Bylaws of Garland Light & Power Company
March 10, 2012
Article I. Offices
The principal office of the corporation in the State of Wyoming shall be located in or near the City of Powell, County of Park. The corporation may have such other offices, either within or without the State of Wyoming, as the Board of Directors may designate or as the business of the corporation may require from time to time.
The registered office of the corporation required by the Wyoming Business Corporation Act to be maintained in the State of Wyoming may be, but need not be; identical with the principal office in the State of Wyoming, and the address of the registered office may be changed from time to time by the Board of Directors.
Article II. Members
Section l. Qualification and obligations of members. No membership certificate shall be issued or transferred to any person except present members of the corporation until such person has filed with the corporation an application to become a member thereof, and has been accepted as such by the affirmative vote of a majority of the members of the Board of Directors or a majority of the members at any meeting thereof. Applications to become a member shall provide that such applicant agrees (1) to purchase from the corporation electric energy as hereinafter in Section 2 of this Article provided, and (2) agrees to all the terms, conditions and provisions of the Articles of Incorporation and the bylaws of this corporation and such rules and regulations as may from time to time be adopted by the Board of Directors.
Section 2. Purchase of electric energy. Each shareholder shall, as soon as electric energy shall be available, purchase from the corporation all electric energy used on any premises which he may own within the area served by the corporation and which are not, at the time he becomes a member, served by any other electric company.
Section 3. Redemption of Membership Certificates. The corporation may by the affirmative vote of not less than two-thirds of the Board of Directors, rescind the membership certificate of any member who shall have violated or refused to comply with any of the provisions of the Articles of Incorporation or bylaws of the corporation, or any rule or regulation adopted from time to time by the Board of Directors. The corporation may also rescind any membership certificate which may be acquired by any person who has not been accepted as a member in the manner provided in Section 1 of this Article.
Section 4. Surrender of Membership Certificates. The corporation shall upon the request of any member and upon payment in full of all of the debts and liabilities of said member to the corporation, rescind the membership certificate of said member.
Section 5. Annual Meeting. The annual meeting of the members shall be held on the second Thursday in the month of March in each year, beginning with the year 2013, at the hour of 6:00 P.M., for the purpose of electing Directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of Wyoming, such meeting shall be held on the next succeeding business day. If the election of Directors shall not be held on the day designated herein for any annual meeting of the members, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the members as soon thereafter as conveniently may be.
Section 6. Special Meetings. Special meetings of the members, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the President or by the Board of Directors, and shall be called by the President at the request of the holders of not less than one-tenth of all the outstanding membership certificates of the corporation entitled to vote at the meeting.
Section 7. Place of Meeting. The Board of Directors may designate any place within ten (10) miles of the Town of Powell, Wyoming, as the place of meeting for any annual meeting or for any special is otherwise called; the place of meeting shall be the principal office of the corporation in the State of Wyoming.
Section 8. Notice of Meeting. Written or printed notice starting the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten or more than thirty days before the date of the meeting, either personally or by mail, by or at the direction of the President, or the Secretary, or the officer or persons calling the meeting, to each member of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the member at his address as it appears on the membership transfer books of the corporation, with postage thereon prepaid.
Section 9. Closing of Transfer Books or Fixing of Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of members or any adjournment thereof, or in order to make a determination of members for any other purpose, the Board of Directors of the corporation may provide that the membership transfer books shall be closed for a stated period but not to exceed, in any case, 30 days. If the membership transfer books shall be closed for the purpose of determining members entitled to notice of or to vote at a meeting of members, such books shall be closed for at least ten (10) days immediately preceding such meeting. In lieu of closing the membership transfer books, the Board of Directors may fix in advance a date as the record date for any determination of members, such date in any case to be not more than thirty days, and in case of a meeting of members, not less than ten days prior to the date on which the particular action, requiring such determination of members, as to be taken. If the membership transfer books are not closed and no record date is fixed for the determination of members entitled to notice of or to vote at a meeting of members, the date on which notice of the meeting is mailed shall be the record date for such determination of members. When a determination of members entitled to vote at any meeting of members has been made as provided in this action, such determination shall apply to any adjournment thereof.
Section 10. Voting Lists. The officer or agent having charge of the membership transfer books for membership certificates of the corporation shall make, at least ten days before each meeting of members, a complete list of the members entitled to vote at such meeting, or any adjournment thereof, arranged in alphabetical order, with the address of each, which list, for a period of ten days prior to such meeting, shall be kept on file at the registered office of the corporation and shall be subject to inspection by any member at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any member during the whole time of the meeting. The original member transfer book shall be prime facie evidence as to who are the members entitled to examine such list or transfer books or to vote at any meeting of members.
Section 11. Quorum. Except for members votes on mergers, consolidation, sale or disposition of assets, and dissolutions, ten percent (10%) of all members of the Cooperative utility present in person or by proxy or one hundred (100) members present in person, which ever is fewer, shall constitute a quorum for the transaction of business at all meetings of the members. If less than a quorum is present at any meeting, a majority of those present in person shall adjourn the meeting, but may reschedule the meeting with further notice.
A plan of merger or consolidation involving two (2) or more cooperative utilities to be adopted shall be approved as provided by W.S. §17-19-1103(a)(i) and (iii), by W.S.§ 17-19-1112(a)9i) and (iii) and by the affirmative vote of not less than a majority of all of the members of each of the merging or consolidating cooperative utilities. The cooperative utilities may accept mail in ballots in an election or vote regarding such merger or consolidation, with or without a meeting, pursuant to W.S.§ 17-19-708
Section 12. Voting. Each member shall be entitled to one (1) vote and no more upon each matter submitted to a vote at a meeting of the members. At all meetings of the members at which a quorum is present all questions shall be decided by a vote of a majority of the members voting thereon in person or by proxy, except as otherwise provided by law, the Articles of Incorporation of the Cooperative, or these By-Laws. If a husband and wife hold a joint membership they shall jointly be entitled to one (1) vote and no more upon each matter submitted to a vote at a meeting of the members.
Section 13. Voting by Certain Members. Membership certificates outstanding in the name of another corporation may be voted by such officer, agent or proxy as the bylaws of such corporation may prescribe, or, in the absence of such provision, as the Board of Directors of such corporation may determine.
Membership certificates held by an administrator, executor, guardian or conservator may be voted by him, either in person or by proxy, without a transfer of such membership certificate into his name. Membership certificates standing in the name of a trustee may be voted by him either in person or by proxy, but no trustee shall be entitled to vote membership certificate held by him without a transfer of such certificate into his name.
Membership certificates standing in the name of a receiver, and certificates held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority to do so be contained in an appropriate order of the court by which such receiver was appointed.
A member whose membership certificate is pledged shall be entitled to vote such certificate until it has been transferred into the name of the pledges, and thereafter the pledge shall be entitled to vote the membership certificate so transferred.
Membership certificates belonging to the corporation or held by it in a fiduciary capacity shall not be voted, directly or indirectly, at any meeting, and shall not be counted in determining the total number of members at any given time.
Section 14. Proxies. At all meetings of members, a member proxy holder may vote by proxy executed in writing by another member. No proxy shall be voted at any meeting of the members unless it shall be dated and designated the particular meeting at which it is to be voted, and no proxy shall be voted at any meeting other than the one so designated or any adjournment of such meeting. A member proxy holder shall vote no more than twenty (20) proxies at any meeting of the members, and no proxy shall be valid after thirty (30) days from the date of its execution. The presence of a member at a meeting of the members shall be entitled to vote at such meeting in the same manner and with the same effect as if he had not executed a proxy.
Section 15. Definitions. As used in these bylaws the terms: Member means shareholder. Membership or membership certificate means stock or share as referred to in the Article of Incorporation.
Article III. Board of Directors
Section 1. General Powers. The business and affairs of the corporation shall be managed by its Board of Directors.
Section 2. Number, Tenure and Qualifications. The number of directors of the corporation shall be five. Each director shall hold office for a term of three years and until his successor shall have been elected and qualified. Two directors shall be elected at the annual meeting in one year and two directors at the annual meeting in the next year and one director at the annual meeting the third year. Each director shall be a bona fide resident of the area served by the corporation, or of the town of Powell, Wyoming; a member of the corporation or the nominee of a corporation or trust which is a member; and either the Director or the corporation or trust of which he is a nominee shall be at all times a purchaser of electrical energy from the corporation.
At the annual meeting held in 1981 two Directors shall be elected for a term of three years and one Director shall be elected for a term of two years. Thereafter each Director shall be elected for a term of three years.
Section 3. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this bylaw immediately after, and at the same place as, the annual meeting of members. The Board of Directors may provide, by resolution, the time and place, either within or without the State of Wyoming, for the holding of additional regular meetings without other notice than such resolution.
Section 4. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, within the County of Park, State of Wyoming, as the place for holding any special meeting of the Board of Directors called by them.
Section 5. Notice. Notice of any special meeting shall be given at least two days previously thereto by written notice delivered personally or mailed to each director at his business address, or by telegram. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objection to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice of waiver of notice of such meeting.
Section 6. Quorum. A majority of the number of directors fixed by Section 2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.
Section 7. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
Section 8. Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the board of directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors shall be filled by election at an annual meeting or at a special meeting of shareholders called for that purpose.
Section 9. Compensation. By resolution of the Board of Directors, the Directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director and may receive such other incidental benefits as are similar to those provided for employees of the corporation.
Section 10. Presumption of Assent. A Director of the corporation who is present at a meeting of the Board of Directors at which action on any corporation matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.
Article IV. Officers
Section 1. Number. The officers of the corporation shall be a President, one or more Vice-Presidents (the number thereof to be determined by the Board of Directors), a Secretary, and a Treasurer, each of whom shall be elected by the Board of Directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. Any two or more offices may be held by the same person, except the offices of President and Secretary.
Section 2. Election and Term of Office. The officers of the corporation to be elected by the Board of Directors shall be elected annually by the Board of Directors at the first meeting of the board of Directors held after each annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.
Section 3. Removal. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.
Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
Section 5. President. The President shall be the principal executive officer of the corporation. He shall, when present, preside at all meetings of the members and of the Board of Directors. He may sign, with the Secretary or any other proper officer of the corporation thereunto authorized by the Board of Directors, membership certificates of the corporation, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these bylaws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
Section 6. Vice-President. In the absence of the President or in the event of his death, inability or refusal to act, the Vice-President (or in the event there be more than one Vice-President, the Vice-Presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. Any Vice-President may sign, with the Secretary or an Assistant Secretary, membership certificates of the corporation; and shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors.
Section 7. The Secretary. The Secretary shall: (a) keep the minutes of the members and of the Board of Directors’ meetings in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents the execution of which on behalf of the corporation under its seal is duly authorized; (d) keep a register of the post office address of each shareholder which shall be furnished to the Secretary by such shareholder; (e) sign with the President, or a Vice-President, membership certificates of the corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the membership transfer books of the corporation; and (g) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.
Section 8. The Treasurer. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine. He shall: (a) have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of Article V of these bylaws; and (b) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.
Section 9. Assistant Secretaries and Assistant Treasurers. The Assistant Secretaries, when authorized by the Board of Directors, may sign with the President or a Vice-President; membership certificates of the corporation the issuance of which shall have been authorized by a resolution of the Board of Directors. The Assistant Treasurers shall respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Secretaries and Assistant Treasurers, in general shall perform such duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or by the President of the Board of Directors.
Section 10. Salaries. The salaries, if any, of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the corporation.
Article V. Contracts, Loans, Checks and Deposits
Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.
Section 2. Loans. No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.
Section 3. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.
Section 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositaries as the Board of Directors may select.
Article VI. Membership Certificates and Their Transfer
Section 1. Membership Certificates. Membership Certificates of the corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President or a Vice-President and by the Secretary or an Assistant Secretary. All membership certificates shall be consecutively numbered or otherwise identified. The name and address of the person to whom the membership represented thereby is issued, and date of issue, shall be entered on the membership transfer books of the corporation.
Section 2. Issuance of Memberships. The memberships of the corporation may be issued provided that no more than one membership shall be issued to or held by any one person. No membership shall be issued to any person except as provided in Section 1 of Article II of these Bylaws.
Section 3. Treasury Memberships. All treasury memberships of the corporation may be sold from time to time for not less than par value, provided that no more than one membership shall be sold to or held by any one person, nor shall any membership be sold to any person who shall not be qualified as provided in Section 1 of Article II of these bylaws.
Section 4. Transfer of Memberships. Transfer of memberships of the corporation shall be made only on the membership transfer books of the corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender for cancellation of the membership certificate. The person in whose name a membership stands on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes. No membership shall be transferred to any person until he is qualified as provided in Section 1 of Article II of these bylaws.
Article VII. Fiscal Year
The fiscal year of the corporation shall begin on the first day of June and end on the thirty-first day of May in each year.
Article VIII. Internal Operation
Section 1. Rules and Regulations. The Board of Directors shall have power to make and adopt such regulations not inconsistent with the Articles of Incorporation or Bylaws of this corporation or the laws of the State of Wyoming, for the management, administration and regulation of the business and affairs of the corporation.
Section 2. Membership in other organizations. The Board of Directors shall have full power and authority on behalf of the corporation to become a member of and to purchase stock and capital certificates of any cooperative corporation and association organized on a non-profit basis for the purpose of furthering rural electrification.
Section 3. Accounting System and Reports. The Board of Directors shall cause to be established and maintained, a complete accounting system to conform to the laws of the State of Wyoming and the rules and regulations of the Public Service Commission of Wyoming, and the Rural Electrification Administration of the United States of America.
The Board of Directors shall, as soon as practicable after the close of each fiscal year, cause to be made a full and complete audit of the accounts, books and financial condition of the corporation as of the end of such fiscal year. A financial report showing the condition of the corporation shall be submitted to the members at each annual meeting.
Section 4. Manager. The Board of Directors may appoint a manager who may be but who shall not be required to be a member of the corporation. The manager shall perform such duties as the Board of Directors may from time to time require of him and shall have such authority as the Board of Directors may from time to time vest in him.
Section 5. Salaries. The salaries, of all employees of the corporation shall be fixed and determined by the Board of Directors.
Section 6. Extensions of Service. The corporations shall make diligent effort to see that electric service is extended to all un-served persons within the service area of the corporation who (a) desire such service and (b) meet all reasonable requirements established by the corporation as a condition of such service.
Non-Profit Operation
Section 7. Interest or Dividends on Capital Prohibited. The corporation shall at all times be operated on a non-profit basis for the mutual benefit of its patrons. No interest or dividends shall be paid or payable by the corporation on any capital furnished by its patrons.
Section 8. Provisions of Articles of Incorporation and Bylaws Constitute contract Between Corporation and Each Patron. The provisions of this article of the Bylaws and Paragraph Seventh of the Restated Articles of Incorporation shall be called to the attention of each patron of the corporation by posting in a conspicuous place in the principal office of the corporation. The patrons of the corporation by dealing with the corporation acknowledge that the terms and provisions of the Articles of Incorporation and Bylaws shall constitute and be a contract between the corporation and each patron and both the corporation and the patrons are bound by such contract as fully as though each patron and individually signed a separate instrument containing such terms and provisions.
Section 9. Accounting for Capital Credits. The corporation shall annually, following the close of each fiscal year, account on a patronage basis to all its patrons for all capital received in excess of operating cost and expenses properly chargeable against the electric energy, goods or services furnished by the corporation. All such capital received as aforesaid shall be credited to a capital account for each patron within a reasonable time after the close of the fiscal year in accordance with other provisions in this Section and in proportion to a patrons true share of any capital contributed, and notification shall be made in writing or otherwise to the membership in general that such distribution has been made to individual patrons capital accounts. Any patron may at any reasonable time or times request to be advised of the capital credit or credits standing to his account, and the corporation shall within a reasonable time after such request, advise such patron of the amount and dates of such credits.
In the event, however, that there should be an operating deficit for any fiscal year in operations connected with the furnishing of electrical energy or in connection with the furnishing of other goods and services, then no capital credits will be available to be distributed for that fiscal year. In addition to this, no capital credits will ever be distributed to patrons until all prior year operating deficits, if any, have been charged against current operating margins. Only the balance over and above past operating deficits will be available for distribution to patrons. For purposes of this section, operation margins or deficits arising from the furnishing of electrical energy and those arising from the furnishing of other goods and services shall be considered independent of each other, and such procedure shall also be followed in the distributions of any capital credits to patrons.
All credit margins arising from current and future non-operating rental income, interest income, dividend income, capital gains income and other miscellaneous non-operating income after the application of any deficit balance in such accounts computed as a group, be transferred to a Reserve Capital account to be used or distributed as follow:
- Used to offset any losses incurred during the current or any prior fiscal year.
- Allocated as Capital Credits to Members in the same manner as the Cooperative allocates Operating Capital Credits to Members; or
- Used by the Cooperative as permanent, non-allocated Capital.
The Reserve Capital account balance is limited to no more than ten percent of total utility plant.
The Board of Directors shall annually set the minimum annual gross bill from electrical energy necessary to be paid by each patron at any service connection, before said patron shall be eligible for the distribution of any capital credit on account of the electrical energy consumed at such service connection. In no event shall the amounts paid on account of two or more service connections be combined for the purpose of determining the minimum annual gross bill, but each service connection shall be considered separately. The minimum annual gross bill shall be based upon the actual cost of maintaining a minimum account according to the latest annual operating statistics statement filed by the corporation with the R.E.A. in Washington, D.C., together with any auditing adjustments for the latest ended fiscal year.
Section 10. Retirement of Capital Credit. All retirements of capital shall be made in order of priority according to the year in which the capital was furnished or credited, the capital first received by the corporation being first retired. Whenever the Board of Directors shall determine that any capital credited to patrons’ accounts may be retired, payment therefore shall be made to all persons who are entitled thereto and who are still patrons of the corporation.
- The Board hereby finds and determines that the financial condition of the company will not be impaired by the immediate retirement of the capital of deceased patrons.
- Upon learning of the death of the patron of the company, the company shall cause to be mailed to the spouse with joint membership, executor, administrator or next of kin the application for retirement of the capital credits of said deceased patron. Said application shall be in for substantially as that annexed hereto as Exhibit “A” and made a part here of.
- Upon the return to the company of said form properly completed by the spouse with joint membership, legal representative or heirs and next of kin of deceased patron, and before July 1, next following the expiration of the calendar year in which said deceased patron died, all capital credited to said deceased patron shall be paid to the person or persons entitled hereto as shown by said application; provided that at the option of the company, at the time of the receipt, but any subsequent patronage capital earned but not assigned during the year in which said patron expired, shall be declared “Paid in Surplus”, and shall not be assigned to this patrons account, nor be subject to repayment to the heirs.
Provided, however; that unless such payment be made to a spouse with joint membership, a duly appointed, qualified and acting administrator or executor of the estate of said decedent, no payment shall be made to the heirs or next of kin until the expiration of one year from the date of death of said deceased patron.
- Capital which has been paid into the company shall be paid at 100% to spouse with joint membership, legal representative or heirs at law and next of kin of said deceased patron as in Section 3 above.
- The spouse with joint membership, legal representatives, or if no executor or administrator had been, or will be appointed, then the heirs at law and next of kin of said decedent shall covenant and agree that payment of such amounts shall constitute full and final payment and satisfaction by the company of all capital paid by decedent.
As to any patron, who was a natural person, who dies or whose whereabouts is unknown to the Cooperative, whose membership the Board of Directors, in accordance with the Cooperative policies of general application, capital credits would have been eligible for retirement, provided that the following conditions subsequent occur, to-wit:
- The capital credit check shall be mailed by regular mail to the members’ last known address as disclosed by the Cooperative records.
- If the letter containing the capital credit check is returned marked as undeliverable, the cooperative shall make a reasonable search and inquiry in the cooperatives service area in an attempt to obtain the members address or the addresses of the member’s heirs or legatees if the member is known to be deceased. This search and inquiry shall consist of contacting former neighbors, friends, and relatives of the member so far as known.
- Thereafter, if the Cooperative is unable to locate the member or the members heirs or legatees and the capital credit check remains undeliverable, then the Cooperative shall publish the name of the member and the members last known address in one issue of the local newspapers stating that capital credits are owing to the member and asking that anyone, having information as to the address or telephone number of the missing member or the member’s heirs and legatees if the member is deceased, contact the Cooperative and to provide the information to the Cooperative.
- All UNCLAIMED Capital Credit Retirements will be held for a period of two years (24 months) during that time a reasonable search will be made in an attempt to obtain the members address or the addresses of the member’s heirs. If they remain UNCLAIMED after two years (24 months) the retirements will be VOID and transferred to the appropriate account to be used for Educational purposes at the Board of Directors discretion.
As to any patron, other than a natural person (“non-individual member”) whose whereabouts is unknown to the Cooperative, whose membership the Board of Directors has determined to be eligible to receive capital credits, the non-individual members of the Cooperative, by the adoption of the bylaw, do hereby disclaim unto the Cooperative following conditions subsequent occur, to-wit:
- The capital credit check shall be mailed by regular mail to the non-individual members last known address as disclosed by the Cooperatives records.
- If the letter containing the capital credit check is returned marked as undeliverable, the Cooperative shall contact the office of the Secretary of State of the State of Wyoming and make a reasonable search and inquiry in the Cooperatives service area in an attempt to obtain the non-individual members last governing board or officers.
- Thereafter, if the Cooperative is unable to locate the non-individual member, any of its Board members or officers, then the Cooperative shall publish the name of the member and members last known address in one issue of the local newspapers stating that capital credits are owing to the non-individual member and asking that anyone, having information as to the address or telephone number of the member or of the members last governing board or officers, contact the Cooperative and to provide the information to the Cooperative.
- All UNCLAIMED Capital Credit Retirements will be held for a period of two years (24 months) during that time a reasonable search will be made in an attempt to obtain the members address or the addresses of the member’s heirs. If they remain UNCLAIMED after two years (24 months) the retirement s will be VOID and transferred to the appropriate account to be used for Educational purposes at the Board of Directors discretion.
Section 11. Payment of Capital Credit on Death of Patron. Not withstanding any other provisions of these Articles of Incorporation, the Board of Directors may, upon the death of any patron or former patron, who was a natural person, retire capital credited to any such patron immediately upon such terms and conditions as the Board of Directors, acting under policies of general application, and the legal representatives of such patrons’ estate shall agree; provided, however, that the financial condition of the corporation will not be impaired thereby.
Section 12. Forfeiture of Capital Credits by Persons Indebted to Corporation. In the event that any patron of the corporation shall cease to receive service from the corporation and shall be indebted to the corporation at the end of the calendar year in which such service terminated, or at the expiration of sixty days from the termination of service, whichever shall be later, the capital credits credited to the account of such patron may, upon such terms and conditions as the Board of Directors, acting under policies of general application shall determine, be forfeited to the corporation as paid in surplus and credited to the proper account on the books of the corporation.
Article IX. Seal
The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation and the state of incorporation, and the words “Corporate Seal”.
Article X. Waiver of Notice
Whenever any notice is required to be given to any shareholder or director of the corporation under the provisions of the Articles of Incorporation or under the provisions of the Wyoming Business Corporation Act, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
Article XI. AMENDMENTS
These bylaws may be altered, amended or repealed by:
A vote of at least two-thirds (2/3) of all directors at any regular or special meeting of the board of directors, as long as such amendment does not relate to the number of directors, the composition of the board, the term of office of directors, or the method or way in which directors are elected or selected; or
The members by two-thirds (2/3) of the votes cast or a majority of the voting power, whichever is less.
Advance publications of any proposed alteration, amendment or repeal shall be made at least thirty (30) days prior to the adoption thereof in the Cooperative newsletter or a newspaper published in the Wyoming Counties in which the Cooperative serves.