Bylaws for Citizens Energy Cooperative of
ARTICLE I: MEMBERSHIP
SECTION 1.01 Membership Eligibility. Any person (“Person”), firm, association, corporation, limited liability company, business trust, partnership, federal or state agency or political subdivision thereof, or any body politic (“Firm”) shall be eligible to become a member of Citizens Energy Cooperative of Wisconsin (the “Cooperative”), provided such Person or Firm, as required or allowed by Applicable Law, uses, receives, or purchases any service, product, commodity, equipment, or facility from or through the Cooperative. No Person or Firm may hold more than one (1) Cooperative membership. Unless required by Applicable Law, no cooperative membership, and no right or privilege associated with Cooperative membership, may be sold, purchased, assigned, or otherwise transferred. The board shall have sole discretion to determine membership, even if these criteria are met.
SECTION 1.02 Membership Types. a) There are “contribution members” who will pay the cooperative to “receive” services: the production and sale of renewable energy on their behalf; b) there are “end user members” who will host CEC renewable energy production facilities and purchase the energy produced by those facilities. These types of memberships are not exclusive and an end user member can also be a contributing member. End user members do not receive patronage on money spent buying renewable energy from the Cooperative, only on money spent for energy production.
SECTION 1.03 Application Procedure. Any Person or Firm seeking to become a member of the Cooperative (“applicant”) must complete a written application for membership on a form provided by the Cooperative for that purpose, agreeing to comply with all (i) Applicable Law, (ii) Cooperative Governance Documents and (iii) Cooperative Agreements and Contracts. Each applicant shall also agree to pay the Cooperative (i) for all Cooperative Services used, received, or purchased by the member at prices or rates determined by the Board, and in a manner specified by the Cooperative; (ii) all dues, assessments, fees, deposits, contributions, or other amounts required by the Bylaws, the Board or by Applicable Law: and (iii) unless waived in writing by the Board, or waived pursuant to Board policy generally applicable to all applicants, pay the Cooperative any outstanding amounts owed the Cooperative by the applicant. Each applicant shall agree further to complete any additional or supplemental document or contract required by the Board for the Cooperative Services which the applicant is seeking to use, receive, or purchase.
(a) “Applicable Law” shall include without limitation all applicable: (i) legislative, executive, administrative, and judicial statute, case law, regulation, ordinance, ruling, or order, (ii) local, state, and federal statute, case law, regulation, ordinance, ruling, or order, (iii) contractual provisions legally enforceable by, or against, the Cooperative, (iv) legally binding contracts between the Cooperative and the applicant member, and (v) the cooperative’s Articles of Incorporation, these bylaws, the cooperative’s service rules and regulations, rates, price schedules and any policy, resolution, action or amendment adopted by the cooperative’s board of directors or membership.
(b) “Governance Documents” shall include without limitation the Cooperative’s Articles of Incorporation, its bylaws, its service rules and regulations, its rate or price schedules, and any policy, resolution, action, or amendment adopted by the Cooperative’s Board or membership – as any of these materials currently exist, or may later by amended.
(c) “Cooperative Agreements” shall include without limitation all agreements regarding (i) the Cooperative and its operation, its Assets, members and Patrons and (ii) the provision, use, receipt, and purchase of Cooperative services.
SECTION 1.04 Automatic Membership. Unless the Board determines otherwise as provided in these Bylaws, upon completing the Membership Procedure to the Cooperative’s satisfaction an applicant shall automatically become a member of the Cooperative (“member”) effective the date the applicant signed the membership application. The Cooperative may issue membership certificates to each member in a manner, method, and form determined by the Board. The Board, in its issuance of membership certificates, may create multiple classes of membership certificate such as a student membership. The Board may refuse any applicant membership in the Cooperative for good cause as determined by the Board. If the Board refuses membership to any applicant, then the Cooperative shall return to the applicant any amounts paid to the Cooperative by the applicant as part of the Membership Procedure, other than amounts paid for using, receiving, or purchasing any Cooperative service, any outstanding amounts previously owed the Cooperative, and any associated interest or late payment charges.
SECTION 1.05 Joint Memberships. (a) Any two (2) persons may apply for joint membership in the Cooperative (“joint membership”) by jointly signing and executing a joint membership application. Upon written request and completion of a joint membership application, any member may apply to convert that member’s individual membership to a joint membership with any other person. Unless denied membership as provided herein and unless otherwise specified by the Bylaws, each person comprising a joint membership (“joint member”) has and may enjoy all the rights, benefits and privileges and is subject to all of the obligations, requirements and liabilities of being a member. As used in the Bylaws, and unless otherwise provided in these Bylaws, membership includes any joint membership and member includes any joint member.
(a) For each joint membership:
1. Notice of any meeting provided to either joint member, or waiver of notice of any meeting signed by either joint member, shall constitute notice or waiver of notice for both joint members comprising the joint membership.
2. The presence of either joint member at any meeting shall constitute the presence of one (1) member at the meeting and waive notice of the meeting for both joint members comprising the joint membership.
3. If only one (1) joint member votes on any matter, the vote binds the joint membership and constitutes only one (1) vote. If both joint members vote on any matter, each such vote shall constitute a one-half (1/2) vote.
4. Except upon death of a joint member the suspension or termination of either joint member shall constitute the suspension or termination of both joint members.
5. A joint member otherwise qualified is eligible to serve as a member of the Board.
(b) Upon death of a joint member:
1. If one (1) joint member continues to live, then the joint membership shall convert to a membership in the name of that memberprovided that the estate of the deceased joint member shall not be released from any debts due the Cooperative.
SECTION 1.06 Provision of Cooperative Services. The Cooperative shall provide Cooperative services to members in a reasonable manner. However, the Cooperative neither guarantees nor warrants continuous or flawless provision of Cooperative services.
SECTION 1.07 Purchase of Cooperative Services. As required or allowed by Applicable Law, and unless otherwise specified in writing by the Board, each member shall use, receive, or purchase Cooperative Services from the Cooperative. Each member shall comply with, and abide by, any policy, program, rule, procedure or other determination promulgated by the Board regarding the provision of Cooperative services to its members.
SECTION 1.08 Interest and late payment fees. As determined by the Board, members shall pay interest, compounded periodically, and late payment fees for all amounts owed, but not timely paid, to the Cooperative. Notwithstanding the Cooperative’s accounting procedures the Cooperative may apply all amounts paid by any member to all of the member’s accounts on a pro rata basis, or as otherwise determined by the Board.
SECTION 1.09 Maintenance of End User Member Location. Each end user member shall maintain every dwelling or structure owned, controlled, or directly occupied by the member, and at which the Cooperative provides any Cooperative services.
SECTION 1.10 End User Member Grant of Property Rights. Upon request from and without charge to the Cooperative, each end user member shall provide the Cooperative safe and reliable access to, and use of, any portion of personal or real property owned by the Cooperative.
Each member requesting new or additional services from the Cooperative shall, upon request by the Cooperative, execute and deliver to the Cooperative such written right-of-way, license, or other similar property interest in any real or personal property owned by that member as may be required by the Cooperative in order (A) to purchase, install, construct, inspect, monitor, operate, repair, maintain, remove, or relocate any Cooperative equipment or (B) to provide, monitor, measure, or maintain any Cooperative service provided to that member.
No member shall tamper or interfere with, damage, or impair any Cooperative equipment. Each member shall protect, and shall install, implement, and maintain any protective device or procedure reasonably required by the Cooperative to protect Cooperative equipment
SECTION 1.11 Indemnification. As requested by the Board, each member shall indemnify and hold harmless the Cooperative from any expenses, costs, liabilities, or damages, including reasonable attorney fees and legal expenses, incurred by the Cooperative, or by any Cooperative director, officer, employee, agent, representative, or contractor, because of any property damage, personal injury, or death resulting from the member’s negligence or failure to comply with the Governance Documents.
ARTICLE II: TERMINATION OF MEMBERSHIP
SECTION 2.01 Termination of Members. After providing the member reasonable notice and an opportunity to comment orally or in writing, the Cooperative may terminate provision of any Cooperative Services to any member. Upon (i) determining that a member has tampered or interfered with, damaged, or impaired any product, equipment, structure, or facility furnished or used by the Cooperative to provide, monitor, measure, or maintain any cooperative service; (ii) discovering the unsafe condition of any Cooperative equipment; or (iii) discovering any imminent hazard or danger posed by any Cooperative equipment, then, without providing the member notice or an opportunity to comment, the Cooperative may terminate the provision of Cooperative services to the member.
SECTION 2.02 Termination Reasons. The Cooperative may terminate a member if the member (i) fails to pay timely any amounts due the Cooperative; (ii) fails to comply timely with the Governance Documents; (iii) dies, legally dissolves, or legally ceases to exist; or (iv) for other good cause as determined by the Board (any one or more of which is hereinafter referred to as a “Suspension Reason”).
SECTION 2.03 Notice and Comment. Following the occurrence of a Termination Reason any member shall be terminated, provided the Cooperative (i) provides the member at least fifteen (15) days prior written notice of the member’s possible termination, the underlying Termination Reason, and that the member has at least five (5) days from delivery of such notice to comment, orally or in writing, on the Termination Reason. Any written termination notice provided by mail must be mailed first-class or certified mail to the member’s most current address shown on the Membership List.
(a) Unless otherwise determined by the Board, a joint-member continuing to use, receive, or purchase a Cooperative service is not automatically terminated upon the death of any partner, or following an other alteration in the partnership. A partner leaving a joint-membership remains liable to the Cooperative for any amounts owed to the Cooperative by the joint-membership at the time of the partner’s departure.
SECTION 2.04 Effect of Member Termination Upon Cooperative. Upon termination of a member, the Cooperative’s duties, obligations, and liabilities imposed by the Bylaws for the member shall terminate and the Cooperative may cease providing any Cooperative service to the member.
SECTION 2.05 Effect of Member Termination Upon Member. Upon termination, a member shall forfeit and relinquish all rights provided in the Governance Documents, including the right to vote at any meeting of the members; however, a terminated member shall remain subject to all member obligations imposed by the Governance Documents.
SECTION 2.06 Member Termination. The termination of membership shall upon approval by the Board. However, such termination shall not release the member from any debts, liabilities, or obligations owed the Cooperative.
SECTION 2.07 Membership List. The Cooperative shall maintain a record of current members in a form permitting the Cooperative to alphabetically list the names and addresses of all members (“Membership List”). To enable the cooperative to keep accurate membership and financial records, and for other membership purposes, it shall be the duty of each member to inform the cooperative of the member’s permanent legal residence or other mailing address, and any change in this information.
(a) Cooperative records are not “public records” and members must follow procedures to gain access, subject to approval by the board. These records shall not be sold, given or traded to any other organization, business or individual.
SECTION 2.08 Member Liability. Generally, a member is not liable for the Cooperative’s acts, debts, liabilities, or obligations; however, a member may become liable to the Cooperative as provided in the Bylaws or as otherwise agreed to by the Cooperative and the member.
SECTION 2.09 Property Interest of Members. Upon dissolution and after
(a) All debts and liabilities of the cooperative shall have been paid, and
(b) Except as otherwise provided in these bylaws, all capital furnished through patronage shall have been retired as provided in the bylaws, then the remaining property and assets of the cooperative shall be distributed among the members and former members in the proportion which the aggregated patronage of each bears to the total patronage of all members during the ten calendar years next preceding the date of filing of the certificate of dissolution, subject to and in accordance with such classifications of business as may have been employed in allocating patronage capital to such members during said ten-year period. In making this distribution, patronage for each year shall be adjusted to reflect the changes in the Consumer Price Index, if any, between the year the patronage occurred and the date of distribution.
ARTICLE III: MEETING OF MEMBERS
SECTION 3.01 Annual Meetings. The annual meeting of the members shall be held during the month of February on a date and at a site to be established by the Board from time to time. Failure to hold the annual meeting at the designated time and place shall not work a forfeiture or dissolution of the Cooperative.
SECTION 3.02 Special Meetings. A special meeting of the members may be called by the Board, or by petition signed by not less than ten percent (10%) of all the members, and thereupon it shall be the duty of the Secretary to cause notice of such meeting to be given as hereinafter provided in Section 3.03. Special meetings shall be held at such location as may be determined by the Board from time to time, on such date, not sooner than forty (40) days after the call for such meeting is made or a petition is filed, and beginning at such hour as shall be designated by those calling or petitioning for the same.
SECTION 3.03 Notice of Member Meetings. Written or printed notice of the place, day
and hour of the meeting and, in the case of a special meeting or of an annual
meeting at which business requiring special notice is to be transacted, the
purpose or purposes of the meeting shall be delivered to each member no less
than ten (10) days nor more than sixty (60) days prior to the date of the
meeting, either personally, by email or mail, by or at the direction of the
President or the Secretary (and, in the case of a special meeting, at the
direction of the person or persons calling the meeting). Any such notice delivered by mail may be
included with member service billings or as an integral part of or with the
Cooperative’s monthly newsletter and/or its monthly insert, or through
the use of e-mail. If mailed, such
notice shall be deemed to be delivered when deposited in the
SECTION 3.04 Attendance as Waiver of Notice. The attendance in person of a member at any meeting of the members shall constitute a waiver of notice of such meeting unless such attendance shall be for the express purpose of objecting to the transaction of any business, or one or more items of business, on the ground that the meeting shall not have been lawfully called or convened. Any member attending any meeting for the purpose of making such objection shall notify the Secretary prior to or at the beginning of the meeting of his objection.
SECTION 3.05 Quorum. Subject only to provisions of Section 4.09(e) below, ten percent (10%) of the first 100 members plus five percent (5%) of additional members of the Cooperative present in person or represented by absentee mail ballot as submitted in accordance with these Bylaws, shall constitute a quorum of the members, provided that if less than that amount of the total number of members are present or represented by absentee mail ballot at said meeting, a majority of the members so present may adjourn the meeting to another time and date not less than forty (40) days later and to any place in one of the counties in Wisconsin within which the Cooperative serves; provided that the Secretary shall direct that any absent members be notified of the time, date, and place of such adjourned meeting by delivering notice thereof as provided in Section 3.03. At all meeting of the members, whether a quorum is present or not, the Secretary shall be responsible for annexing to the meeting minutes, or incorporate therein by reference, a list of those members who were registered as present in person and by voting by absentee mail ballot.
SECTION 3.06 Presiding Officer. The President of the Cooperative, or any officer designated by the President, may preside over the annual meeting.
SECTION 3.07 Items on Agenda. If, at any annual meeting of the Cooperative, any member requests new business be taken up at said meeting, there may be a discussion of the new business; however, no matter that would require a membership vote may be taken up or voted on at an annual meeting unless advance notice in writing has been given to the Board so as to give the Board sufficient time to notify the members of the Cooperative as required by Section 3.03 above that such matter would be discussed and submitted to a vote of the membership at said annual meeting. The membership of the Cooperative may require the Board to place an item on the agenda for vote at the next annual meeting by (i) presenting to the Cooperative at least ninety (90) days prior thereto a petition signed by at least five percent (5%) of the membership or (ii) by the affirmative vote of a majority of the membership present in person at an annual meeting if at least three percent (3%) are present in person.
SECTION 3.08 Voting by Absentee Mail Ballot. In connection with any matter of business of the Cooperative, including the election of directors, the Board may cause written or printed ballots to be prepared and mailed or emailed to the members for their action. Ballots so mailed shall list each issue or question submitted and, if directors are to be elected, list the names of person(s) nominated for directors, including a blank space for write-in directors, and each ballot shall contain and provide a place where the member may indicate his vote. Each member shall be instructed that his ballot must be received by at the office of the Cooperative five (5) days before the date of the meeting. If voting by mail or email, each ballot shall be mailed or emailed by the member casting the ballot in such manner as determined by the Board so as to preserve the integrity of the ballot, and may be transmitted by United States mail to the principal office of the Cooperative, postage prepaid, or delivered in person in a sealed envelope. The envelops containing the ballots so cast may be opened by the duly appointed counters on the day of the annual or special meeting, at which time the ballots shall be counted by the counters. The results shall be announced by the counters at the annual or special meeting after all ballots have been cast and counted.
ARTICLE IV: DIRECTORS
SECTION 4.01 Number and General Powers. The business and affairs of the Cooperative shall be managed by a Board of seven (7) Directors. The Board shall exercise all of the powers of the Cooperative except such as are by Applicable Law, the Cooperative’s Articles of Incorporation or these Bylaws conferred upon or reserved to the members.
SECTION 4.02 Qualifications. No person shall be eligible to become or remain a director of the Cooperative unless such person: (i) is at least 21 years of age; (ii) has been a Cooperative member in good standing for the previous twelve months. Nothing in this Section 4.02 shall, or shall be construed to, affect in any manner whatsoever the validity of any action taken at any meeting of the Board.
SECTION 4.03 Election. At each annual meeting of the members, directors shall be elected by secret written ballot by the members. The election of a director shall be decided by a plurality of the members voting thereon. Drawing by lot shall resolve, where necessary, any tie vote.
SECTION 4.04 Tenure. Beginning with the second annual meeting of the Cooperative, and except as otherwise provided in the Articles of Consolidation of the Cooperative, Directors shall be so nominated and elected that two (2) directors shall be elected for three-year terms at an annual member meeting; three (3) directors shall be elected for three-year terms of the next succeeding annual member meeting; and three (3) directors shall be elected for three-year terms at the next succeeding meeting, and those elected shall serve until their terms expire or until their successors shall have been elected and shall have qualified, subject to the provisions of the Bylaws with respect to the removal of directors. If for any reason an election of directors shall not be held at an annual meeting of the members duly fixed and called pursuant to the Bylaws, such election may be held at a duly called and subsequently held special meeting or at the next annual meeting of the members. Failure to hold an election for a given year shall allow the incumbents whose directorship would have been voted on to hold over only until the next member meeting at which a quorum is present.
SECTIO 4.05 Nominations. In the month of October following the first annual meeting and each October thereafter, the Board shall appoint a Committee on Nominations, consisting of five (5) members. Members of the Committee on Nominations shall be neither (i) current Cooperative employees, agents, officers, directors of known candidates for director nor (ii) members of the same household of such current employees, agents, officers, directors or known candidates for director. The Committee shall prepare and post at the principal office of the Cooperative at least sixty (60) days prior to the meeting a list of nominations for directors to be elected. Any five percent (5%) or more of the members of the Cooperative, acting together, may make additional nominations in writing over their signatures, listing their nominee(s) in like manner, such petition for nomination to be delivered to the General Manage at the Cooperative’s headquarters, not less than forty-five (45) days prior to the meeting. The General Manager shall have full authority to validate such petition by verifying that at least five percent (5%) of the members of the Cooperative have signed it. Once such petition has been validated, and any such nominees are qualified to stand for election, 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 to the members with the notice of the meeting, or separately, but at least ten (10) days prior to the date of the meeting, a statement of the names and addresses of all qualified nominees from which one or more directors must be elected, showing clearly those nominated by the Committee and those nominated by petition, if any. The chairman at such meeting, after all nominations so made have been duly announced, shall call for additional nominations from the floor. Following the announcement of any additional candidates, each nominee, or the nominee’s chosen spokesperson, shall be allotted three (3) minutes in which to address the members at the annual meeting regarding the nominee’s nomination. Notwithstanding the provisions contained in this Section, failure to comply with any of such provisions shall not affect in any manner whatsoever the validity of any action taken by the Board after the election of directors.
SECTION 4.06 Voting for Directors; Validity of Board Action. Each member shall be entitled to cast one (1) vote for each position for which a director is to be elected. Ballots marked in violation of the foregoing restriction shall be invalid and shall not be counted. Notwithstanding the provisions contained in the Section, failure to comply with any of such provisions shall not affect in any manner whatsoever the validity of any action taken by the Board after the election of directors.
SECTION 4.07 Removal of Directors by Members.
(a) Any member may bring one or more charges against any one or more directors and may request the removal of such director(s) for cause by filing with the Secretary such charge(s) in writing together with a petition signed by not less than five percent (5%) of the total membership of the Cooperative.
(b) The petition shall call for a special meeting of the members for the sole purpose of hearing and acting on such charges. Each page of the petition shall state the name(s) and address(es) of the member(s) filing such charge(s), a verbatim statement of such charge(s) and the name(s) of the director(s) against whom such charge(s) are being made. The petition shall be signed by each member in the same name as that member is billed by the Cooperative and shall state the signatory’s address as the same appears on such billings.
(c) The Notice of any meeting so called shall state the purpose of the meeting, a verbatim statement of the charge(s), the name(s) of the director(s) so charged, and the name(s) of the member(s) filing the charge(s). Notice shall be delivered to the member not less than ten (10) days prior to the member meeting, at which meeting the matter will be acted upon.
(d) Directors so charged shall be fully informed in writing of the charges after they have been validly filed and at least twenty (20) days prior to the meeting of the members at which the charge(s) are to be considered.
(e) The President of the Cooperative shall preside at any meeting called for the purpose of considering for-cause removal of one or more directors. Notwithstanding any other provisions hereof to the contrary, no action may be taken at any such meeting unless ten percent (10%) of the first 100 members and five percent (5%) of the remaining members of the Cooperative are present in person at the meeting, which number shall constitute a quorum [at] any meeting of the members called for the purpose of for-cause removal of a director of the Cooperative.
(f) At any such meeting at which there is a quorum, the member(s) bringing the charge(s) shall be heard first and shall have the obligation to present evidence in support of the charges brought. Such member(s) may call such witnesses as may be required and may be represented by counsel. Each charged director shall have the right to present evidence to refute the charge(s) brought, and may call witnesses, be heard in person or through counsel.
(g) Provided the directors not charged with removal find by a majority vote that at least some evidence has been duly presented at the meeting through oral statements, documents or otherwise in support of the charge to remove a director, the question of the removal of such director shall be considered and voted upon by the members present at such meeting. If more than one director is charged for removal, the member vote in regard to the removal of the director shall be taken separately for each director. Any Director charged with removal shall be removed immediately upon the affirmative vote for removal by a majority of the members present at the meeting.
(h) Any vacancy created by such removal shall be filled by appointment of the directors in accordance with the provision of Section 4.09 below.
(i) For the purposes of the removal of directors, “cause” shall mean any one or more of the following: (i) an admission of guilt or a conviction of a Director by a court of competent jurisdiction for the commission of (A) a felony or (B) a misdemeanor involving moral turpitude; (ii) an act of fraud or embezzlement or material dishonesty by a Director against Cooperative; (iii) excessive unexcused absenteeism from director’s meeting not related to disability; or (iv) failure to disclose and abstain from voting on any matter of a director’s material conflict of interest with the interests of the cooperative.
SECTION 4.08 Removal of a Director by the Board. The Board shall have the authority to remove from the Board any director not meeting the requirements of Section 4.02 above.
SECTION 4.09 Vacancies. A vacancy occurring on the Board shall be filled by Board appointment. A director appointed by the Board shall serve out the unexpired term of the director whose office was originally vacated and until a successor is elected and qualified.
SECTION 4.10 Compensation: Expenses. Directors shall receive such reasonable compensation and benefits as may be determined by resolution of the Board from time to time.
SECTION 4.11 Accounting System and Reports. The Board shall cause to be established and maintained a complete accounting system of the Cooperative’s financial operations and condition, 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. A full and accurate summary of such audit reports shall be submitted to the members at or prior to the succeeding annual meeting of the members. The Board may authorize special audits, complete or partial, at any time and for any specified period of time.
SECTION 4.12 Effect of Amendment. No amendment, modification or repeal of this Article IV or any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Director or officer of the Cooperative to be indemnified by the Cooperative, nor the obligation of the Cooperative to indemnify any such Director or officer, under and in accordance with the provisions of the Article as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.
ARTICLE V: MEETINGS OF DIRECTORS
SECTION 5.01 Regular Meetings. A regular meeting of the Board shall be held, without notice, immediately after the adjournment of the annual meeting of the members, or as soon thereafter as conveniently may be, at such site as designated by the Board in advance of the annual member meeting. A regular meeting of the Board shall also be held at such date, time and place as the Board shall provide by resolution. Such regular meetings may be held without notice other than such resolution fixing the date, time and place thereof, except when business to be transacted there at shall require special notice; provided, that any director absent from any meeting of the Board at which such a resolution initially determines or makes any change in the date, time or place of a regular meeting shall be entitled to receive written notice of such determination or change at least five (5) days prior to the next meeting of the Board; and provided further that, if a policy therefore is established by the Board, the President may change the date, time or place of a regular meetings for good cause and upon not less than five (5) days notice thereof to all directors.
SECTION 5.02 Special Meetings. Special meetings of the Board may be called by
the President, by Board resolution, or by any six (6) directors, and it shall
thereupon be the duty of the Secretary to cause notice of such meeting to be
given as hereinafter provided in Section 5.03.
The Board, the President, or the directors calling the meeting shall fix
the date, time and place for the meeting, which shall be held in the state of
SECTION 5.03 Notice of Directors Meetings. Written notice or email of the date, time, place (or telephone conference call) and purpose or purposes of any special meeting of the Board and, when the business to be transacted thereat shall require such, of any regular meeting of the Board shall be delivered to each director no less than five (5) days prior thereto, either personally, by email or by mail, by or at the direction of the Secretary or, upon a default in this duty by the Secretary, by him or those calling it in the case of a special meeting or by any director in the case of a meeting whose date, time and place have already been fixed by Board resolution. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the director at the director’s address as it appears on the records of the Cooperative, with first class postage thereon prepaid, and postmarked at least five (5) days prior to the meeting date.
SECTION 5.04 Attendance as Waiver of Notice. The attendance of a director at any meeting of the Board shall constitute a waiver of notice of such meeting unless such attendance shall be for the express purpose of objecting to the transaction of any business, or of one or more items of business, on the ground that the meeting shall not have been lawfully called or convened.
SECTION 5.05 Quorum. The presence in person of a majority of the directors shall be required for the transaction of business and the affirmative vote of a majority of the directors present shall be required for any action to be taken; provided that a director who by Applicable Law or the Bylaws is disqualified from voting on a particular matter shall not, with respect to consideration of an action upon that matter, be counted in determining the number of directors in office or present; and provided further that, if less than a quorum be present at a meeting, a majority of the directors present may adjourn the meeting from time to time, but shall cause the absent directors to be duly and timely notified of the date, time and place of such adjourned meeting.
ARTICLE VI: OFFICERS
SECTION 6.01 Number and Title. The officers of the Cooperative shall be a President, Vice President, Secretary and Treasurer, and such other officers as may from time to time be determined by the Board. The offices of Secretary and Treasurer may be held by the same person.
SECTION 6.02 Election and Term of Office. Each such officer shall hold office until the meeting of the Board first held after the next succeeding annual meeting of the members or until the officer’s successor shall have been duly elected and shall have qualified, subject to the provisions of the Bylaws with respect to the removal of officers by the Board. Any other officers may be elected by the Board from among such persons, and with such title, tenure, responsibilities and authorities, as the Board may from time to time deem advisable.
SECTION 6.03 Removal. Any officer, agent or employee elected or appointed by the Board may be removed by the Board whenever in its judgment the best interest of the Cooperative would be served thereby.
SECTION 6.04 Vacancies. A vacancy in any office elected or appointed by the Board shall be filled by the Board for the unexpired portion of the term.
SECTION 6.05 Duties of Officers. The officers of the Cooperative shall have such duties as may be prescribed by the Board from time to time and shall have such authority as the Board may from time to time grant by resolution.
SECTION 6.06 General Manager. The Board may appoint a General Manager, who may be, but who shall not be required to be, a member of the Cooperative, and who also shall be designated Chief Executive Officer. Such officer shall perform such duties as the Board may prescribe from time to time and shall have such authority as the Board may from time to time grant by resolution.
SECTION 6.07 Bonds. The Board shall require the Treasurer and any other officer, agent or employee of the Cooperative charged with responsibility for the custody of any of its funds or property to give bond or have insurance coverage in such sum and with such surety as the Board shall determine. In its discretion, the Board may 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 costs of all such bonds or insurance shall be borne by the Cooperative.
SECTION 6.08 Compensation. The compensation, if any, of any officer, agent or employee shall be fixed or a plan therefore approved by the Board.
SECTION 6.09 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 and showing the condition of the Cooperative at the close of such fiscal year.
ARTICLE VII: CONTRACTS, CHECKS AND DEPOSITS
SECTION 7.01 Contracts. Except as otherwise provided by Applicable Law or these Bylaws, the Board may authorize any Cooperative officer, agent or employee 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 7.02 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 or countersigned or imprinted thereon by facsimile by such officer, agent or employee of the Cooperative and in such manner as shall from time to time be determined by resolution of the Board.
SECTION 7.03 Deposits; Investments. All funds of the Cooperative shall be deposited or invested from time to time to the credit of the Cooperative in such bank or banks or in such financial securities or institutions as the Board may select.
ARTICLE VIII: OPERATIONS
SECTION 8.01 Interest or Dividends on Capital Prohibited. The Cooperative shall at all times be operated on a cooperative basis for the mutual benefit of its patrons. No interest or dividends shall be paid or payable by the Cooperative on any capital furnished by its patrons.
SECTION 8.02 Reasonable Reserves. Based on the Cooperative’s reasonable needs, the Cooperative may accumulate and retain operating margins (“Reasonable Reserves”). As provided in these Bylaws, however, the cooperative shall allocate and credit reasonable reserves as capital credits.
SECTION 8.03 Patronage Capital in Connection with Furnishing Renewable Energy. In the furnishing of renewable energy, the Cooperative’s operations shall be so conducted that all patrons will, through their patronage, furnish capital for the Cooperative. In order to induce patronage, the Cooperative shall be obligated to account on a patronage basis to all its patrons for all amounts received and receivable from the furnishing of Cooperative services in excess of operating costs and expenses properly chargeable against the furnishing of renewable energy. 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 allocate 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 within a reasonable time after the close 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 of the amount of capital so credited to that patron’s account; provided, that individual notices of such amounts furnished by each patron shall not be required if the Cooperative notifies all patrons of the aggregate amount of such excess and provides a clear explanation of how each patron may compute and determine for himself the specific amount of capital so credited to him. 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.
SECTION 8.04 Assignment of Capital Accounts. 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 part of such patron’s premises served by the Cooperative unless the Board, acting under policies of general application, shall determine otherwise.
SECTION 8.05 Security Interest in Patronage Capital. The cooperative shall have a continuing security interest in the patronage capital allocated and credited to any patron for any indebtedness due and owing from such patron to the cooperative. After perfection in a manner allowed by law, the rights of the cooperative under the security interest hereby granted may be exercised in the event of default in payment by the patron of the patron’s obligations, (including any compounded interest or late fees, as determined by the board), or in the event of the bankruptcy of the patron, and such indebtedness of the patron shall be subtracted form the capital allocated and credited to the patron in any retirement thereof made hereunder to the patron or to his estate, heirs, or surviving joint member.
SECTION 8.06 Articles and Bylaws Deemed Contractual. 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.
SECTION 8.07 Patronage Allocation from Other Revenues. Other revenues received by the Cooperative as a result of its investments, including those investments through the use of subsidiaries and affiliates, may be allocated at the discretion of the Board, from time-to-time in an equitable manner. Such revenues may be allocated in whole or in part to a capital fund of the cooperative or may be allocated to the patrons of the Cooperative in proportion to their purchases of services pursuant to these Bylaws.
SECTION 8.08 Project Review Committee. The Board shall appoint a project review committee whose sole purpose is to review renewable energy projects that are presented to the cooperative for construction. The committee shall be comprised of at least five (5), but no more than eleven (11) active members who are not board members. An “active” member is defined as a member who has purchased cooperative services at some time during the preceding twelve (12) months. Committee members shall be appointed on a yearly basis for one year by the Board of Directors at the annual meeting of the cooperative, and shall serve from April 1 to March 31. Board members shall abstain from voting on the selection of any committee member who is a close relative of the board member.
Committee members will review proposed projects and shall vote for or against the recommendation of each project on an individual basis, this needs to be done within one week of receiving a project proposal. A two-thirds vote of committee members is required for recommendation of a project to the Board of Directors. Projects rejected by the committee may be reconsidered no sooner than six (6) months after the motion to approve or reject was first heard by the committee. All of the committee member activities can be conducted via telephone or email.
The Project Review Committee Members will be compensated on the basis of how well their decisions have benefited the Cooperative. For any approved and constructed project the energy production will be monitored for the first year. If the energy production meets, or exceeds, the amounts specified in the Project Review Documents than each member that voted in favor of the project will receive $100.00.
ARTICLE IX: MISCELLANEOUS
SECTION 9.01 Waiver of Notice. Any member or director may waive, in writing, any notice of meetings required to be given by these Bylaws or any notice that may otherwise be legally required, either before or after such notice is required to be given.
SECTION 9.02 Fiscal Year. The Cooperative’s fiscal year shall begin on the first day of the month of January of each year and end on the last day of the month of December following.
SECTION 9.03 Amendment of Bylaws. These Bylaws may be altered, amended or repealed by not less than the affirmative vote of two-thirds (2/3) of all the Board at any regular or special Board meeting. The notice of such meeting shall have contained a copy of the proposed alteration, amendment or repeal or an accurate summary explanation thereof. Any bylaw adopted or amended by the board shall be reported at the next regular member meeting. Any such bylaw shall be at any time subject to amendment or repeal by a majority of the member votes cast at a meeting.
SECTION 9.04 Interpretation. When the context so requires in these Bylaws, words of one gender include one or more other genders, singular words include the plural, and plural words include the singular. Use of the word “include” or “including” is intended as an introduction to illustrative matters and not as a limitation.
SECTION 9.05 Robert’s Rules of Order. Any dispute arising over the proper procedure for conducting any regular or special meeting of the members of the Board shall be resolved in accordance with the current edition of Robert’s Rules of Order, provided the applicable portion of such Rules of Order are not inconsistent with any provision of the Governance Documents.
SECTION 9.06Indemnification of Officers and Directors.
(a) Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is involved in any pending, threatened, or completed civil, criminal administrative, or arbitration action, suit, or proceeding, or any appeal therein or any inquiry or investigation which could lead to such action, suit, or proceeding (a “proceeding”), by reason of his being or having been a director or officer of the cooperative or of any constituent corporation absorbed by the Cooperative in a consolidation or merger or by reason of his being or having been a director, officer, partner, trustee, employee, or agent of another foreign or domestic business or non-profit corporation, partnership, joint venture, trust, employment benefit plan, or other enterprise, serving as such at the request of the Cooperative or of any such constituent corporation, or the legal representative of any such director of officer, shall be indemnified and held harmless by the Cooperative to the fullest extent permitted by law, from and against all judgments, penalties, fines, liabilities, amounts paid in settlement, and reasonable expenses, including attorney’s fees, incurred or suffered in connection with any such proceeding; provided, however, that in the event of a settlement, the indemnification herein shall apply only when the Board approves such settlement for reimbursement. Such indemnification shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of his heirs, executor, administrators, and assigns. The right to indemnification conferred in the Section 9.06 shall be a contract right and shall include the right to be paid by the Cooperative the expenses incurred in connection with any proceeding in advance of the final disposition of such proceeding as authorized by the Board.
(b) Non-Exclusivity of Rights. The right to indemnification and advance of expenses provided by or granted pursuant to this Section 9.06 shall not exclude or be exclusive of any other rights to which any person may be entitled under the Governance Documents, any agreement, vote of members, or otherwise; provided, however, that no indemnification shall be made to or on behalf of such person if a judgment or other final adjudication adverse to such person establishes that such person has not met the applicable standard of conduct required to be met under Applicable Law.
(c) Power to Purchase Insurance. The Cooperative shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Cooperative or any constituent, or is or was serving at the request of the Cooperative as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Cooperative would have the power to indemnify him or her against such liability under the provisions of the Section 9.06
SECTION 9.07 Disposition of Cooperative Property. Except as authorized by the members, the board may not dispose of all or substantially all of the cooperative’s fixed assets. At any meeting the members may authorize the disposition of all or substantially all of the cooperative’s fixed assets if:
(a) Notice that such disposition will be considered at such meeting has been given to all persons entitled to vote thereon; and
(b) Such disposition has been approved by two-thirds of those entitled to vote thereon voting at the meeting or by mail in ballot.
Original By-laws created
This document was funded in part by the Wisconsin Focus on Energy Program.