’s website on or before the date of the mailing, and until the election is complete.

Nominations from the Floor: The Chairman shall invite additional nominations from the floor and nominations shall not be closed until at least one minute has passed during which no additional nominations have been made. No Member may nominate more than one candidate.

SECTION 5: Removal of Directors by Members

Any Member may bring charges against a Director and, by filing with the Secretary such charges in writing together with a petition signed by at 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 days prior to the Meeting of the Members at which time 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 and 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.

SECTION 6: Vacancies

Subject to the provisions of these Bylaws with respect to filling of 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 7: Compensation

Directors shall not receive any salary for their services as Directors, except that by Resolution of the Board of Directors the Cooperative may provide a fair remuneration for the time actually spent by its officers and Directors in its service and for any and all out-of-pocket expenses. 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.

ARTICLE V – MEETINGS OF DIRECTORS

SECTION 1: Regular Meetings

A Regular Meeting of the Board of Directors shall be held monthly at such time and place in Hood River County, Oregon, as designated by the Board of Directors. Such regular monthly meetings may be held without notice other than such Resolution fixing the time and place thereof. A Regular Meeting of the Board of Directors may be held without notice, immediately after, and at the same place as, the Annual Meeting of the Members.

SECTION 2: Special Meetings

Special Meetings of the Board of Directors may be called by the President or by any three Directors, and it shall be thereupon 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 Hood River, County of Hood River, Oregon) 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 either personally, by mail, fax, or email, by or at the direction of the Secretary, or upon a default 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, at least five (5) days before the date set for the meeting. Notice by fax, email, or personal delivery shall be provided at least 24 hours prior to the meeting.

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. Directors may be deemed present if they appear by telephone or web conference.

ARTICLE VI – OFFICERS

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 the Board of Directors 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 of Directors at the Meeting of the Board of Directors 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 of Directors following the next succeeding meeting of the Members or until his successor shall have been elected and shall have qualified. A vacancy in any office shall be filled by the Board of Directors for the unexpired portion of the term.

SECTION 3: Removal of Officers and Agent by Directors

Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgement the best interests of the Cooperative will be served thereby; provided, that the Board of Directors may contract for the services of employees for any period not to exceed two years, and for longer periods if authorized by a plurality vote of the Members present at an Annual or Special Meeting. In addition, any Member of the Cooperative may bring charges against an officer, and by filing with the Secretary such charges in writing together with a petition signed by ten per centum of the Members, may request the removal of such Officer. The Officer against whom the charges have been brought shall be informed in writing of the charges at least ten days prior to the Board Meeting at which the charges are to be considered and shall have an opportunity at the Meeting to be heard in person or by counsel and to present evidence in respect of the charges; and the person or persons bringing the charges against him 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 of Directors, shall preside at all Meetings of the Members and the Board of Directors;

(b) sign, with the Secretary, Certificates of Membership, the issue of which shall have been authorized by the Board of Directors or the Members, and may sign any 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 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 the President and such other duties as may be prescribed by the Board of Directors 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 of Directors.

SECTION 6: Secretary

The Secretary shall:

(a) keep the Minutes of the Meeting of the Members and of the Board of Directors in one of 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 of Directors 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, make available at the request of any Member a copy of the Bylaws and of all amendments thereto to each Member, and

(h) in general, perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board of Directors.

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 monies due and payable to the Cooperative and for the deposit of all such monies in the name of the Cooperative and 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 of Directors.

SECTION 8: Manager

The Board of Directors 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 of Directors may from time to time vest in him.

SECTION 9: Bonds and Insurance

The Treasurer and any other officer or agent of the Cooperative charged with responsibility for the custody of any of its funds or property shall be bonded or covered by insurance in such sum and with such surety as the Board of Directors shall determine. The Board at its discretion may also require any other officer, agent, or employee of the Cooperative to be bonded or insured in such amount and with such surety as the Board shall determine. The Board of Directors shall provide for the adequate insurance of the property of the Cooperative, or property which may be in the possession of the Cooperative, or stored by it, and not otherwise adequately insured, and in addition adequate insurance covering liability for accidents to all employees and the public.

SECTION 10: Compensation

The powers, duties and compensation of officers, agents and employees shall be fixed by the Board of Directors, 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.

SECTION 12: Indemnification

Each director, officer, employee or agent of the Hood River Electric Cooperative now or hereafter serving as such, shall be indemnified by the Cooperative against any and all claims and liabilities including reasonable settlements to which he has or shall be come subject by reason of serving or having served in such capacity, or by reason of any action alleged to have been taken, omitted, or neglected by him as such director, officer, employee or agent; and, the Cooperative shall reimburse each such person for all legal expenses reasonably incurred by him in connection with any such claim or liability, provided, however, that no such person shall be indemnified against, or be reimbursed for any expense incurred in connection with, any claim or liability arising out of his own willful misconduct or gross negligence.

(a) Any questions as to the above rights and responsibilities shall be finally resolved by Directors not a party to the claim, the shareholders or an opinion by independent counsel.

(b) The Cooperative shall have power to purchase insurance covering such liability and expense, whether or not it could have power to indemnify such director, officer, employee or agent under law, contract or by this Bylaw.

(c) It is intended reasonable advances may be made on such indemnity, and that the burden of proof of lack of entitlement be on the objector, if any part of these provisions should be held ineffective, this shall not affect the balance, and in no case shall indemnification be less than provided or permitted to the full extent of the law.

(d) Indemnification of directors, officers, employees and agents shall be as provided in Oregon Revised Statutes, Chapters 61.205 and 61.215.

ARTICLE VII – NONPROFIT OPERATION

SECTION 1: Nonprofit Operation – 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 Cooperative Services

In the furnishing of Cooperative Services, the Cooperative’s operations shall be so conducted that all patrons, members and non-members alike, will furnish capital for the Cooperative through their patronage. 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 accounts received and receivable from the furnishing of Cooperative Services in excess of operating costs and expenses properly chargeable against the furnishing of such 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.

SECTION 3: Allocation of Patronage

The Cooperative shall maintain a separate patronage account for each Cooperative Service received by each patron.

For the furnishing of each separate Cooperative Service, the Cooperative is obligated to pay by credits to a capital account for each patron who receives such service all such amounts in excess of operating costs and expenses, in proportion to the quantity or value of the Cooperative Service used by the patron, relative to the total quantity or value of the Cooperative Service provided by the Cooperative to all patrons. 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 related Cooperative Service capital account of each patron.

The Cooperative shall within a reasonable time after the close of the end of the fiscal year notify each patron of the amount of capital credits so credited to his or her or its Cooperative Service patronage account or accounts. The term “capital credits” means the amount allocated to a patron and contributed by a patron to the Cooperative as capital. All capital credits credited to the capital account of any patron shall have the same status as though they had been paid to the patron in cash pursuant to a legal obligation to do so and the patron had then furnished the Cooperative corresponding amounts of capital.

All other amounts received by the Cooperative from the furnishing of Cooperative Services 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, be allocated to its patrons on a patronage basis in any manner allowed by law and any amount so allocated shall be included as part of the capital credits credited to the accounts of patrons, as herein provided. In computing the credit for a patron, the type of patronage involved and its contribution to the margin of financial return for the period concerned shall be considered. Consistent with law, the allocation of capital credits is within the discretion of the Board and the Board must determine the manner, method, and timing of allocating capital credits. The Cooperative may use or invest unretired capital credits as determined by the Board.

SECTION 4: Dissolution or Liquidation

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 pro rata basis before any payments are made on account of property rights to members. 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 patron’s accounts may be retired in full or in part.

SECTION 5: Patronage Capital Retirements

The Board of Directors shall determine the method, basis priority and order of retirement, if any, for all amounts previously or hereafter furnished as capital and credited presently or hereafter to the account of patron, provided that all patrons similarly situated shall be treated equally and in proportion to their patronage as related to the specific retirement which the board determines to make. Until declared payable, paid and received by a patron, any credited capital remains the property of the Cooperative as such. Without limiting the foregoing, such capital may be retired on a discounted basis. The discount rate and period shall be reasonably determined by the board of directors. Should the board determine that it is in the best interest of the membership as a whole, the discounted payment may be made by way of credit against the patron’s billing or billings for electrical services following the retirement determination. The retirement may also be used for recoupment of, to set off, or offset any amounts otherwise owed the Cooperative by a current or former patron.

Capital credit to the account of each patron shall be assigned only on the books of the Cooperative pursuant to written instruction 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 the policies of general application, shall determine otherwise. In the event that a non- member patron shall elect to become a member of the Cooperative the capital credited to the account of such non-member patron may be applied by the Cooperative toward the payment of a membership fee on behalf of such non-member patron.

SECTION 6: Death of a Patron

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 who was a natural person, if the legal representatives of the estate shall request in writing that the capital credited to any such patron be retired prior to the time such capital would 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.

ARTICLE VIII – DISPOSITION OF PROPERTY

The Board of Directors of the Cooperative shall have full power and authority, when authorized by a plurality vote of the members present at any Annual or Special Meeting, to authorize the execution and delivery of revenue bonds, and as security for the payment of principal and interest thereon, to pledge any part of the Cooperative’s operating revenues that remain after paying all expenses of operation and maintenance including taxes. For the purpose of financing the construction, purchase or acquisition of property or to accomplish any and all the purposes of the Cooperative, the Board of Directors may encumber, pledge or mortgage property or assets of the Cooperative as may be required to secure such financing.

ARTICLE IX – SEAL

The Cooperative 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, State of Oregon”.

ARTICLE X – FINANCIAL TRANSACTIONS

SECTION 1: Contracts

Except as otherwise provided in these Bylaws, the Board of Directors 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 of Directors.

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 of Directors may select.

SECTION 4: Fiscal Year

The fiscal year of the Cooperative shall begin on the first (1st) day of January of each year and shall end on the thirty-first (31st) day of December of the same year.

ARTICLE XI – MISCELLANEOUS

SECTION 1: Membership in Other Organizations

The Cooperative shall not become a member of or purchase stock in any other organization without an affirmative vote of the Members at a duly held meeting, the notice of which shall specify that action is to be taken upon such proposed membership or stock purchase; provided, however, that the Cooperative may, upon authorization of the Board of Directors, purchase stock in or become a member of any corporation organized on a non-profit basis for the purpose of engaging in or furthering the cause of rural electrification or internet/telecommunications services.

SECTION 2: Waiver of Notice

Any Member or Director may waive in writing any Notice of a Meeting required to be given by the 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 of Directors shall have the 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 of Directors shall cause to be established and maintained a complete accounting system subject to applicable laws and rules and regulations. The books of the Cooperative may be examined by a committee of the Board of Directors or such other committee to be appointed by the Board of Directors, which shall render reports to the Board of Directors as directed by 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 such fiscal year. Such audit reports shall be submitted to the Members at the next following Annual Meeting.