BYLAWS OF BLEDSOE TELEPHONE COOPERATIVE, INC.

ARTICLE I

MEMBERSHIP

SECTION 1. Requirement for Membership. Any person, firm, association, corporation, or body politic or subdivision thereof who or which has the capacity to enter into legally binding contracts may become a member of Bledsoe Telephone Cooperative (hereinafter called the “Co-op”) by:

  • Making a written application for membership therein on forms prescribed by the Board of Directors (hereinafter called the “Board”);
  • Agreeing to purchase from the Co-op telephone or one or more of the network provided or telecommunication services hereinafter specified (all collectively referred to hereinafter as “telecommunication services”);
  • Agreeing to comply with and be bound by the Charter of Incorporation and Bylaws of the Co-op and any rules, regulations and policies adopted by the Board;
  • Agreeing to pay the membership fee hereinafter specified on uniform terms and conditions established by the Board and such connection, reconnection, security, facilities extension and construction fees and deposits as may be established by any rule, regulation or law and/or rules or policies adopted by the Board;

(e)        Agreeing to pay any delinquent membership fees, delinquent service or service connection fees, delinquent fees and bills for telecommunication services of all types and nature, and/or general and miscellaneous delinquent obligations or bills due and owing the Co-op, along with any expenses or costs incurred by the Co-op in connection with previous collection efforts and reasonable interest, if any, as established by the Board, in the Board’s discretion;

(f)        If a firm, association, corporation, body politic or subdivision thereof, by submitting an affidavit or other such forms as prescribed by the Co-op designating therein the type of legal entity (for example, a corporation, general partnership, limited partnership, limited liability company, limited liability partnership, joint venture, other for profit or not for profit entities, and federal, state, county, or municipal governmental entities and agencies, departments, or divisions of such governmental entities) and identifying therein by name, title and position the individual with authority to vote upon matters reserved by or submitted to members as set forth in Article III and other provisions of these Bylaws.

SECTION 2.  Requirement of Acceptance for Membership by Board.  No person, firm, association, corporation, or body politic or subdivision thereof shall become a member unless and until such person or entity has been accepted for membership by the Board.

SECTION 3.  Requirement for Acceptance of Telephone Services at a Premises Within the Co-op Service Area.  No person, firm, association, corporation, or body politic or subdivision thereof shall become a member unless and until the person or entity agrees to accept and maintain telephone services at a premises within the co-op’s service area.

SECTION 4.  Requirement for Memberships to Retail Customers Only.  No person, firm, association, corporation or body politic or subdivision thereof that purchases the Co-op’s services at wholesale or otherwise for resale or who or which is an access customer, interconnecting carrier or reseller of local services shall be eligible for membership.

SECTION 5. Requirement for Single Memberships Only and Non-Transferability of Memberships.  No member may hold more than one membership in the Co-op, and no membership shall be transferrable, except as provided in these Bylaws.

SECTION 6.  Membership Certificates. Membership in the Co-op shall be evidenced by a membership certificate which shall be in such form and shall contain such provisions as shall be determined by the Board. Such certificate shall be signed by the President and by the Secretary and the corporate seal shall be affixed thereto. No membership certificate shall be issued for less than the membership fee established and assessed by the Board or as fixed in these Bylaws, nor until such membership fee has been fully paid. In case a certificate is lost, destroyed or mutilated a new certificate may be issued therefore upon such uniform terms and indemnity to the Co-op as the Board may prescribe.

SECTION 7.  Joint Memberships.  Joint memberships between a husband and a wife or between two or more natural persons or between two or more legal entities may not be acquired and the Co-op shall not accept applications for such joint memberships from and after the April 27, 2006 revisions to these Bylaws.  Residents of the same household or individuals and entities engaged in a common pursuit or individuals engaged in a legal or civil union who desire to become a member of the Co-op must each make such individual and separate applications for membership in accordance with these Bylaws.

Joint memberships between husbands and wives have heretofore been accepted by the Co-op prior to the April 27, 2006 revisions to these Bylaws and joint memberships have historically been recognized accordingly.  As such, the term “member”, as used in these Bylaws, shall be deemed to include a husband and wife holding an existing joint membership as of the date of the April 27, 2006 amendments to these Bylaws and any provisions relating to the rights and liabilities of memberships shall apply equally with respect to the holders of existing joint memberships.  Without limiting the generality of the foregoing, the effect of the hereinafter specified actions by or in respect of the holders of an existing joint membership shall be as follows:

(a)        The presence at a meeting of either or both shall be regarded as the presence of one member and shall constitute a joint waiver of notice of the meeting;

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

(c)        A waiver of notice signed by either or both shall constitute a joint waiver;

(d)       Notice to either shall constitute notice to both;

(e)        Expulsion of either shall terminate the joint membership;

(f)        Withdrawal of either shall terminate the joint membership;

(g)        Either but not both may be elected or appointed as an officer or Director, provided that both meet the qualifications for such office.

SECTION 8.  Conversion of Membership.  Existing memberships may not be converted to a joint membership.  However, upon the death of either spouse who is a party to an existing joint membership, such memberships shall then be held solely by the survivor.  The outstanding membership certificate shall be surrendered, and shall be reissued in such manner as shall indicate the changed membership status to the survivor, provided, however, that the estate of the deceased shall not be released from any debts due to the Co-op.

In addition to the death of either spouse who is a party to the joint membership, joint memberships shall also terminate upon the dissolution of their marriage through entry of a Decree of Divorce or Dissolution or entry of a Decree of Legal Separation by a court of competent jurisdiction.  All capital credited to the joint membership to be retired or returned to the patrons of the joint membership when retired by the Co-op on such dates and in the manner authorized by Article VIII, Section 2, of these Bylaws, and other refunds due the joint membership, shall be paid to the parties of the joint membership as directed in the Decree or Order dissolving the parties marriage, or, absent provisions in such Decree, one-half to the former husband and one-half to the former wife; subject, however, to the Co-op’s right to deduct outstanding debts and obligations pursuant to Section 7 (j) of this Article.

SECTION 9. Membership and Service Connection Fees. All membership fees for members acquired after April 27, 2006 shall be in such amounts as established and assessed by the Board of Directors.  For those subscribers existing prior to the date of the April 27, 2006 revisions these Bylaws, membership fees shall be in the amount existing at the time they became members.  Additional service connection fees or security deposits may be required for applicants, as management or the Board so directs.

SECTION 10. Purchase of Telecommunication Services from Bledsoe Telephone Cooperative.  Each person or entity who applies for service shall, as soon as service is available, take telephone and other telecommunications services from the Co-op at a premises within the Co-op’s service area. The member shall pay thereafter monthly at rates in accordance with either established tariffs as fixed by the Board, or, for the services rendered by other carriers, at the rates which the Co-op is obliged to bill and collect by contractual arrangements with other carriers. It is expressly understood that amounts received by the Co-op for all services in excess of cost are furnished by members from the moment of receipt as capital, and each member shall be credited with the capital so furnished as provided in these Bylaws. However, the Co-op is not obligated to furnish such credits for services which are not billed and collected by the Co-op, even when such services are partially rendered over the facilities of the Co-op.  The Co-op shall not be obligated to provide or continue services to members if such services are used or otherwise apparently used  in violation of any statues, laws, or ordinances, or are used or otherwise apparently used for any illegal, malicious or improper purpose.  Each member shall pay the amounts owed to the Co-op as and when the same shall become due and payable. Each member shall also be responsible for all costs and expenses incurred by the Co-op for the collection of delinquent accounts or amounts due and owing the Co-op, including attorney’s fees, litigation expenses and costs of collection.  Each delinquent account shall be subject to statutory pre-judgment interest as set forth in C.A. § 47-14-123.  When requested by the Co-op, the member agrees to execute and/or provide any easements or rights-of-way to the Co-op so as to enable the Co-op to provide services to such members or to provide services to other members of the Co-op, on a form to be furnished by the Co-op.

 

SECTION 11. Termination, Expulsion, Withdrawal and Cessation of Membership.

            (a) Any member may voluntarily and unilaterally withdraw from membership upon compliance with such uniform terms and conditions as the Board may prescribe; 

            (b) The membership of any member who has not permitted the installation of telephone and telecommunication services within thirty (30) days after he or she has been notified service is available to him or her, or of a member who has ceased to purchase telephone and telecommunication services from the Co-op, shall be terminated; 

            (c) A member who has refused the Co-op’s request for an easement or right-of-away may or can be subject to termination of his or her membership by resolution of the Board;

            (d) The Board may, by affirmative vote of not less than two-thirds of all Directors, terminate memberships of any member who fails to comply with any of the provisions of the Charter of Incorporation of the Co-op, the Co-op’s Bylaws, or the rules and regulations adopted by the Board;

            (e) The Board may, by affirmative vote of not less then two-thirds of all Directors, expel any member who uses the services of the Co-op to violate any laws, statutes, ordinances or telecommunication rules and regulations of all and every type, kind and nature, or who uses the services in an apparent attempt to violate the same, or who uses the services to commit one or more illegal, malicious or improper acts, or who uses the services in an apparent attempt to commit one or more illegal, malicious or improper acts, or who takes the Co-op equipment used to provide Co-op services and tampers with, alters, interferes with, damages or impairs the equipment, or the member connects equipment to the Co-op’s equipment which adversely impacts the Co-op’s ability to safely, reliably and efficiently operate the Co-op or provide a Co-op service, or who commits an act which creates an eminent hazard or danger to Co-op equipment or the Co-op’s ability to safely, reliably and efficiently operate the Co-op or provide a Co-op service;

            (f) Any expelled member and individuals acting directly or in concert with such terminated and expelled members may be reinstated by vote of the Board, which membership may be denied, in any event, in the discretion of the Board;

            (g) Any member or former member expelled or who has in the past been expelled from the Co-op shall not be eligible for employment by or with the Co-op, nor be eligible to serve as an independent contractor with the Co-op, nor be eligible to enter into contractual arrangements with the Co-op, including professional services contracts, nor be eligible to serve as management or a member of the Co-op, nor be eligible to serve as a Director or Officer of the Co-op;

            (h) Upon the withdrawal, death, cessation of service, termination or expulsion of a member, the membership of such member shall thereupon be cancelled, nullified and voided, and shall so be recorded on the books of the Co-op.  Cancellation of memberships in any manner pursuant to this section shall not release a member or his/her estate from any unpaid bills or debts due the Co-op nor release members from their obligations under these Bylaws or rules and regulations approved by the Board;

            (i) In case of withdrawal, death, cessation of service, termination or expulsion of a membership in any manner pursuant to this section, the Co-op shall repay to the member the amount of any refund due the member; provided, however, that the Co-op shall deduct, from the amount of the refund, all amounts of any outstanding debts or obligations owed by the member to the Co-op and due the Co-op.  In the case of withdrawal, death or cessation of service, the member or the member’s surviving spouse, heirs, executors, administrators, successors or assigns shall, within one year of said withdrawal, death or cessation of service, notify the Co-op of the member’s withdrawal, death or cessation of service.  Failure to provide such notice to the Co-op may, in the discretion of the Board, result in the assessment of costs and expenses incurred by the Co-op necessary to distribute such refunds to the member or the member’s heirs, executors, administrators, successors or assigns and such expenses may be deducted from the amount of the refund along with any outstanding debts or obligations owed by the member.  The Board may, in its discretion, declare inactive memberships dormant and designate such memberships as dormant memberships when such memberships and such member’s accounts are inactive for a period of two years;

 

            (j) Upon the cancellation, expulsion or termination of an existing member to a joint membership, the joint membership shall also be terminated and cancelled, nullified and voided, and any refunds due the joint membership shall be paid as directed in any  Decree or Order dissolving the parties marriage, or, absent such Decrees or Orders, one-half to the husband and one-half to the wife; provided, however, that the Co-op shall deduct, from the amount of the refund, all amounts of any outstanding debts or obligations owed by an existing member or the joint membership to the Co-op and due the Co-op;

            (k) Refunds of membership fees and for advance payments made by members for services not used may be made to any member or personal representative of a member at any time under the conditions prescribed by the Board, the Articles of Incorporation, the Bylaws or contract upon discontinuance of the membership, provided that there are no outstanding debts or obligations owed by the member to the Co-op;

            (l) The termination of membership in any manner shall not release a member or the member’s estate (if the member is a natural person) or the member’s successors (if the member is a firm, association, corporation, or body politic or subdivision) from any debts or obligations due the Co-op, including unpaid bills or accounts.

ARTICLE II

RIGHTS AND LIABILITIES OF CO-OP AND MEMBERS

SECTION 1. Service Obligations of the Co-op.  The Co-op shall use reasonable diligence to furnish adequate and dependable services to its patrons, but it cannot and does not guarantee uninterrupted services, nor will it always be able to provide every service desired by each member.  In many instances, the Co-op no longer provides end-to-end service so the Co-op cannot guarantee many aspects of its business.  The Co-op does not insure, guarantee or warrant that it will provide adequate, continuous or uninterrupted service.  The Co-op is not liable for damages, costs, or expenses, including attorney’s fees or legal expenses, caused by inadequate, non-continuous or interrupted service, unless the damages, costs or expenses are caused by the Co-op’s willful misconduct.  The Co-op’s responsibility and liability for providing a Co-op service terminates upon delivery of the service to a member.  In case of an emergency, or as requested by law enforcement, governmental or emergency officials, the Co-op may interrupt all or certain provisions of the Co-op’s services to its members either as a whole or in particular service areas or to individuals or specified groups of members.

SECTION 2.  Members Pledge.  Members pledge to purchase telephone and telecommunications services from the Co-op to the extent that the Co-op’s services are available to meet the member’s needs and are competitively priced.

SECTION 3.  Fees and Deposits.  Members agree to pay connection, reconnection, facilities extension, construction fees, deposits and tariffs or rates as may be established or required by law, rule or regulation or any rule or policy adopted by the Board, and any costs of collection incurred by the Co-op in conjunction with the collection of such amounts or obligations due the Co-op by the member, including attorney’s fees, litigation expenses and court costs.

SECTION 4.  Member’s Obligation Upon Damage to Co-op Equipment.  A member shall not tamper with, alter, interfere with, damage or impair the Co-op’s equipment.  Except as otherwise provided by the Board, the Co-op rather than the member is the sole owner of all the Co-op’s equipment.  Before and while the member receives services from the Co-op, the member shall insure that any member equipment connected to the Co-op’s system and the connection to the Co-op’s system shall not adversely impact the Co-op’s ability to safely, reliably and efficiently operate the Co-op or to provide a Co-op service.  The member grants the Co-op the right to inspect the member’s equipment and the connection to determine whether the member’s equipment and connection complies with all laws, rules and regulations and these Bylaws or the rules, regulations and policies of the Co-op.  The member grants the Co-op the right to disconnect any member equipment that does not comply with such rules, regulations or laws, these Bylaws, the Co-op’s rules, regulations and policies, or any member equipment that adversely impacts the Co-op’s ability to safely, reliably and efficiently operate the Co-op or provide a Co-op service.  The member is responsible for knowing the concerns, risks and issues associated with operating member equipment and connecting member equipment to Co-op equipment.  The member is liable for damages to and/or the non-performance of the Co-op equipment caused by member equipment, the member’s connection, or the member’s activities.  The member is liable for and must indemnify the Co-op against injury or death to any person, the loss of income by the Co-op not received or accrued because of the connection, or damage to any property caused by or resulting from the member equipment, the member connection, or the member’s activity, including investigation expenses, repair and remedial expenses, litigation expenses, attorney’s fees and court costs incurred by the Co-op.  The member further acknowledges that the Co-op may seek and is entitled to injunctive relief to enjoin or restrict such activities or conduct which violate rules, regulations, laws, these Bylaws, or the rules, regulations and policies of the Co-op.

SECTION 5.  Non-liability for Debts of the Co-op. The private property of the members shall be exempt from execution or other liability for the debts of the Co-op and no member shall be liable or responsible for any debts or liabilities of the Co-op.

SECTION 6.  Cooperation of the Members in the Extension of Services. The cooperation of the members of the Co-op is imperative to the successful, efficient and economical operation of the Co-op. Members who are receiving or who are requesting service shall be deemed to have consented to the reasonable use of their real property to construct, operate, maintain, replace or enlarge infrastructure, including telephone and/or telecommunication apparatuses, overhead or underground lines, all conduit, cables, wires and surface testing terminals, markers and other appurtenances under, through, across, and upon any real property or interest therein owned or leased or controlled by said member for the furnishing of telephone or communication services, or for the furnishing of any and all other services offered by the Co-op and/or provided to said member, or any other member or patron of the Co-op, at no cost to the Co-op. When requested by the Co-op, the member does further agree to provide any easement or right-of-way to the Co-op and execute forms to be furnished by the Co-op for such easements and rights-of-way for services to such members or any other member.  When requested by the Co-op, the member does agree to execute any additional contractual documents deemed by necessary by the Co-op to enable the Co-op to provide service, and provide security deposits or other assurances and sureties required by the Co-op for service.

SECTION 7.  Binding Contract.  The members of the Co-op by dealing with the Co-op acknowledge that the terms and provisions of the Articles of Incorporation of the Co-op and these Bylaws shall both constitute and be a contract between the Co-op and each member, and further, between all members themselves individually.  Both the Co-op and the members are bound by such contract, as fully as though each member individually signed a separate instrument containing such terms and provisions with the Co-op and each of its members.  THE PROVISIONS OF THIS ARTICLE OF THE BYLAWS ARE HEREBY CALLED TO THE ATTENTION OF EACH MEMBER OF THE CO-OP.

SECTION 8.  Dissolution.  Upon dissolution or upon the occurrence of any event whereby services can no longer feasibly be provided, and after all debts and liabilities to the Co-op shall have been paid, all capital furnished through the patronage shall have been retired as provided in these Bylaws, and all membership fees shall have been paid, the remaining property and assets of the Co-op shall be distributed as provided in Articles VIII and IX of these Bylaws.

ARTICLE III

MEETING OF THE MEMBERS

SECTION 1. Annual Meeting. The Annual meeting of the members shall be held on the 4th Thursday in September at a place designated in the notice of the meeting by the Board of Directors in any county served by this Co-op, for the purpose of electing Directors, passing upon reports for the previous fiscal year and transacting such other business as may come before the meeting. If in view of circumstances then existing it should appear to the Board that such date is not suitable and to the best interest of the Co-op, the Board in its sole discretion, may set the Annual Meeting at a more suitable date not to exceed thirty (30) days prior to or thirty (30) days subsequent to the 4th Thursday in September. It shall be the responsibility of the Board to make adequate plans and preparations for the meeting. Failure to hold the Annual Meeting at the designated time shall not work a forfeiture or dissolution of the Co-op.

SECTION 2. Special Meeting. Special meetings of the members may be called by action of the Board, or upon written request to the President signed by any three (3) Directors, or by not less than ten (10%) percent of all the members of the Co-op, 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 shall  be held at the business office and physical plant of the Co-op located at 338 Cumberland Avenue in Pikeville, Bledsoe County, Tennessee, and shall be specified as such in the notice to the members of the Special Meeting.  Absent a natural disaster or catastrophe caused by act of God, act of terrorism or war mandating such, Special Meetings shall not be called nor otherwise authorized for the election of Directors.

SECTION 3.  Special Meeting Upon Initiative By Members.  Notwithstanding any other provision contained herein, any proposition embodied in a petition signed by not less than ten (10%) percent of all the members of the Co-op, together with any documents submitted with such petition to give effect to the proposition, shall be submitted to the members at a special meeting of the members held within 45 days after the presentation of such petition to the Board, or, if the date of the next annual meeting of the members falls within ninety (90) days after such presentation or if the petition so requests, at the annual meeting.  The approval of the Board shall not be required in respect of any proposition or document submitted to the members pursuant to this Section and approved by the members, but such proposition or document shall be subject to all other applicable provisions of laws, rules, regulations, these Bylaws, or the rules, regulations and policies of the Board.

SECTION 4.  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 five (5) days nor more than twenty (20) days before the date of the meeting, either personally, by mail, or via newspapers of general circulation published in Bledsoe County, Tennessee, and Sequatchie County, Tennessee, by or at the discretion 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 the address appearing on the records of the Co-op, with postage thereon prepaid. The incidental or unintended 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 5.  Emergency Meetings.  When required due to natural disasters or catastrophes caused by acts of God, terrorism, or war, or due to any financial and economic exigency that affects the immediate solvency and viability of the Co-op or the ability of the Co-op to provide all or a portion of the services offered to its members and patrons, emergency meetings of the members may be called by resolution of the Board or upon a written request signed by any four Directors, by the President, or by twenty (20%) percent of all the members, and it shall thereupon be the duty of the Secretary, or upon a default in duty by the Secretary, by the persons calling the Meeting, to deliver notice of the meeting via posting in public locations, radio and television and the broadcast media, and through e-mail and electronic notice (if available), at the discretion of the Secretary, and not less than twenty-four (24) hours and at the earliest practical date and hour thereafter available to the Board or Members, at such places as may be designated in said notice, within any County that is served by the Co-op, if possible, and, if not, at such a place most convenient and accessible for the meeting.

SECTION 6. Quorum. Business may not be transacted at any meeting of the members unless there are present in person at least fifty (50) members or two (2%) percent of the members present in person, whichever shall be the lesser, shall constitute a quorum. If less than a quorum is present at any meeting, a majority of these present in person may adjourn the meeting from time to time without further notice.

SECTION 7.  Voting. Each member shall be entitled to only one vote upon each matter submitted to a vote at a meeting of the members. Cumulative voting, pooling of votes available to a member and the use of such votes for voting upon one issue, or the pooling of votes available to members for voting upon issues and used for voting upon a single issue, are not permitted.  All issues with respect to voting shall be governed according to the latest edition of the Rules of Order used by the Co-op unless otherwise specified herein, by law, or by the Articles of Incorporation. Voting by members other than members who are natural persons shall be allowed upon presentation to the Co-op, prior to each member meeting, satisfactory written and documentary evidence entitling the person presenting the same to vote, and, to the extent feasible, consistent with the Membership application and affidavit described in Article I(f) above.  In as much as body politics, governmental entities or political subdivisions thereof, are representative bodies and organized by the people and for  the people, such entities shall acquire no voting rights by virtue of membership in the Co-op or the acceptance of such organization’s membership by the Co-op.  To the extent feasible, issues applicable to the right to vote a membership for members other than members who are natural persons and/or determinations of a body politic/governmental entity membership status shall be resolved by the general manager and general counsel for the Co-op, and in the discretion of the manager and counsel, and such decisions shall be final.  Any person seeking authority to vote as a representative of such a member shall have an affirmative duty to present appropriate evidence reflecting his or her authority to act for the member.  All questions, except those involving multiple choice issues or determinations, 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. Multiple choice issues or determinations shall be decided by a plurality vote. In the election of the Directors, a voice vote may be permitted if there is no competition for the seat or seats to be filled.

SECTION 8.  Proxies.  Voting by proxy is prohibited on any matters submitted to a vote by the members or at a meeting of the members.

SECTION 9.  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 or as otherwise determined by the President when, in his discretion, changes or amendments in the order of business will permit a more efficient and orderly transaction of the matters to be determined by the members:

  1. Report on the number of members present in order to determine the existence of a quorum.
  2. Reading of the notice of the meeting and proof of the due publication or mailing thereof, or the waiver of waivers of notice of the meeting, as the case may be.
  3. Reading of the unapproved minutes of previous meetings of the members and the taking of necessary action thereon.
  4. Presentation and consideration of reports of officers, Directors, and Directors.
  5. Election of Directors.
  6. Unfinished business.
  7. New business.
  8. Adjournment.

 

SECTION 10.  Roberts Rules of Order. All annual, special and emergency meetings of the members shall be conducted in accordance with the procedures set forth in Roberts Rules of Order.

ARTICLE IV

DIRECTORS

SECTION 1. General Powers. The business and affairs of the Co-op shall be managed by a Board of Directors consisting of seven (7) members who are natural persons and who are eligible and qualified to serve as a Director in accordance with Section 3 of this Article.  The Board of Directors shall exercise all of the powers of the Co-op except such as are by law, the Charter of Incorporation, or these Bylaws, conferred upon or reserved to the members.  The general powers of the Directors shall include management of the business and affairs of the Co-op, authority to borrow and incur short term and long term debt and obligations for the Co-op, authority to pledge properties to secure such obligations, and authority to buy, sell, lease or exchange real and personal property, and authority to contract for and on behalf of the Co-op.

SECTION 2. Election and Tenure of Office. At each Annual Meeting of the members, beginning with the year 1965, the seven (7) Directors shall be divided into three (3) classes to be composed of 3-2-2 Directors with the term of office of the three Directors of the first class to expire at the next succeeding Annual Meeting, and the term of the second class to expire at the second succeeding Annual Meeting, and the term of the third class to expire at the end of the third succeeding Annual Meeting. At each Annual Meeting beginning with the year 1966, three (3) or two (2) Directors shall be elected to hold office for three (3) years, or until the third succeeding Annual Meeting, or until their successors shall have been elected and shall have qualified.

The first class of Directors shall be composed of two (2) persons who are residents of the geographical area termed REA Project 548-A and one (1) person who is a resident of the geographical area termed REA Project 548-B. The second class of Directors shall be composed of one (1) person who is a resident of geographical area termed REA Project 548-A and one (1) person who is a resident to that geographical area termed REA Project 548-B. The third class of Directors shall be composed of one (1) person who is a resident of that geographical area termed REA Project 548-A and one (1) person who is a resident of that geographical area termed REA Project 548-B.  For the purpose of this Article, the term “who are residents of the geographical area termed REA Project 548-A” shall mean members who are natural persons that reside at a premises wherein telephone and telecommunication services are provided by the Co-op in the counties of Bledsoe, Cumberland, Van Buren and Hamilton.  For the purpose of this Article, the term “who are residents of the geographical area termed REA Project 548-B” shall mean members who are natural persons that reside at a premises wherein telephone and telecommunication services are provided by the Co-op in the county of Sequatchie. 

The Directors, classified as aforesaid shall be elected by ballot, or voice vote if there is no competition, by and from the members, to serve as hereinabove provided, or until their successor or successors shall have been elected and shall have qualified, subject to provision of the Bylaws with reference to removal of Directors.  The term of office for Directors so elected who are not incumbents or re-incumbent Directors shall commence on the date of the first regular meeting of the Board of Directors conducted after the date of the annual meeting and held on a date other than the date of the annual meeting.

Any Director who removes himself from that geographical area from which he had been elected shall forfeit his rights to the office of Director and such removal shall constitute a vacancy on the Board of Directors, and such vacancy shall be filled in the manner provided in Section 6 of this Article.

SECTION 3. Qualifications.  No person shall become eligible to serve as a Director of the Co-op who:

            (a)        is not a member of the Co-op and has not been a member of the Co-op for one complete year before his or her nomination, election or appointment as a Director;

            (b)       is not presently residing and whose primary residence is not presently in the geographical areas defined in Section 2 (or as amended in the future) served by the Co-op;

            (c)        is not a United States citizen;

            (d)       is an employee of the Co-op;

            (e)        is an independent contractor with the Co-op or is either a member of management, an officer, a Director, or a member of an entity contracting with the Co-op;

            (f)        is a professional service provider for the Co-op;

            (g)       is an employee, a member of management, or an officer or Director of a telecommunications company, telecommunications entity or telecommunications cooperative, or an entity deriving a substantial portion of its revenues from the sale of telecommunication services or from the providing of telecommunication services;

            (h)       is an employee, a member of management, or an officer or Director of an entity, company or cooperative deriving a substantial portion of its revenues from the sale of electrical services or from the providing of electrical services;

            (I)        is an employee, a member of management, or an officer or Director of an entity, company or cooperative deriving a substantial portion of its revenues from the sale of utilities including natural gas or water or from the providing of such  utilities;

            (j)        is a former employee of the Co-op or a former employee, officer or Director of an entity, company or cooperative described in paragraphs (e) through (I) (inclusive) above;

            (k)       is any individual related to such persons identified in subparagraphs (d) through (j) (inclusive) above, by consanguinity or affinity to the second degree or less (that is, a person who is either a spouse, child, grandparent, parent, brother, sister, by blood or in-law of the principal);

            (l)        is a convicted felon or an individual convicted of a crime of dishonesty or moral turpitude, regardless of whether the individual has been pardoned, the conviction has been set aside, the conviction has been expunged, or the individual has had his or her rights restored;

            (m)      is a person who has previously been expelled as a member of the Co-op or a person who is otherwise disqualified to become a member, or any person who is related by consanguinity or affinity to the second degree or less, as defined herein, to such expelled members;

            (n)       has pending felony criminal charges or pending criminal charges of dishonesty or moral turpitude.

            No incumbent Director shall lose eligibility to remain a Director or to be a re-incumbent Director because of a marriage to which he or she was not a party or because of the subsequent employment or association with the Co-op of a person related to the Director by consanguinity or affinity to the second degree or less; neither shall an employee lose eligibility to continue in the employment of the Co-op if he or she becomes a relative of the Director because of a marriage to which he or she was not a party.

            To remain a Director following his or her election or appointment and/or be eligible for re-election, the Director must personally attend or participate in such meetings or as provided for in Article V, Section 3 of these Bylaws two-thirds (2/3) or more of the regular meetings during each twelve-month period of his or her term of office, beginning with the month of his or her election or the initial month of his or her term of office.  Upon establishment of the fact that a Director is in violation of any of the provisions of this Section, that office shall be deemed vacant unless the Board, in its discretion, determines that extraordinary circumstances exist or existed within said twelve-month period which excused the Director’s absences.

            Nothing in this Section shall affect in any manner whatsoever the validity of any action taken at any meetings of the Board.

SECTION 4.  Nominations.  Beginning with the year 1965, it shall be the duty of the Board of Directors to appoint, not less than thirty (30) days or more than seventy-five (75) days before the meeting date of the members, at which Board members are to be elected, a Committee on Credentials, Qualifications and Nominations, consisting of not less than three (3) nor more than five (5) members who shall reside in and be selected from different geographic areas so as to ensure equitable representation. At least one (1) member of the Committee shall reside in and be selected from each geographic area where a Director is to be elected.  No member of the Board, relative of a Board member, relative of management or relative of an employee of the Co-op, related by consanguinity or affinity to the second degree or less as heretofore defined may serve on such Committee.  Directors to whose position are a portion of the class to be filled at such upcoming election shall abstain from participating in or voting upon the nominee of the members to the Committee on Credentials, Qualifications and Nominations from his or her geographic area.  Members of the Committee on Credentials, Qualifications and Nominations shall be compensated for each day of their services in an amount equal to the compensation then being paid to Directors for the Directors’ attendance at Board meetings.  Members of the Committee on Credentials, Qualifications and Nominations shall also be paid mileage at the standard IRS rate for travel to and from meetings of the Committee.  The Committee, keeping in mind the principle of equitable representation, shall prepare and deliver to the Secretary and the Secretary shall post at the principal office of the Co-op at least twenty (20) days before the meeting, a list of nominations for Board members which shall include the nominee for each Board position the Committee deems desirable.  No member of the Committee on Credentials, Qualifications and Nominations may nominate a candidate for Director who is related to the nominating Committee member by consanguinity or affinity to the second degree or less as defined herein.  The number of persons to be nominated by the Committee shall not exceed the number of Directors to be elected from each class.

            Any twenty-five (25) or more members acting together may make other nominations by petition and deliver such nominations to the principal office of the Co-op at 338 Cumberland Avenue, Pikeville, Tennessee, during regular business house of the Co-op, not more than thirty (30) days and not less than fifteen (15)  days prior to the meeting, and, subject to review by the Committee on Credentials, Qualifications and Nominations as hereinafter set forth, the Secretary shall post such nominations at the same place where the list of nominations made by the Director is posted. The Petition shall affirmatively set forth the qualifications of any candidates nominated by petition and shall further affirmatively demonstrate that the candidates meet the qualifications described in Section 3 above.  Such members submitting nominations by petition must then presently reside in the geographic area where the Director is to be elected and must have resided in said geographic area for a period of one year preceding the nomination, and cannot submit a nomination by Petition for a candidate in a geographic area located other than within the area of the nominating member’s residence.  The Committee on Credentials, Qualifications and Nominations shall then review all such petitions to confirm that the members submitting such petitions are members in good standing and that the candidates submitted for nomination by the petition meet all qualifications to serve as a Director as defined and established by these Bylaws and the Committee shall be responsible for insuring that the qualifications set forth in these Bylaws have been fulfilled.  The Committee on Credentials, Qualifications and Nominations may utilize the General Manager and General Counsel of the Co-op for assistance in this process.  The Committee on Credentials, Qualifications and Nominations shall submit its report on such nominations by petition at least ten (10) days prior to the meeting to the Secretary, and the Secretary shall post such nominations confirmed by the Committee on Credentials, Qualifications and Nominations at the same place with the list of nominations made by the Director at least ten (10) days prior to the meeting.  Such candidates nominated by petition and then confirmed by the Committee on Credentials, Qualifications and Nominations shall appear on the ballot with the candidates nominated by the Committee.   The notice then posted by the Secretary shall identify the candidates nominated by the Committee and the candidates nominated by petition, and identify the method of nomination.  The Secretary shall be responsible for mailing with a Notice of the Meeting, or separately, but at least ten (10) days before the date of the meeting, a statement of the number of Board members to be elected and the names and addresses of the candidates nominated by the Committee or nominated by petition and confirmed by the Committee.

SECTION 5.  Voting Procedures and Conduct of Election.  The ballot to be used at the election shall be distributed on the day of the annual meeting and shall list the names of the candidates nominated by the Committee on Credentials, Qualifications and Nominations and the names of the candidates nominated by petition and confirmed by the Committee. Ballots distributed to the members shall be numbered and such ballots shall only be distributed to members with voting privileges.  The ballot shall consist of an attached or perforated stub which shall be removed from the ballot by a member of the Committee on Credentials, Qualifications and Nominations when the ballot is physically deposited in the ballot box.  No member shall be required to sign the ballot or otherwise execute any documents or instruments which would enable the ballot or the vote or votes cast by the member to be traced to the voting member.

In any contested Director’s election, members shall be directed to one or more ballot boxes which shall be maintained and secured by members of the Committee on Credentials, Qualifications and Nominations.  In such contested Director’s elections, the voting shall begin at 7:30 a.m. on the date of the annual meeting and at the time specified in the notice for call of the election set forth in the notice of meeting mailed by the Secretary, and continue through 10:30 a.m., at which time the President and/or General Counsel for the Co-op shall declare the election concluded and voting shall then cease.  Should all Directors’ positions subject to election at the annual meeting for areas REA 548-A and REA 548-B be uncontested and subject to vote by motion of the members via voice acclamation, ballots shall not be used nor distributed to the members and the candidates for such uncontested positions shall be identified on the posting by the Secretary and in the Notice of the Meeting mailed to the members by the Secretary, and the voting for these uncontested positions shall take place at the time identified on the annual meeting agenda for election of Directors.

Following the call for voting to cease by the President or General Counsel at the time set forth on the annual meeting agenda, the ballot boxes will be collected and secured by the members of the Committee on Credentials, Qualifications and Nominations.  This Committee, with General Counsel for the Co-op, shall then retire and tabulate all votes contained in the ballots.  Any altered ballots, or ballots which are determined to be fraudulent, or ballots which are determined to be submitted in violation of the Bylaws, or incomplete ballots or illegible ballots wherein the voting member’s intention cannot be ascertained by the Committee, shall not be considered.  The Committee shall then announce the results of the contested election before the annual meeting is adjourned.

In such contested elections, candidates for the Director or Director’s positions and/or those acting on behalf of the candidates cannot campaign nor solicit on any facilities of the Co-op on the day and date of the annual meeting, nor at any gates or entrances to the area where the annual meeting is conducted, nor within twenty-five (25′) feet of any gates or entrances to the area where the annual meeting is conducted.

Any and all questions or disputes regarding (a) qualifications of a member or members to vote, (b) the procedures or conduct of the election, or (c) the conduct of a candidate or candidates or those acting on the candidate’s or candidates’ behalf, shall be resolved by a majority vote of the Committee on Credentials, Qualifications and Nominations, and the Committee’s decision shall be final.

Following the tabulation of votes and the conclusion of the annual meeting, all ballot boxes containing ballots submitted at the annual meeting shall be sealed and retained in a secure area of the Co-op for a period of three (3) years from and after the annual meeting wherein a contested Director’s election was conducted, and said ballot boxes shall not be opened, entered or otherwise inspected unless a written request is submitted by a member and then only in the presence of the Committee on Credentials, Qualifications and Nominations last selected for the election of Directors, closest in time to the request.  Such inspection or review shall take place upon reasonable notice and at such times and hours designated by the Committee.

SECTION 6.  Contests of Elections.  Any protest or objection concerning any election must be filed within ten (10) calendar days following the adjournment of the meeting in which the voting is conducted at the principal office of the Co-op at 338 Cumberland Avenue, Pikeville, Tennessee, during regular business hours of the Co-op.  The Committee on Credentials, Qualifications and Nominations shall thereupon be reconvened, at a date not less than fifteen (15) days nor more than thirty (30) days from the date the protest or objection is filed to conduct a hearing in furtherance of the protest or objection.  Only an unsuccessful candidate for the Director’s position may contest the outcome of an election.  The unsuccessful candidate contesting the election shall serve notice of the protest and objection upon the successful candidate.  The hearing conducted by the Committee shall not be held less than ten (10) days after service of the protest and objection upon the successful candidate.  The Committee shall hear such evidence as presented by the protestor(s) or objector(s), who may be heard in person, by counsel, or both, and any opposing evidence including evidence from the successful candidate(s), who may also be heard in person, by counsel, or both.  The Committee shall utilize General Counsel of the Co-op to advise the Committee on procedural, evidentiary or legal issues which may arise or otherwise be applicable to such hearings.  The Committee shall then retire and deliberate and render its decision after such hearing by a vote of a majority of those Committee members present and conducting the hearing, the results of which may be to affirm the election, to change the outcome thereof, or to set the election aside.  Membership records or other documents maintained by the Co-op shall be available to the Committee for review in such hearings.  Deliberations of the Committee shall take place in private with, however, the assistance of General Counsel, if so requested by the Committee.  Any judicial review of the Committee’s decision shall be filed within fifteen (15) days of the Committee’s decision with the Circuit/Criminal Court of Bledsoe County through a Petition for Certiorari for a determination as to whether the Committee exceeded its jurisdiction provided for herein or acted illegally, arbitrarily or fraudulently.

SECTION 7.  Death of Nominee.  In the event an incumbent Director is renominated by the Committee on Credentials, Qualifications and Nominations as set forth herein and dies or otherwise suffers a catastrophic injury or illness within ten (10) days of the annual meeting and after the posting of his or her nomination by the Secretary, and the members have not submitted a nomination by petition for this Director’s position, then his or her position will be deemed vacant and filled by the affirmative vote of a majority of the remaining board members within sixty (60) days after the death of the incumbent Director or the incumbent Director’s catastrophic illness.  The member so appointed by the remaining Board members to serve as Director shall serve until the next annual meeting of the members, whereupon the remaining unexpired portion of the term shall then be filled by the members at the annual meeting.  The member so appointed by the remaining Board members to serve as Director may be a candidate to fill the unexpired term at the election to be conducted at the annual meeting provided that said member/Director so appointed is nominated by the Committee on Credentials, Qualifications and Nominations or by petition of the members.  Such member appointed by the remaining members of the Board to serve as a Director must reside in the same geographical area of the vacant directorship and have the same qualifications for office as set forth in Section 3 above. 

            In the event an incumbent Director is renominated by the Committee on Credentials, Qualifications and Nominations as set forth herein and dies or otherwise suffers a catastrophic injury or illness within ten (10) days of the annual meeting and after the posting of his or her nomination by the Secretary, and the members have submitted one or more nominations by petition and such nomination or nominations have been approved by the Committee, the election shall proceed at the annual meeting on the nominee or nominees presented by petition of the members.

            In the event an incumbent Director renominated by the Committee on Credentials, Qualifications and Nominations or a non-incumbent member nominated by the Committee dies or suffers a catastrophic illness or injury more than ten (10) days prior to the annual meeting, the Committee may reconvene and submit a substitute list of nominations, which shall include the nominee for each Board position the Committee deems desirable, provided that a sufficient number of days then exist so as to allow the Committee to report and submit its substitute list of nominations at least ten (10) days prior to the annual meeting.

            Each member of the Co-op present in person at the meeting with voting privileges as provided for in these bylaws shall be entitled to vote for one candidate for each position from which a Director is to be elected or on any issue before the meeting.  The candidate for each position for which a Director is to be elected receiving a plurality of votes cast for that office at such meeting shall be declared elected as a Director. Failure of an election for a given year shall allow the incumbent Directors whose directorships would have been voted on to hold over only until the next member meeting at which a quorum is present.

SECTION 8.  Removal of Directors by Members.  Any member may bring charges against a Director for removal for cause, by filing with the Secretary such charges in writing together with a petition signed by at least ten (10%) percent of the members, or two hundred (200) members, whichever is the lesser, and request the removal of such Director by reason thereof. Such charges that may constitute cause for his/her removal shall include past or ongoing acts or omissions which detrimentally impact the viability, solvency or value of the Co-op or the assets of the Co-op, or acts of omissions which affect the ability of the Co-op to provide services to it’s members, or the conviction of the Director of  a criminal felony offense, or the conviction of the Director of a criminal offense of dishonesty or moral turpitude, or the commission of a felony or an act of dishonesty or an act of moral turpitude by the Director while acting for and on behalf of the Co-op, or the commission of such acts by the Director against the Co-op, other Directors, employees, management, Committees authorized and created by the Board or management, or agents of the Co-op.  Such Director shall be informed in writing of the charges at least ten (10) days prior to the meeting of the members at which the charges are to be considered, and shall have an opportunity at the meeting to be heard in person or by counsel and to present evidence in respect of the charges and the person or person bringing the charges against him shall have the same opportunity.  At the meeting of the members at which the charges are to be considered, an Administrative Law Judge engaged by general counsel of the Co-op shall preside over and conduct the hearing and rule upon evidentiary and procedural issues and charge or instruct the members with the applicable law and their duties under these Bylaws.   The question of the removal of such Director shall then be considered and voted upon at this meeting of the members, and any vacancy created by such removal shall be filled by the affirmative vote of a majority of the remaining board members for the unexpired portion of the term, without compliance with the foregoing provision with respect to nominations. No Director shall be removed from office unless by a vote of two-thirds (2/3) of the members present.

            A Director may resign at any time by written notice delivered to the Board of Directors, the President or Secretary of the Co-op. A resignation is effective when the notice is delivered unless the notice specifies a future date. The pending vacancy may be filled before the effective date, but the successor shall not take office until the effective date.

SECTION 9. Vacancies.  A vacancy occurring in the Board other than such vacancies occurring within ten (10) days of the annual meeting as set forth in Section 4 above shall be filled by the affirmative vote of a majority of the remaining Board members 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. However, any successor, whether chosen by the Board or the members, must reside in the same geographical area as the vacant directorship and have the same qualifications for office as set forth in Section 3 above.

SECTION 10.  Compensation.  Board member shall, as determined by resolution of the Board, receive a fixed sum for each day or portion thereof spent on Co-op business, such as attendance of meetings, conferences, and training programs, or performing Director assignments when authorized by the Board. If authorized by the Board, Board members may also be reimbursed for expenses actually and necessarily incurred in carrying out such Co-op business or granted a reasonable per diem allowance by the Board in lieu of detailed accounting for some of these expenses. Board members who elect to participate and their spouses and dependents may be extended various forms of liability, accident, life, medical, dental and vision insurance as well as benefits based on salary. No Board member shall receive compensation for serving the Co-op in any other capacity, nor shall any close relative of the Board member receive compensation for serving the Co-op, unless the payment and amount of compensation shall be specifically authorized by a vote of the members or the service by the Board member or the close relative shall have been certified by the Board as an emergency measure. For purpose of this section, “close relative” includes grandparents, parents, husband, wife, child, grandchild, brother, sister, by blood, by marriage, or by adoption, and spouses of any of the foregoing. The written policy adopted by the Board on nepotism shall also govern here.

SECTION 11.  Rules, Regulations, Rate Schedules and Contracts.  The Board of Directors shall have power to make, adopt, amend, abolish and promulgate such rules, regulation, rate classifications, rate schedules, contracts, security deposits or any other types of deposits, payment or charges, including contributions in aid of construction, not inconsistent with law or the Certificate of Incorporation or Bylaws, as it may deem advisable for the management, administration and regulation of submitted for any appropriate governmental-regulatory approval. Further, the Board of Directors may constitute itself into Directors for the purpose of studying and making recommendations to the full Board in the course of its decisional processes.  The Board of Directors shall have the power and authority to employee or engage such financial advisors, accountants, economists, brokers, attorneys, and other professionals as the Board deems necessary for the operation and the advancement of the business of the Co-op.

SECTION 12.  Accounting Systems and Reports.  The Board of Directors shall cause to be established and maintained a complete accounting system of the Co-op’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 Co-op’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, unless such reports are unavailable due to factors beyond the control of the Co-op or the Co-op’s accountants and auditors.  Such reports, however, shall then be made available for review by any member upon request at the Co-op’s principal office located at 338 Cumberland Avenue, Pikeville, Bledsoe County, Tennessee, upon receipt by the Co-op of such reports. The Board may authorize special audits, complete or partial, at any time and for any specified period of time.

ARTICLE V

MEETINGS OF DIRECTORS

SECTION 1. Regular Meetings. A regular meeting of the Board may be held without notice, immediately after, and at the same place as, the Annual Meeting of the members if this is deemed convenient by a majority of the Board as constituted after the Annual Meeting. A regular meeting of the Board shall also be held monthly at such time and place as designated by the Board. Such regular meetings may be held without notice other than such resolution fixing the time and place thereof. A minimum of at least ten (10) regular meetings shall be held each year.

SECTION 2. Special Meetings. Special meetings of the Board may be called by the President or by any four (4) Board members, 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 Board members calling the meeting shall fix the time and place for the holding of the meeting.

SECTION 3. Participation at Meetings. Unless specifically prohibited by law, meetings, regular or special, may be conducted through the use of conference telephone or other communications equipment by means of which any and all persons directly participating in the meetings can communicate with each other. Such participation will constitute attendance and presence in person at the meeting of all persons so participating.

SECTION 4. Notice of Directors’ Meetings.  Unless the time and place and regular meetings are established by resolution as set forth in Article V, Section 1 of these Bylaws, written notice of the time, place, or telecommunications conference event, of regular meetings of the Board shall be delivered to each Board member personally or by mail, or at the direction of the Secretary, or upon default in duty by the Secretary, by the President or one of the Board members calling the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail, addressed to the Board member at his address as it appear on the records of the Co-op, with first-class postage thereon prepaid, at least three (3) days before the date set for the meeting.  Notice of the time, place and purpose for Special Meetings may be in writing as set forth herein or by oral communication with each Board member directly or via telephone or electronic communications, at least three (3) days before the date set for the meeting.

SECTION 5.  Emergency Meetings.  When required due to natural disasters or catastrophes caused by acts of God, terrorism, or war, or due to any financial and economic exigency that affects the immediate solvency and viability of the Co-op or the ability of the Co-op to provide all or a portion of the services offered to its members and patrons, emergency meetings of the Directors may be called upon written request signed by any four Directors, by the President, or by the General Manager, and it shall thereupon be the duty of the Secretary, or upon a default in the duty of the Secretary, by the persons calling the Meeting, to deliver notice of the meeting to each Board member personally, by telephone, or through e-mail or other electronic notices (if available) and not less than twenty-four (24) hours and at the earliest practical time and hour thereafter available to the Board, at such places as may be designated in said notice, within any County that is served by the Co-op, if possible, and, if not, at such places convenient and accessible for the meeting.

SECTION 6. 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 in person or via teleconference, a majority of the Board present may adjourn the meeting from time to time; and provided further, that the Secretary shall notify any absent Board members of the time and place of such adjourned meeting. The act of a majority of the Board members present in person or via teleconference and voting at a meeting at which a quorum is present shall be the act of the Board, except as otherwise provided in these Bylaws or by the parliamentary procedure or special rules adopted by the Co-op. Board members may not vote by proxy at regular or Special Board Meetings.

SECTION 7.  Members Attendance at Meetings.  Any member or members may attend the regular or special called meetings of the Cooperative’s Board of Directors for the purpose or purposes of addressing one or more issues of interest or concern to the member or members, or for the purpose of requesting records material to the members’ inquiry that are not protected or privileged by federal or state law or regulations.

            Such member or members shall notify either the President, the Secretary or the General Manager of his, her or their interest to attend such meeting or meetings, the issue or inquiry to be presented to the Board of Directors, and/or identify such requested records fifteen (15) or more days prior to the meeting or meetings, so as to permit the members’ areas of concern to be placed on the agenda.

SECTION 8.  Roberts Rules of Order.  Regular meetings, special meetings and emergency meetings of the Board of Directors shall be conducted in accordance with the procedures set forth in Roberts Rules of Order.

ARTICLE VI

OFFICERS

SECTION 1. Number of Titles. The offices of the Co-op 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 held by the same person.

 

SECTION 2. Election and Term of Office. The officers shall be elected annually by and from the Board at the first meeting of the Board held after or at the conclusion of the Annual Meeting of the members. If the election of officers is not be held at a meeting conducted at the conclusion of the annual meeting of the members, such election shall be held at the next regular monthly meeting of the Board. Each officer shall hold office until a successor has or shall have been elected by the Board.

            Except as otherwise provided in these Bylaws, a vacancy in any office shall be filled by the Board for the unexpired portion of the term.

SECTION 3. Removal of Officers by Directors.  An officer or agent elected or appointed by the Board may be removed by the Board whenever, in its judgment, the best interest of the Co-op will be served thereby.

 

SECTION 4. President. The President shall be the Chairman of the Board of Directors and:

  • Be the principal executive officer of the corporation and, unless otherwise determined by the Board, shall preside at all meetings of the members and the Board;
  • Sign any deeds, mortgages, deeds of trust, notes, bonds, contracts, or other instruments authorized by the Board to be executed, except in cases in which the signing and execution thereof shall be expressly delegated by the Board or by these Bylaws to some other officer or agent of the Co-op, or shall be required by law to be otherwise signed or executed; and
  • 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. The Vice President shall be the Vice Chairman of the Board of Directors and in the absence of the President, or in the event of his inability or refusal to act, the Vice President shall perform the duties of the President, and when so action, shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall also perform such other duties as from time to time may be assigned to him by the Board.

 

SECTION 6. Secretary. The Secretary shall be responsible for:

  • Keeping the minutes of the meetings of the members and of the Board in books prepared for that purpose;
  • Seeing that all notices are duly given in accordance with these Bylaws or as required by law;
  • The safekeeping of the corporate books and records and the Seal of the Cooperative;

            (d)       affixing the Seal of the Cooperative to all documents, the execution of which on behalf of the Co-op under its seal is duly authorized in accordance with the provision of these Bylaws;

(e)        Safekeeping of a record of the names and post office addresses of all members; provided, however, that the Secretary shall have the authority, with the approval of the Board, to delegate to the General Manager the authority to appoint employees of the Co-op to actually carry out the responsibilities set forth in this Section;

(f)        Keeping on file at all times a complete copy of the Articles of Incorporation and Bylaws of the Co-op containing all amendments thereto and at the expense of the Co-op, furnishing a copy of these Bylaws and of all amendments thereto to each member; provided, however, that the Secretary shall have the authority, with the approval of the Board, to delegate to the General Manager the authority to appoint employees of the co-op to actually carry out the responsibilities set forth in this Section; and

(g)       In general performing all duties incident to the Office of Secretary and such other duties as from time to time may be assigned to him or her by the Board.

SECTION 7. Treasurer. The Treasurer shall be responsible for:

(a)        Custody of all funds and securities of the Co-op;

(b)       The receipt of an the issuance of receipts for all monies due and payable to the Co-op and for the deposit of all such monies in the name of the Co-op in such financial institutions as shall be selected in accordance with the provisions of theses Bylaws; provided, however, that the Treasurer shall have authority, with the approval of the Board, to delegate to the General Manager the authority to appoint employees of the Co-op to actually carry out the responsibilities set forth in this Section; and

 (c)       The general performance of all the duties incident to the Office of Treasurer and such other duties as from time to time may be assigned to him/her by the Board; provided, however, with respect to the duties and responsibilities of the Treasurer, the Co-op shall indemnify and hold the Treasurer harmless against any and all losses, claims, and/or damages which may be asserted against the Treasurer, in his/her official capacity, unless such claim is a result of an act personally committed or omitted by the Treasurer resulting in loss to the Co-op.

SECTION 8. General Manager. The Board shall appoint a General Manager, who may be, but who shall not be required to be, a member of the Co-op. The General Manager shall perform such duties as the Board may from time to time require and shall have authority as the Board may from time to time vest in him.

SECTION 9. Bonds. The Board shall require the Treasurer and any other officer, agent, or employee of the Co-op charged with responsibility for the custody of any of its funds or property to give bond in such sum and with such  surety as the Board shall determine. The Board, in its discretion, may also require any other officer, agent or employee of the Co-op to give bond in such amount and with such surety as it shall determine. The costs of all such bonds shall be bore by the Co-op.

SECTION 10. Compensation. The powers, duties and compensation of officers, agents and employees shall be fixed or approved by the Board, subject to the provisions of these Bylaws with respect to close relatives of Directors, set forth in Article IV of these Bylaws.

SECTION 11. Reports. The officers of the Co-op shall submit at each Annual Meeting of the members reports covering the business of the Co-op for the previous fiscal year. Such reports shall set forth the condition of the Co-op at the close of each fiscal year.  Such reports as submitted may be delivered at the Annual Meeting of the members to the members by the President or the General Manager.                 

ARTICLE VII

INDEMNIFICATION OF OFFICERS,

BOARD MEMBERS, EMPLOYEES AND AGENTS

SECTION 1. Scope of Indemnification. The Co-op may indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by, or in the right of the Co-op) by reason of the fact that such person is or was a Board member, officer, employee, member of any Director authorized or created by the Board or management, or agent of the Co-op against expenses, (including attorney’s fees and litigation or claim expenses), adjustments, fines, and amounts paid in settlement or otherwise actually and reasonably incurred by such person in connection with such action, suit, or proceeding; provided such person acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, the best interests of the Co-op, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct of such person was unlawful and is exonerated and acquitted of such alleged criminal conduct.  Any plea of guilty or plea of nolo contendere to the offense or a lesser included offense, a pardon following a conviction, a diversion and subsequent dismissal and expungement, or like disposition, shall not work as an acquittal or exoneration sufficient to warrant indemnification of the person as described herein.

SECTION 2. Indemnification for Good Faith Action. The Co-op may indemnify any person who was or is a party, or is threatened to be made a party to, any threatened, pending, or completed action or suit by, or in the right of, the Co-op to procure a judgment, the Co-op to procure a judgement in its favor by reason of the fact that such person is, or was, a Board member, officer, employee, member of any Director authorized or created by the Board or management, or agent of the Co-op, against expenses (including attorney’s fees, litigation and claim expenses) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, if such person acted in good faith, and in a manner such person reasonably believed to be in, or not opposed to, the best interest of the Co-op. No indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be guilty of intentional misconduct, gross negligence, reckless conduct or adjudged negligent or guilty of misconduct in general in the performance of the duty of such person to the Co-op, except as provided for in Section 3 below, and in the discretion of the Board.

SECTION 3. Amount of Indemnification. Any indemnification under the foregoing sections may be made by the Co-op on a specific case by case basis, and upon a determination that indemnification of the Board member, officer, employee, member of any Director authorized or created by the Board or management, or agent is proper under the circumstances because such person has met the applicable standard of conduct set forth in the foregoing sections.  Such determination shall be made:

(1)       By the Board by a majority vote of a quorum consisting of Board members who were not parties to such action, suit, or proceeding; or

(2)       If such a quorum is not obtainable, or if obtainable, if a quorum of disinterested Board members so directs, by independent legal counsel engaged by the Co-op’s General Counsel and with the concurrence of the Co-op’s General Counsel.

SECTION 4.  Expenses Advanced. Expenses incurred in defending a civil or criminal action, suit, or proceeding may be paid by the Co-op in advance of the final disposition of such action, suit, or proceeding, as authorized by the Board in the specific case, only upon receipt of a firm commitment by or on behalf of the Board member, officer, employee, member of a Director authorized and created by the Board or management, or agent to repay such amount, and the execution of a written repayment agreement under such terms and with such security as the Board deems appropriate, unless it shall ultimately be determined that he is entitled to be indemnified by the Co-op as authorized in this Article.

SECTION 5.  Rights of Persons Indemnified. The indemnification provided by this Article shall not be deemed exclusive of any other provisions for which those seeking indemnification may be entitled under any Bylaw, agreement, vote of members or disinterested Board members, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Board member, officer, employee, or agent, and shall inure to the benefit of the heirs, executors and administrators of such a person.

SECTION 6.  Insurance Coverage. The Co-op may purchase and maintain insurance on behalf of any person who is or was a Board member, officer, employee, member of any Director authorized or created by the Board or management,  or agent of the Co-op, or who is or was serving at the request of the Co-op as a Board member, officer, employee, or agent, of another Cooperative, association, corporation, partnership, joint venture, trust, or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of the status of such person as such, whether or not the Co-op would have the power to indemnify such person against such liability under the provisions of this Article.

ARTICLE VIII

NON-PROFIT OPERATION

SECTION 1. Interest or Dividends on Capital Prohibited. The Co-op shall at all times be operated on a Co-op non-profit basis for the mutual benefit of its patrons. No interest or dividends shall be paid or payable by the Co-op on any capital furnished by its patrons.

SECTION 2. Patronage Capital In Connection with Furnishing Telecommunications and Information Services. In the furnishing of telecommunications and information services, the Co-op’s operations shall be so conducted that all patrons will, through their patronage, furnish capital for the Co-op. In order to induce patronage and to insure that the Co-op will be operated on a non-profit basis the Co-op is obligated to account on a patronage basis to all its patrons for all amounts received and receivable from the furnishing of telecommunications and information services and other patronage activities of every kind and nature in excess of operating costs and expenses properly chargeable against the furnishing of such services. All such amounts in excess of operating costs and expenses for telecommunications and information services at the moment of receipt by the Co-op are received with the understanding that they are furnished by the patrons as capital. The Co-op is obligated to pay by credits to a capital account for each patron all such amounts in excess of operating costs and expenses derived from telecommunications and information services and other patronage activities of every kind and nature. The books and records of the Co-op 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 the patron for telecommunications and information services and other patronage activities of every kind and nature is clearly reflected and credited in an appropriate record to the capital account of each patron, and the Co-op shall, within a reasonable time after the close of the fiscal year, notify each patron of the amount of capital so credited to the patron’s account; provided that individual notice of such amounts furnished by each patrons of the aggregate amount of such excess from telecommunications and information services and other patronage activities of every kind and nature and provides a clear explanation of how each patron may compute and determine the specific amounts of capital so credited to the patron’s account. All such amounts credited to the capital account of any patron shall have the same status as though it had been paid to the patron in cash in pursuance of a legal obligation to do so and the patron had then furnished the Co-op corresponding amounts for capital.

In recognition of (1) the emphasis placed upon internet providers by Federal and State Governments for the expansion of broadband services and the directives of these governmental entities, (2) the demands of the Co-Op’s members for higher speed and higher capacity internet services, and (3) the expenses associated with the construction/acquisition/installation of facilities, equipment, components and/or the deployment of fiber optic cable necessary to satisfy these broadband internet demands, the retirement of such capital credited to the accounts of the Co-Op’s deceased natural members prior to the dates and periods such capital would be retired in the Co-Op’s general retirement method shall be suspended effective December 31, 2018.  All applications for the retirement of capital credited to the accounts of deceased natural members submitted to and received by the Co-Op on or before December 31, 2018 shall, in the discretion of the Board and/or in accordance with these Bylaws and the rules and policies promulgated by the Board, be paid upon compliance with these Bylaws and the rules and policies promulgated by the Board.  In no event shall the financial condition of the Co-Op be impaired by the retirement of such capital credited to these deceased patrons, and such retirements shall only occur if the financial condition of the Co-Op will not be impaired thereby.

Disbursements of capital credited to the accounts of deceased natural members prior to the dates and periods such capital would be retired in Bledsoe Telephone Cooperative’s general retirement method pursuant to applications submitted to and received by the Co-Op on or before December 31, 2018 or made pursuant to applications submitted at future dates or periods for the disbursement of capital credited to the accounts of deceased natural members should the Board then determine in its discretion that such future retirements shall not then impair the financial condition of the Co-Op or the Co-Op’s ability to meet the Co-Op’s operating costs and capital expenditures, may be made by the Board, at the Board’s discretion, to the individuals or entities identified hereinafter. Such retirements of capital credited to the account of a deceased natural member shall be subject to the following terms and conditions:

  • The capital credited to such a deceased natural patron and offset as set forth herein below, shall be paid to the personal representative or legal representative of the deceased patron’s estate, upon the presentation of Letters of Administration, Letters Testamentary, or Orders designating such individuals as the personal representative or legal representative of the estate, issued by a Court of competent jurisdiction. Bledsoe Telephone Cooperative hereby encourages surviving spouses, children, heirs at law, and/or other interested parties to admit to probate the estates of such deceased natural members, via the statutory procedures authorized for the administration of estates set forth in C.A. § § 30-1-101, et seq. or similar statutes in other jurisdictions, and to secure Letters Testamentary, Letters of Administration or Orders from probate courts or courts of competent jurisdiction.  Upon the presentation of certified copies of such Letters Testamentary, Letters of Administration or Orders, any capital credited to the account of a deceased natural member shall be paid to the personal representative or legal representative identified in the Letters Testamentary, Letters of Administration or Orders, following action upon said requests by the Board of Directors. If no formal probate proceedings have or will be instituted to probate the estate of a deceased patron, the capital credited to the deceased patron shall be paid to the deceased patron’s surviving spouse and heirs-at-law as defined by the intestate succession laws of the state of the deceased patron’s residence and domicile, but only upon the execution and submission of an Affidavit and Hold Harmless Agreement setting forth the following: (a) the identities, names, relationships and addresses of the deceased patron’s surviving spouse and heir-at-law; (b) that there are no unpaid debts or obligations of the deceased patron, including obligations for the deceased patron’s last illness and funeral and burial; (c) that there are no liens or obligations due Medicare, Medicaid, or any like federal or state public assistance programs; and (d) that there are no federal, state or local income, revenue, estate or inheritance taxes due and owing by the deceased patron or arising by virtue of the death of the patron, nor any liens outstanding for the payment of such taxes.  Because such capital credited to the account or accounts of deceased natural members will be retired prior to the dates and periods such capital would be retired in the general retirement method under the provisions of the Bylaws to living members of Bledsoe Telephone Cooperative, all capital retired and distributed from the accounts of deceased natural members shall be reduced to the present value of the capital to be distributed, under a formula which uses the latest year of the retirement of capital in the general retirement method established by the Board of Directors pursuant to the Bylaws through the date of the application by the personal representatives, legal representatives, or heirs of the deceased natural members, and subject to a six (6%) percent present value rate as promolgated by the Tennessee General Assembly and contained in Volume 13 of the Tennessee Code Annotated (Annuity and Valuation Table). The capital credited to such deceased natural patrons shall also be subject to legal fees and related expenses incurred by the Bledsoe Telephone Cooperative necessary for the review, approval and disbursement of such capital credited to deceased patrons in an amount not to exceed Two Hundred Fifty ($250.00) Dollars. All such Affidavits and Hold Harmless Agreements and capital credit distributions pursuant to such Affidavits must be presented to and approved by the Board;
  • In the event the gross amount of the capital credited to the account of a deceased natural member is $750.00 or less (hereinafter referred to as “de minimis capital”), such capital credited to a deceased natural patron may be distributed to any heirs/family members identified in paragraph 1 above provided that one or more of said individuals executes and submits an Affidavit and Hold Harmless Agreement setting forth the following: (a) the identities, names, relationships and addresses of the deceased patron’s surviving spouse and heir-at-law; (b) that there are no unpaid debts or obligations of the deceased patron, including obligations for the deceased patron’s last illness and funeral and burial; (c) that there are no liens or obligations due Medicare, Medicaid, or any like federal or state public assistance programs; and (d) that there are no federal, state or local income, revenue, estate or inheritance taxes due and owing by the deceased patron or arising by virtue of the death of the patron, nor any liens outstanding for the payment of such taxes. Because such de minimis capital credited to the account or accounts of deceased natural members will be retired prior to the dates and periods such capital would be retired in the general retirement method under the provisions of the Bylaws to living members of Bledsoe Telephone Cooperative, all de minimis capital distributed from the accounts of deceased natural members shall be reduced to the present value of the de minimis capital to be distributed, under a formula which uses the latest year of the retirement of capital in the general retirement method established by the Board of Directors pursuant to the Bylaws through the date of the application by the family members/heirs of the deceased natural patron  identified in paragraph 1 above, and subject to six (6%) percent present value rate as adopted by the Tennessee General Assembly and contained in Volume 13 of the Tennessee Code Annotated (Annuity and Valuation Table). The de minimis capital to be retired and disbursed credited to the account of such deceased members will also be subject to legal fees and related expenses incurred by Bledsoe Telephone Cooperative necessary for the review, approval and disbursement of such capital credited to deceased natural members, in an amount not to exceed Two Hundred Fifty ($250.00) Dollars.  All such Affidavits and Hold Harmless Agreements for de minimis capital credit distributions pursuant to such Affidavits, must be presented to and approved by the Board;
  • In accordance with ARTICLE I, SECTION Eleven (11), Subparagraph (h), the membership of a deceased member is cancelled, nullified           and      voided as of the death of the member.  Personal Representatives of             deceased member’s estates or, alternatively, family members of deceased members as identified in paragraphs 1 and 2 above shall notify Bledsoe    Telephone Cooperative of the death of the member within a reasonable       period of time and in no event more than ninety (90) days from and after          the date of such member’s death. Any capital credited to such deceased             members’ accounts from and after the death of the deceased members      shall be transferred and assigned by the deceased members’ Personal       Representatives or family members of the deceased members as             identified in paragraph 1 and 2 above to the individual or individuals        responsible for the accrual and accumulation of additional capital to     the deceased members’ membership, and a membership shall be             retroactively established effective as of the date of the deceased   member’s death in the name or names of the Assignees identified in           the written assignment (the individual or individuals responsible for       the accrual of capital to the deceased member’s membership             following the death of the deceased member). Such additional capital        accruing by virtue of the use of the deceased members’ memberships      following the deceased members’ deaths shall not be retired or             distributed in connection with the distribution of the capital credited     to the deceased member’s account prior to the deceased member’s         death, but shall be distributed in accordance with the general retirement method            of these Bylaws of Bledsoe Telephone Cooperative for the new         membership established in the name of said Assignee or Assignees and in             compliance with C.A. § 65-29-122. In the event Bledsoe Telephone     Cooperative is unable to determine the individual or individuals responsible for the accrual and accumulation of additional capital to the             deceased members membership, such amounts shall be paid or transferred     to the unclaimed property division of the Tennessee State Treasury      Department in accordance with the escheat laws of the State of Tennessee.
  • That the capital credited to any such deceased natural patron and subject to distribution shall be determined by the credits to the capital account for such deceased patron, less any obligation due and owing Bledsoe Telephone Cooperative by the deceased patron for telecommunications or information services provided to the deceased patron or to the account or accounts of the deceased patron both prior and subsequent to the death of the deceased patron, and less the present value reduction and the legal fees and related expenses set forth above. The capital to be distributed shall, therefore, be defined as the capital credited to the deceased patron’s account less any obligations due and owing Bledsoe Telephone Cooperative by the deceased patron for telecommunications or information services provided to the deceased patron or to the account or accounts of the deceased patron both prior and subsequent to the death of the deceased patron, and less the present value reduction and legal fees or related expenses identified above;
  • The assignment to Bledsoe Telephone Cooperative by the deceased patron’s personal representative or legal representative, or if none, the deceased patron’s heirs at law, of any uncalculated or future calculated capital to be credited by the Cooperative to the deceased patron, to be applied by the Board to establish and maintain a nonoperating margin reserve, said nonoperating margin reserve not available for assignment to patrons; and
  • Under such other terms and conditions as the Board, acting under policies of general application, and the personal representative or legal representative of the deceased patron’s estate or the heirs at law of the deceased patron shall agree upon.
  • nonoperating margin reserve, said nonoperating margin reserve not available for assignment to patrons; and
  • Under such other terms and conditions as the Board, acting under policies of general application, and the personal representative or legal representative of the deceased patron’s estate or the heirs at law of the deceased patron shall agree upon.

 

IN NO EVENT SHALL THE FINANCIAL CONDITION OF THE CO-OP BE IMPAIRED BY THE RETIREMENT OF CAPITAL CREDITED TO A DECEASED PATRON, AND SUCH RETIREMENTS SHALL ONLY OCCUR IF THE FINANCIAL CONDITION OF THE CO-OP WILL NOT BE IMPAIRED THEREBY.

            The patrons of the Co-op by dealing with the Co-op acknowledge that the terms and provisions of the Articles of Incorporation of the Co-op and these Bylaws shall both constitute and be a contract between the Co-op and each patron, and further, between all patrons themselves individually.  The provisions of Article II, Section 7 are incorporated herein as fully as if set out verbatim.  Both the Co-op and the patrons are bound by such contract, as fully as though each patron individually signed a separate instrument containing such terms and provisions with the Co-op and each of its patrons.  THE PROVISIONS OF THIS ARTICLE OF THE BYLAWS ARE HEREBY CALLED TO THE ATTENTION OF EACH PATRON OF THE CO-OP.

SECTION 3. Patronage Capital in Connection with Furnishing Other Services. In the event that the Co-op should engage in the business of furnishing goods or services other than telecommunications and information services, all amounts received and receivable therefrom which are in excess of costs and expenses properly chargeable against the furnishing of such goods or service shall, insofar as permitted by law, be prorated annually on a patronage basis and returned to those patrons from whom such amounts were obtained at such time and in such order of priority as the Board shall determine, subject to the procedures, limitations and rights to offsets set forth in Section 2 above.

ARTICLE IX

DISPOSITION AND PLEDGING OF PROPERTY DISSOLUTION AND DISTRIBUTION OF SURPLUS ASSETS UPON DISSOLUTION

SECTION 1. Disposition and Pledging of Property. The Co-op may not sell, mortgage, lease or otherwise dispose of or encumber all or any substantial portion in excess of ten (10%) percent of its total assets unless such sale, mortgage, lease, or other disposition or encumbrance is:

  • Authorized at a meeting of the then-total members by the affirmative vote cast in person, or at least two-thirds (2/3) of the total members of the Co-op, and
  • Authorized by the holders of at least seventy-five (75%) percent of the outstanding indebtedness of the Co-op, and
  • Proceeded by a notice of meeting at which such sale, mortgage, lease or other disposition or encumbrance is to be voted on.

Notwithstanding anything herein contained, the Board, without authorization by 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 property, assets, rights, privileges, licenses, franchises and permits of the Co-op, whether acquired or to be acquired, and wherever situated, as well as the revenues and incomes therefrom, all upon such terms and conditions as the Board shall determine, to secure any indebtedness of the Co-op to the United States of America or any instrumentality or agency thereof, or to the Rural Telephone Finance Cooperative, the National Rural Utilities Cooperative Finance Corporation, or other financing institution organized for the benefit of rural utility systems; provided further that the Board may upon the authorization of a majority of those members of the Co-op present at a meeting of the members thereof, sell, lease, or otherwise dispose of all or a substantial portion of its property to another Co-op or foreign corporation doing business in this state pursuant to the act under which this Co-op is incorporated.

Supplementary to the foregoing paragraphs of this Section and any other applicable provisions of law or these Bylaws, no sale, lease, lease-sale, exchange, transfer, or other disposition within a single calendar year, or physical plant of the Co-op with net value in excess of ten (10%) percent of the Co-op’s total assets, based upon the most recent audit of the Co-op, shall be authorized except in conformity with the following:

  • When required due to natural disasters or catastrophes caused by acts of God, terrorism, or war, or due to any financial and economic exigency that affects the immediately solvency and viability of the Co-op or the ability of the Co-op to provide all or a portion of the service offered to its members and patrons. In such events, the Board shall call a special meeting of the members, which meeting shall be held not less than ten (10) days nor more than thirty (30) days after giving notice thereof to the members, setting forth in detail the action taken by the Board as the result of the disaster or catastrophe, or, in the alternative, report such action at the member’s next annual meeting should the annual meeting be scheduled within thirty (30) days of said action;

(2)       If the Board looks with favor upon any proposal for such sale, lease, lease-sale, exchange, transfer, or other disposition, it shall first cause three (3) independent nonaffiliated appraisers, expert in such matters, to render their individual opinions as to the value of the Co-op with respect to such a sale, lease, lease-sale, exchange, transfer, or disposition, and as to any other terms and conditions which should be considered. The three (3) independent appraisers shall be designated by the Board of Directors;

            (3)       If the Board, after receiving such appraisals (and other terms and conditions which are submitted if any), determines that the proposals should be submitted for consideration by members, it shall first give, by notice in appropriate publications, other Cooperatively organized entities an opportunity to submit competing proposals. Any interested cooperatively organized entity shall be sent copies of any proposals which the Co-op has already received and copies of the respective reports of the three (3) appraisers. Such other interested Cooperatively organized entities shall be given not less than thirty (30) days during which to submit competing proposals, and the actual minimum period within which proposals are to be submitted shall be stated in the written notice given to them;

            (4)       If the Board then determines that favorable consideration should be given to the initial or any subsequent proposal which has been submitted to it, it shall so notify the members not less than sixty (60) days before noticing a Special Meeting of its members thereon or, if such be the case, the next Annual Member Meeting, expressing in detail each of any such proposals, and shall call a Special Meeting of the members for consideration thereof and action thereon, which meeting shall be held not less than ten (10) nor more than thirty (30) days after giving the notice thereof to the members; provided that consideration and action by the members may be given at the next Annual Meeting if the Board so determines and if such Annual Meeting is held not less than ten (10) nor more than thirty (30) days after the giving of notice of such meeting;

            (5)       Any fifty (50) or more members, by so petitioning the Board not less than thirty (30) days prior to the date of such Special or Annual Meeting, may cause the Co-op, with the cost to be borne by the Co-op, to mail to all members any opposing or alternative positions which they may have to the proposals that have been submitted or any recommendations that the Board has made.

These provisions shall also apply to a sale, lease, lease-sale, exchange, transfer, or other disposition to one or more telephone or electric Cooperatives where and when the substantive or actual legal effect thereof is to merge or consolidate with such other one or more telephone or electric Cooperatives.

SECTION 2. Dissolution. The Co-op may be dissolved by filing, as hereinafter provided, a certificate which shall be entitled and endorsed “Certificate of Dissolution of Bledsoe Telephone Cooperative”, and shall state:

  1. Name of the Cooperative, and if such Cooperative is a corporation resulting from a consolidation as herein provided, the names of all the original corporations or Cooperatives.
  2. The date of filing of Certificate of Incorporation, and if such Cooperative is a Cooperative resulting from a consolidation as herein provided, the dates on which the Certificates of Incorporation of the original corporations were filed.

            III.       That the Cooperative elects to dissolve.

  1. The name and post office address of each of its Directors, and the name, title and post office address of each of its officers.

                        Such Certificate shall be subscribed and acknowledged in the same manger as an original Certificate of Incorporation by the President or a Vice President, and the Secretary or an Assistant Secretary, who shall make and annex an affidavit, stating that they have been authorized to execute and file such certificate by the votes cast in person of at least two-thirds (2/3) of the total membership and that the dissolution has been authorized by at least seventy-five (75%) percent of the holders of the indebtedness of the Co-op.

                        A Certificate of Dissolution and a certified copy or copies thereof shall be filed in the same place as the original Certificate of Incorporation and thereupon the Co-op shall be deemed to be dissolved.

                        Such Co-op shall continue for the purpose of paying, satisfying, and discharging any existing liabilities or obligations, and collecting or liquidating its assets, and doing all other acts required to adjust and wind up its business and affairs, and may sue and be sued in its corporate name.

SECTION 3. Distribution of Surplus Assets on Dissolution. Any assets remaining after all debts and liabilities of the Co-op have been paid shall be disposed of pursuant to the provision of these Bylaws; provided, however, that if in the judgment of the Board the amount of such surplus is too small to justify the expense of making such distribution, the Board may, in lieu thereof, donate or provide for the donation of such surplus to one or more non-profit, charitable or educational organizations that are exempt from federal income taxation.

ARTICLE X

FINANCIAL TRANSACTIONS

SECTION 1.  Contract.  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 Co-op, and such authority may be general or confined to specific instances, including the authority to execute written documentation necessary to borrow money and secure such borrowed funds and to pledge assets or properties of the Co-op as security therefore.

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 Co-op shall be signed by such officer(s), agent(s), or employee(s) of the Co-op and in such manner, as shall from time to time be determined by resolution of the Board.

SECTION 3.  Deposits. All the funds of the Co-op shall be deposited from time to time to the credit of the Co-op in such institutions as the Board may select.

SECTION 4.  Fiscal Year. The fiscal year of the Co-op shall begin on the first day of January of each year and shall end on the thirty-first day of December the same year.

ARTICLE XI

MISCELLANEOUS

SECTION 1.  Membership in other Organizations.  The Co-op may become a member or purchase stock in other profit or nonprofit organizations, associations, partnerships, or joint ventures when the Board finds that the general or long-term interests of its membership will be served by such investments or participation.

SECTION 2.  Waiver of Notice. Any member or Director may waive in writing any notice of a meeting required to be given by these Bylaws. The attendance of a member or Director at any meeting shall constitute a waiver of notice of such meeting by such member or Director, except in case a member or Director shall attend a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting has not been lawfully called or convened.

SECTION 3.  Rules and Regulations. The Board shall have power to make and adopt such rules and regulations, not inconsistent with law, the Articles of Incorporation or these Bylaws, as it may deem advisable for the management of the business and the affairs of the Co-op.               

SECTION 4.  Service as Director for other Companies.  Management, Employees or Directors of the Co-op shall not serve as Directors for other telecommunications companies, telecommunications co-operatives or entities, or companies or co-operatives who primarily distribute or derive their primary source of income from the sale or distribution of telecommunication services, electricity, or utilities, regardless of whether such entities, companies or co-operatives are in direct competition with the Co-op or services or products in areas served by the Co-op.  Notwithstanding the foregoing, this provision shall not prohibit management, employees or Directors of the Co-op from serving as a Director of any for profit or not for profit entity in which the Co-op has a substantial interest nor from serving in a representative capacity for national, state or local telecommunication associations organized for the benefit of its members.

SECTION 5.  Construction of Bylaws – These bylaws and any amendments thereto shall be construed in accordance with the statutes and laws of the State of Tennessee and decisions of the Appellate Courts of the State of Tennessee construing such laws and statutes.

ARTICLE XII

AMENDMENTS

           These Bylaws may be altered, amended, repealed or rewritten by the affirmative vote of not less than a majority of the Directors in office, at any regular or Special Board Meeting, but only if the notice of such meeting shall have contained a copy of the proposed alteration, amendment, or repeal, or an accurate summary explanation thereof; provided, however, that the provisions relating to a major disposition of the Co-op’s property and relating to a dissolution of the Co-op may be altered, amended or repealed only by the affirmative vote of not less than two-thirds (2/3) of all current members of the Co-op voting in person. When the Board effects Bylaw changes or disposition of the Co-op’s property and relating to the dissolution of the Co-op, the specific changes or revisions become effective thirty (30) days after they are promulgated to the members at large.

Adopted the 24th day of January, 1995.
Revised the 22nd day of March, 2005.
Revised the 27th day of April, 2006.
Revised and enacted by membership October 2, 2014 Annual Meeting of the Members
Revised and enacted by membership
September 22, 2016 Annual Meeting of the Members
Revised the 25th day of April, 2017
Revised the 28th day of November, 2017