BYLAWS
of
PANHANDLE TELEPHONE COOPERATIVE, INC.
ARTICLE I
MEMBERSHIP
SECTION 1. Requirements for Membership. Any person, firm, association, corporation, or body politic or sub-division thereof will become a member of Panhandle Telephone Cooperative Inc. (hereinafter called the “Coopera¬tive”) upon agreement to purchase and receive telephone or other communication services made available by the Cooperative through its facilities in the ordinary course of business of the Cooperative, except as hereinafter limited, and provided that they or it shall have first:
(a) Made a written application for membership therein;
(b) Agreed to purchase services from the Cooperative in accordance with established tariffs and as herein¬after specified;
(c) Agreed to comply with and be bound by the articles of incorporation and bylaws of the Cooperative and any rules and regulations adopted by the board of trustees; and
No person, firm, association, corporation or other entity shall qualify or become a member by the use of exchange access, payment of exchange access, payment of exchange access fares or settlements, purchase of services for resale, lease of local access facilities, or the purchase of equipment, and
No member shall hold more than one membership in the Cooperative, and no membership in the Cooperative shall be transferable, except as provided in these bylaws.
SECTION 2. Joint Membership. A husband and wife 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 a husband and wife holding a joint membership
and any provisions relating to the rights and liabilities of membership shall apply equally
with respect to the holders of a joint membership. Without limiting the generality of the foregoing, the effect of the hereinafter specified actions by or in respect of the holders of a joint membership shall be as follows:
(a) The presence at the meeting of either or both shall be regarded as the presence of one (1) member and shall constitute a joint waiver of notice of the meeting;
(b) The vote of either separately, or both joint¬ly, shall constitute one (1) joint vote;
(c) A waiver of notice signed by either or both shall constitute a joint waiver;
(d) Notice to either shall constitute notice to both;
(e) Expulsion of either shall terminate the joint membership;
(f) Withdrawal of either shall terminate the joint membership;
(g) Either, but not both, may be elected or ap¬pointed as an officer or trustee provided that both meet the qualifications for such office.
SECTION 3. Conversion of Membership.
(a) A membership may be converted to a joint membership upon the written request of the holder thereof and the agreement by such holder and his or her spouse to comply with the articles of incorporation, bylaws, and rules and regulations adopted by the board.
(b) Upon the death of either spouse who is a party to the joint membership, such membership shall be held solely by the survivor
SECTION 4. Membership Fees. There shall be no fee for membership in the Cooperative, except that the member may be required to make a contribution in aid of construction in the event construction is required to serve said member and the service requested is not exempt under the rules and regulations governing the operation of the Cooperative. Member may also be required to make a security service deposit in an amount determined by the Cooperative unless the service requested is exempt from such a deposit under the rules and regulations governing the operations of the Cooperative.
SECTION 5. Purchase of Services. Each member shall take service from the Cooperative and shall therefore pay monthly in accordance with established rates and tariffs. It is expressly understood that amounts paid for services in excess of costs are furnished by members as capital, and each member shall be credited with the capital so furnished as provided in these bylaws. Each member shall also pay all amounts owed by him/her to the Cooperative as and when the same shall become due and payable.
SECTION 6. Termination of Membership.
(a) Any member may withdraw from member¬ship upon compliance with such uniform terms and conditions as the board may prescribe. The board may, by the affirmative vote of not less than two-thirds (2/3) of all the members of the board, 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, but only if such member shall have been given written notice of the Cooperative that such failure makes him/her liable to expulsion and such failure shall have continued for at least ten (10) days after such notice was given. Any expelled member may be reinstated by vote of the board or by vote of the members at any annual or special meeting. The membership of a member who for a period of thirty (30) days after service is available to him/her has not permitted the installa¬tion of service, or of a member who has ceased to purchase service from the Cooperative, may be canceled by resolu¬tion of the board.
(b) 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/her estate from any debts due the Coopera¬tive.
ARTICLE II
RIGHTS AND LIABILITIES OF MEMBERS
SECTION 1. Property Interest of Members. Upon dissolution, after:
(a) All debts and liabilities of the Cooperative shall have been paid,
(b) All capital furnished through patronage shall have been retired as provided in these bylaws, and
(c) All the remaining property and assets of the Cooperative shall be distributed among the members and former members in the proportion which the aggregate patronage of each member bears to the total patronage of all members.
SECTION 2. Non-liability for Debts of 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 Coopera¬tive.
ARTICLE III
MEETINGS OF MEMBERS
SECTION 1. Annual Meeting. The annual meeting of the members shall be held within Cimarron, Texas, Beaver, or Harper County in the State of Oklahoma in the Month of April or May of each year, as selected by the board, and which shall be designated in the notice of the meeting, for the purpose of 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 to make adequate plans and prepara¬tions for the annual meeting. Failure to hold the annual meeting at the designated time shall not work a forfeiture or dissolution of the Cooperative.
SECTION 2. Special Meetings. Special meetings of the members may be called by resolution of the board or upon a written request signed by any three (3) trustees, by the President, or by not less than five hundred (500) members or by ten per centum (10%) of all members, whichever shall be the lesser; 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 one of the counties served by the Cooperative as designated by the board, and shall be specified in the notice of the special meeting.
SECTION 3. Notice of Members’ Meetings. Written or printed notice stating the place, day, and hour of the meeting and, in case of a special meeting or an annual meeting at which business requiring special notice is to be transacted, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) days nor more than twenty (20) days before the date of the meeting, either personally or by mail, by or at the direction of the Secretary or upon a default in duty by the Secretary, by the persons calling the meeting, to each member. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the member at his/her address as it appears on the records of the Cooperative, with postage thereon prepaid. The failure of any member to receive notice of an annual or special meeting of the members shall not invalidate any action which may be taken by the members at any such meeting.
SECTION 4. Quorum. As long as the total number of members does not exceed five hundred (500), ten per centum (10%) of the total number of members shall constitute a quorum. In case the total number of members shall exceed five hundred (500), fifty (50) members or two per centum (2%) of the total number of members, whichever shall be the larger, shall constitute a quorum. If less than a quorum is present in any meeting, a majority of those present in person may adjourn the meeting from time to time without further notice.
SECTION 5. Voting. Each member shall be entitled to only one (1) vote upon each matter submitted to a vote at a meeting of the members. All questions shall be decided by a vote of a majority of the members voting thereon in person except as otherwise provided by law, the articles of incorporation, or these bylaws.
SECTION 6. Voting by Mail. Each member shall be entitled to vote by mail at the annual or a special meeting, provided such voting must be in writing and upon proper forms furnished by the Secretary of the Board of Trustees of said Cooperative. It is further provided that in the event any member desires to cast a ballot by mail, that such member must make a request to be furnished proper forms for such voting, which request shall be directed to the Secretary of the Cooperative and received at the office of the
Cooperative not less than ten (10) days before such annual or special meeting at which such ballot is to be cast. The Board of Trustees may make such regulations relative to voting by mail as in their judgment may properly safeguard the use of the privilege herein extended.
SECTION 7. 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, except as otherwise determined by the members at such meeting:
1. Report on the number of members present in person in order to determine the existence of a quorum.
2. Reading of the notice of the meetings and proof of the due publication or mailing thereof, or the waiver or waivers of notice of the meet¬ings, as the case may be.
3. Reading of unapproved minutes of previous meetings of the members and the taking of necessary action thereon.
4. Presentation and consideration of reports of officers, trustees and committees.
ARTICLE IV
BOARD OF TRUSTEES
SECTION 1. General Powers. The business and affairs of the Cooperative shall be managed by a board of ten (10) trustees 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. Voting Districts. The territory served and to be served by the Cooperative shall be divided into voting districts for the purpose of nomination and election of trustees as hereinaf¬ter provided. The Board of Trustees shall, not less than ninety (90) days prior to the date when new trustees are to be elected, take action, dividing the area served by the Cooperative into ten (10) voting districts for the election of trustees. Each voting district may consist of two (2) or more contiguous exchanges; provided, however, no exchange may be split or divided into more than one (1) voting district, and provided further that the provision prohibiting the splitting or dividing of an exchange into more than one (1) voting district may be amended or repealed only by the affirmative vote of two-thirds of all of the members of the cooperative. Each district so designated shall be entitled to have one (1) member on the board of trustees to be elected or selected as herein provided. At the time that the board designates the voting districts as above provided, they shall also designate the districts as Class “A”, Class “B” or Class “C” for purposes of determining the term and year of election of the trustees as provided in Section 4 hereof. In dividing or reconstituting the districts, the board shall be cognizant of the area and number of members to be served and shall endeavor to so designate the districts to represent the members of the Cooperative as equitably as possible.
SECTION 3. Qualifications. No person shall be eligible to become or remain a trustee of the Cooperative who:
(a) is not a US citizen, member, and bona fide resident of 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 engaged in selling telephone service or supplies, or constructing or maintaining telephone facilities, other than a business operating on a cooperative nonprofit basis for the purpose of furthering rural telephone.
Upon establishment of the fact that a trustee is holding office in violation of any of the foregoing provisions the board shall remove such trustee from office.
Nothing contained in this section shall affect in any manner whatsoever the validity of any action taken at any meeting of the board.
SECTION 4. Election and Tenure. The trustees shall each be elected at the district meeting to serve a three (3) year term and the terms of trustees shall be so staggered that there will be elected four (4) Class “A” trustees in a year, three (3) Class “B” trustees in the next year and the remaining three (3) Class “C” trustees in the next year thereafter.
(a) Any natural person who is a member of a district who desires to be a candidate for election as trustee from that district shall file written notice with the Secretary of the Cooperative. The notice shall be on a form provided by the Secretary and duly verified by the person seeking candi-dacy. The notice must be filed not less than ten (10) days nor more than fifteen (15) days prior to the meeting of the members of the district by delivering said notice to the Secretary of the Cooperative or by delivering the same to the Manager of the Cooperative at the business office of the Cooperative in Guymon, Oklahoma. The Secretary shall then issue a written certification of the qualified candidates to the district meeting. Only those qualified persons who shall give notice and be certified shall be eligible for election.
In the event that no member files such notice of candidacy, or if there are no candidates certified as qualified, or in the event there is not a quorum at the district meetings, then and in that event the office shall be declared vacant by the Board of Trustees at their next regular meeting, and the office shall be filled by a vote of the Board of Trustees notwithstanding any provisions herein regarding nomination or election of trustees.
(b) All trustees shall be elected by secret bal¬lots at the times herein provided. Each trustee shall be elected at a district meeting held in the district they will represent, by and from the members of the district, to serve a three (3) year term or until a successor is elected and qualified.
(c) The Board of Trustees shall, not less than thirty (30) days, nor more than sixty (60) days before the annual meeting, call a separate meeting of the members of each district in which a trustee is to be elected, at a suitable place in such district. The notice of such meeting shall be delivered to each member located in such district as provided in Article III hereof. The notice shall state that election of trustee is to be made at the meeting. The meeting shall, however, be open for discussion of any other matters pertaining to the business of the Cooperative, regardless of whether or not such matters were listed in the notice of the meeting, and recommendations with respect thereto may be submitted to the Board of Trustees or the entire membership. The district meeting shall be called to order by the trustee representing the district or by another designated representative of the Board of Trustees, or in their absence, by any member residing within that district. The members shall then proceed to elect a chairman, who shall be someone other than a trustee, and a Secretary shall be appointed to act for the duration of the meeting. Fifteen (15) members residing in the district present at such duly called district meeting shall constitute a quorum. Members of other districts present at the meeting may be heard but shall have no vote.
(d) Election of Trustees. At the district meeting after the candidates shall have been certified to the meeting by the Secretary of the Cooperative as above provided, the trustee of said district shall be elected as follows:
-1- Each member in attendance at the district mem¬bership meeting shall be entitled to vote for one (1) candi¬date. If there are more than two (2) candi¬dates, then the two (2) candi¬dates receiving the highest number of votes shall be selected and a second vote shall be taken between the two to elect the trustee. All voting shall be by secret ballot.
-2- The Secretary shall record the pro¬ceedings of said meeting and, together with the chairman, shall certify said proceedings to the board.
-3- The candidate receiving the highest number of votes shall, by certification of the Chairman and Secretary, be elected trustee of the district.
-4- The trustee elected at the district membership meeting must be an actual resident of the voting district from which they are elected. They shall take office and assume the duties and responsibilities thereof at the first meeting of the board, whether special or regular, after their election.
-5- Should a trustee move their place of residence from their voting district, a vacancy in their office shall be declared by the board and a trustee from said district to fill the unex¬pired term shall be named as is provided in Section 6 of Article IV.
-6- Any error or omission in the giving of any notice or the holding of any meeting as herein provided shall not affect in any manner whatsoever the validity of the election of any trustee.
SECTION 5. Removal of Trustee.
(A) Any member may bring charges against a trustee and, by filing with the Secretary such charges in writing together with a petition signed by at least ten per centum (10%) of the members or five hundred (500), whichever is the lesser, may request the removal of such trustee by reason thereof. Such trustee shall be informed, in writing, of the charges at least ten (10) days prior to the meeting of the members at which the charges are to be considered and shall have the opportunity at the meeting to be heard in person or by counsel and to present evidence in respect to the charges; and the person or persons bringing the charges against him/her shall have the same opportunity. The question of the removal of such trustee shall be considered and voted upon at the meeting of the members.
(B) If any member of the board fails to attend any three (3) consecutive regular meetings of the board, or fails to attend any six (6) regular meetings of the board during a twelve (12) month period, then the board, following at least thirty (30) days written notice to the affected member, may by majority vote declare the office vacant and appoint a new trustee from the same district to serve the unexpired portion of the term of office.
SECTION 6. Vacancies. Subject to the provisions of these bylaws with respect to the filling of vacancies caused by the removal of trustees by the members, any vacancy occurring in the board shall be filled by the affirmative vote of a majority of the remaining trustees for the unexpired portion of the term, provided, however, that in the event the vacancy is not filled by the board within sixty (60) days after the vacancy occurs, the members shall have the right to fill such vacancy at a meeting of the members without compliance with the foregoing provisions in respect to nominations.
SECTION 7. Compensation. Trustees shall not receive any salary for their services as trustees, except that by resolution of the board a fixed sum and actual expense of attendance, if any, may be allowed for attendance at each meeting of the Board of Trustees. The Board of Trustees shall have authority to pay a per diem allowance per day plus actual expenses to any trustee engaged in business of the Cooperative, provided such travel and the conduct of such business must have approval of the Board. The Cooperative may provide liability, accident, life and health insurance coverage for trustees choosing to have that coverage. The Cooperative may further extend concessions for services provided by the Cooperative to the trustees. No trustee shall receive compensation for serving the Cooperative in any other capacity, nor shall any close relative of a trustee receive compensation for serving the Cooperative, unless the payment and amount of compensa¬tion shall be specifically autho¬rized by a vote of the members or the service by such trustee or close relative shall have been certified by the board as an emergency measure. For the purpose of this section, close relative includes grandparents, parents, husband, wife, children, grandchil¬dren, brothers, and sisters, by blood, by marriage or by adoption, and spouses of any of the foregoing.
ARTICLE V
MEETINGS OF THE TRUSTEES
SECTION 1. Regular Meetings. A regular meeting of the board shall be held monthly on the fourth Monday of each month. Such meeting to be held in the office of the Panhandle Telephone Cooperative, Inc., in Guymon, Oklahoma, or at such other place as the President of the Board of Trustees may designate. Such regular monthly meeting may be held without notice other than such resolution fixing the time and place thereof.
SECTION 2. Special Meetings. Special meetings of the board may be called by the President or by any three (3) trustees, and it shall thereupon be the duty of the Secretary to cause notice of such meeting to be given as hereinafter provided. The President or trustees calling the meeting shall fix the time and place for the holding of the meeting.
SECTION 3. Notice of Board Meetings. Written notice of the time, place, and purpose of any special meeting of the board shall be delivered to each trustee in person, by mail, or by electronic notification, by or at the direction of the Secretary, or upon a default in duty by the Secretary, by the President or one of the trustees calling the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the trustee at his/her 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.
Whenever any notice is required to be given under the provisions of law or if the Certificate of Incorporation or of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to notice.
SECTION 4. Quorum. A majority of the board shall constitute a quorum, provided, that if less than such majority of the board is present at said meeting, a majority of the board present may adjourn the meeting from time to time; and provided further, that the Secretary shall notify any absent trustees of the time and place of such adjourned meeting. The act of a majority of the trustees present at a meeting at which quorum is present shall be the act of the board, except as otherwise provided in these bylaws.
SECTION 5. Conference Call Meetings. The Board of Trustees may participate in a meeting by means of a conference telephone or other similar communications equipment which allows all persons participating in the meeting to hear each other. Participation by any trustee in such meeting constitutes the presence of such person at the meeting.
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 from time to time. The offices of Secretary and Treasurer may be the same person.
SECTION 2. Election and Term of Office. The officers shall be elected by ballot annually by and from the board at the first regular meeting of the board held 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 thereaf¬ter as may be convenient. Each officer
shall hold office until the first meeting of the board following the next succeeding annual meeting of the members or until his/her successor shall have been elected and shall have qualified. A vacancy in any office shall be filled by the board for the unexpired portion of the term.
SECTION 3. Removal of Officers and Agents by the Board. Any officer or agent elected or appointed by the board may be removed by the board whenever in its judgment the best interests of the Cooperative will be served thereby. In addition, any member of the Cooperative may bring charges against an officer, and by filing with the Secretary such charges, in writing, together with a petition signed by ten per centum (10%) of the members or two hundred (200), whichever is the lesser, may request the removal of such officer. The officer against whom such charges have been brought shall be informed, in writing, of the charges at least ten (10) days prior to the board meeting at which the charges are to be considered and shall have an opportunity at the meeting to be heard in person or by counsel and to present evidence in respect to the charges; and the person or persons bringing the charges against him/her shall have the same opportunity. In the event the board does not remove such officer, the question of his/her removal may 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 or the board, shall preside at all meetings of the members and the board;
(b) sign, with the Secretary, any deeds, mortgages, deeds of trust, notes, bonds, contracts, or other instru¬ments authorized by the board to be executed, except in cases in which the signing and execution thereof shall be expressly delegated by the board or by these bylaws to some other officer or agent of the Coopera¬tive, or shall be required by law to be other-wise signed or executed; and
(c) in general, perform all duties incident to the office of President and such other duties as may be prescribed by the board from time to time.
SECTION 5. Vice President. In the absence of the President, or in the event of his/her 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/her by the board.
SECTION 6. Secretary. The Secretary shall be responsible for:
(a) keeping the minutes of the meetings of the members and of the board in books provided for that purpose;
(b) seeing that all notices are duly given in accordance with these bylaws or as required by law;
(c) the safekeeping of the corporate books and records and the seal of the Cooperative and affixing 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) keeping a register of the names and post office addresses of all members;
(e) keeping 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, furnishing a copy of the bylaws and of all amendments thereto to each member; and
(f) in general performing all duties incident to the office of Secretary and such other duties as from time to time may be as¬signed to him/her by the board.
SECTION 7. Treasurer. The Treasurer shall be responsible for:
(a) custody of all funds and securities of the Cooperative;
(b) the receipt of and the issuance of receipts for all monies due and payable to the Coopera¬tive and for the deposit of all such monies in the name of the Cooperative in such bank or banks as shall be selected in accordance with the provisions of these bylaws; and
(c) the general performance for all the duties incident to the office of the Treasurer and such other duties as from time to time may be assigned to him/her by the board.
SECTION 8. C.E.O. – Chief Executive Officer. The board may appoint a Chief Executive Officer who shall perform such duties and shall exercise authority as determined by the board. The Board may appoint such additional executive officers as may be determined to be necessary to perform the required management functions. All such additional executive officers shall be subordinate to the Chief Executive Officer.
SECTION 9. Bonds of Officers. The Treasurer and any other officer or agent of the Cooperative charged with responsibility for the custody of any of its funds or property may be bonded in such sum and with such surety as the board shall determine. The Board in its discretion may also require any other officer, agent, or employee of the Cooperative to be bonded in such amount and with such surety as it shall determine.
SECTION 10. Compensation. The powers, duties, and compensation of officers and agents shall be fixed by the Board subject to the provisions of these bylaws with respect to compensa¬tion for a board member and close relatives of a board member.
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.
ARTICLE VII
NONPROFIT OPERATION
SECTION 1. 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. Patron Defined. A patron shall be defined as every person, firm, association, corporation, body politic or sub-division thereof, or other entity who purchases telephone or other communication services made available by the Cooperative through its facilities in the ordinary course of business; provided however, the use of exchange access, payment of exchange access fares or settlements, purchase of service for resale, lease of local access facilities, or the purchase of equipment shall not qualify such person or entity as a patron.
SECTION 3. Patronage Capital in Connection with Furnishing Telephone and Other Communication Services. In the furnishing of telephone and other communica-tion services 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 and to assure that the Cooperative will operate on a nonprofit basis, the Cooperative is obligated to account on a patronage basis to all its patrons for all amounts received and receivable from the furnishing of telephone and other communication services in excess of operating costs and expenses properly chargeable against the furnishing of telephone and other communica¬tion services. All such amounts in excess of operating costs and expenses at the moment of receipt by the Cooperative are received with the understanding that they are furnished by the patrons as capital. The Cooperative is obligated to pay by credits to a capital account for each patron all such amounts in excess of operating costs and expenses. The books and records of the Cooperative shall be set up and kept in such a manner that at the end of each fiscal year the amount of capital, if any, so furnished by each patron is clearly reflected and credited in an appropriate record to the capital account of each patron; and the Cooperative shall, within a reasonable time after the close of the fiscal year, notify each patron of the amount of capital so credited to his/her account. All such amounts credited to the capital account of any patron shall have the same status as though they had been paid to the patron in cash in pursuance of a legal obligation to do so and the patron had then furnished the Cooperative corresponding amounts for capital.
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 of 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 patrons’ accounts may be retired in full or in part. Partial distribution or retirement of capital credits will be done on a percentage basis.
Capital credited to the account of each patron shall be assign¬able only on the books of the Cooperative pursuant to written instructions from the assignor and only back to the Cooperative, or to successors in interest or successors in occupancy in all or a part of such patron’s premises served by the Cooperative, unless the board, acting under policies of general application, shall determine otherwise. In addition, the Cooperative is authorized to negotiate capital credit settlements with bankrupt patrons.
Notwithstanding any other provision of these bylaws, the board at its discretion shall have the power at any time to redeem capital credits to members with senior status as defined by the board, provided, however, that the financial condition of the Cooperative will not be impaired thereby.
Notwithstanding any other provision of these bylaws, the board at its discretion shall have the power at any time upon the death of any patron, if the legal representa¬tives of his/her estate or trust 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 or trust shall agree upon; provided, however, that the financial condition of the Cooperative will not be impaired thereby.
The patrons of the Cooperative, by dealing with the Cooperative, acknowledge that the terms and provisions of the articles of incorporation and bylaws shall constitute and be a contract between the Cooperative and each patron, and both the Cooperative and the patrons are bound by such contract, as fully as though each patron had individually signed a separate instrument containing such terms and provisions.
SECTION 4. Unclaimed Capital Credit Distributions. Any unclaimed capital credit distributions shall be deemed abandoned under the provisions of the Uniform Disposition of Unclaimed Property Act.
ARTICLE VIII
DISPOSITION OF PROPERTY
The Cooperative may not sell, mortgage, lease, or otherwise dispose of or encumber all or any substantial portion of its property unless such sale, mortgage, lease, or other disposition or encumbrance is authorized at a meeting of the members thereof by the affirmative vote of not less than two-thirds (2/3) of all of the members of the Cooperative, and unless the notice of such proposed sale, mortgage, lease, or other disposition or encumbrance shall have been contained in the notice of the meeting; provided, however, that notwithstanding anything herein contained, the Board of the Cooperative, without authorization by the members thereof, shall have full power and authority to authorize the execution and delivery of a mortgage or mortgages or a deed or deeds of trust upon, or the pledging or encumbering of, any or all of the property, assets, rights, privileges, licenses, franchises, and permits of the Cooperative, whether acquired or to be acquired, and wherever situated, as well as the revenues and income there from, all upon such terms and conditions as the board shall determine, to secure any indebtedness of the Cooperative to the United States of America or any instrumentality or agency thereof; or to any corporation or financial institution permitted to assist in the credit and financial needs of the Cooperative, provided further that the board may, upon the authorization of a majority of those members of the Cooperative present at a meeting of the members thereof, sell, lease, or otherwise dispose of all or a substantial portion of its property to another cooperative or foreign corpora¬tion doing business in this State pursuant to the Act under which this Cooperative is incorporated.
ARTICLE IX
SEAL
The corporate seal of the Cooperative shall have inscribed thereon the name of the Cooperative and the words “Corporate Seal Oklahoma.”
ARTICLE X
FINANCIAL TRANSACTIONS
SECTION 1. Contracts. Except as otherwise provided in these bylaws, the board may authorize any officer or officers, agent or agents to enter into any contract or execute and deliver any instrument in the name and on behalf of the Cooperative, and such authority may be general or confined to specific instances.
SECTION 2. Checks, Drafts, etc. All checks, drafts, or other orders for the payment of money, and all notes, bonds, or other evidences of indebtedness issued in the name of the Cooperative shall be signed by such officer or officers, agent or agents, employee or employees of the Cooperative and in such manner as shall from time to time be determined by resolution of the board.
SECTION 3. Deposits. All funds except petty cash of the Cooperative shall be deposited from time to time to the credit of the Cooperative in such bank or banks as the board may select.
SECTION 4. Fiscal Year. The fiscal year of the Cooperative shall begin on the first day of January of each year and shall end on the thirty-first day of December of the same year.
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 purchases; provided, however, that the Cooperative may, upon the authorization of the board, purchase stock in or become a member of any corpora¬tion or organization organized on a nonprofit basis for the purpose of engaging in or furthering the cause of area-wide rural telephone service, or with the approval of the Administrator of the Rural Utilities Services (RUS), or any other corporation for the purpose of acquiring telephone facilities or assuring more adequate telephone service to its members.
SECTION 2. Waiver of Notice. Any member or trustee may waive in writing any notice of a meeting required to be given by these bylaws. The attendance of a member or trustee at any meeting shall constitute a waiver of notice of such meeting by such member or trustee, except in case a member or trustee 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. Policies, Rules, and Regulations. The Trustees shall have power to make and adopt such policies, rules, and regulations, not inconsistent with law, the articles of incorpora¬tion, or these bylaws, as it may deem advisable for the management of the business and affairs of the Cooperative.
SECTION 4. Accounting System and Reports. The board shall cause to be established and maintained a complete accounting system which, among other things, shall conform to applicable laws and rules and regulations of any regulatory body. The board shall also cause to be made by a certified public accountant a full and complete annual audit of the accounts, books, and financial condition of the Cooperative. The results of such audit shall be reported to the members at the next annual meeting.
SECTION 5. Area Coverage. The trustees shall make diligent effort to see that telephone or other communications service is extended to all unserved persons within the Cooperative service area who (a) desire such service and (b) meet all reasonable requirements established by the Cooperative as a condition of such service.
ARTICLE XII
AMENDMENTS
These Bylaws may be altered, amended or repealed by the members at any annual or special meeting, provided the notice of such meeting shall have contained a copy of the proposed alteration, amendment or repeal:
Provided, further, that Section 5 of Article III (relating to voting by members), Section 2 of Article IV (relating to an exchange being split or divided), Article VIII (relating to disposition of property), and Article XII (relating to amendment) of the by-laws may be altered, amended, or repealed only by the affirmative vote of not less than two-thirds of all of the members of the coopera¬tive.
ARTICLE XIII
INDEMNIFICATION
SECTION 1. Indemnification of Officers, Trustees, Employ¬ees and Agents.
A. The Cooperative shall indemnify any person who has or is a party, or is threatened to be a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he/she is or was a Trustee, officer, employee or agent of the Cooperative or is or was serving at the request of the Cooperative as a Trustee, officer, employee or agent of another Cooperative, corporation, partnership, joint venture, trust or other enterprise, for all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred by him/her in connection with such action, suit or proceeding, if he/she acted in good faith and in a manner reasonably believed to be in or not opposed to the best interest of the Cooperative, and with respect to any criminal action or proceeding, had no reasonable cause to believe his/her conduct was unlawful, provided, however, that such indemnity shall not include any expenses incurred by any such person in respect of any claim, issue or matter as to which such person in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his/her duty to the Cooperative, except as provided by law.
B. In no event shall anything contained herein above be construed so as to protect, or to authorize the cooperative to indemnify any such person against any liability to the Cooperative or to its members to which he/she would otherwise be subject by reason of his/her willful malfea¬sance, bad faith, gross negligence or reckless disregard of the members’ rights and duties involved in the conduct of his/her office such as trustee, officer, employee or agent.
C. The indemnification provided hereinabove shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any Bylaw, agreement, vote of members or disinterested trustees or otherwise, and shall not in any way limit any right which the Cooperative may have to make different or further indemnifications with respect to the same or different persons or classes of persons, and as provided by law.
D. The foregoing right of indemnification shall inure to the benefit of the heirs, executors, or administrators of any such person, trustee, officer, employee or agent, and shall be in addition to all other rights to which such person may be entitled as a matter of law.
SECTION 2. Liability Insurance. The Cooperative may purchase and maintain, at the discretion of its Board of Trustees, policies of liability insurance, with the premiums therefore paid by the Cooperative, and covering such of its Trustees, officers, employees or agents, or any of them, and securing them against liability as provided in this Article.
SECTION 3. Procedure Policy. The Board of Trustees of the Cooperative shall adopt, by resolution, a policy not inconsistent with the provisions of this Article and in accordance with law, for the purpose of establishing procedure and guidelines for determina¬tion of any person’s right to indemnification.
ARTICLE XIV
SAVINGS CLAUSE
In the event any clause or provision of these Bylaws shall be adjudged to be invalid or void, or determined to be in conflict with any existing laws, rules and regulations of the United States of America, State of Oklahoma, or any governing body having jurisdiction over the Cooperative, then and in that event, such laws, rules and regulations shall take precedence over the particular Bylaws and the fact that any such clause or provision may be invalid or void shall not serve to invalidate the remaining Bylaws, clauses or provisions contained herein.