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ARTICLE III (Bylaws)

DIRECTORS

 

                Section 1Number and Qualifications.  The business and affairs of the Cooperative shall be managed by a Board of Directors initially consisting of ten (10) individuals.

                Any member of the Cooperative shall be eligible to become a director if said member has a legal capacity to enter into a binding contract and said member's election as a director would not violate any other provision of these Bylaws or the Articles of Incorporation of the Cooperative.

                Section 2Regions and Districts.  There shall be two (2) numbered Geographic Regions for the Cooperative, each of which shall be divided into four (4) Districts, and election of directors shall be by such districts, with one (1) director representing each District.  In addition, two (2) at-large directors will be elected, one (1) from each Region.  Directors shall reside in and receive service from the Cooperative at a location within the district (or Region in the case of at-large directors) they are elected to represent.  The geographic area of each Region shall initially be as set forth in the Plan of Consolidation of Southwest Iowa Rural Electric Cooperative, and revised as necessary by the Board of Directors.  The district boundaries shall be described hereafter in these Bylaws of the Cooperative and shown on a map of the cooperative service area, with such description and map maintained at all offices of the Cooperative and kept available to members.

                Region I shall consist of the former service territory area of Rideta Electric Cooperative, Inc. and Region II shall consist of the former service territory area of Southwest Iowa Service Cooperative, both as they existed at the time said cooperatives consolidated to form Southwest Iowa Rural Electric Cooperative.  Districts 1 through 4 shall initially be located in Region I and Districts 5 through 8 shall initially be located in Region II.  The Districts can be described as follows: 

REGION NO. 1  

District 1.

                Union County:  Sections 19-36 of Douglas Township, Highland Township, Union Township, Platt Township, and Grant Township.

                Ringgold County:  Sections 1-4, 9-12, 13-16, 21-24, 25-28, 33-36 of Lincoln Township, Jefferson Township, Washington Township, Liberty Township and Sections 25-36 of Tingley Township.

District 2.            

                Union County: Sand Creek Township, Jones Township, and Pleasant Township

                Ringgold County: Sections 1-24 of Tingley Township, Union Township.

District 3.            

                Taylor County: Eastern ¾ of Section 13, Eastern ½ of Section 24, Eastern ½ of Section 25, Southern ¼ of Section 35, Section 36 except the North ½ of the Northwest ¼ of Grove Township, Section 13-36 of Platte Township, Sections 1,2, Eastern ½ of section 3, Eastern ½ of section 12, Eastern ½ of section 13, Eastern ½ of section 24, sections 25, 32-36 of Marshall Township, Grant Township, Clayton Township, and Gay Township

                Ringgold County: Sections 5-8, 17-20, 29-32 of Lincoln Township, Grant Township, Benton Township, Rice Township, Poe Township, Clinton Township, Middle Fork Township, and Lotts Creek Township.

District 4.            

                Ringgold County:  Monroe Township, Athens Township, and Riley Township.

                Decatur County: Grand River Township, Decatur Township, Bloomington Township, Burrel Township, Eden Township, Woodland Township, Fayette Township, New Buda Township, Hamilton Township, and Morgan Township


REGION NO. 2

District 5.            

North Border: Assigned Area of Service

South Border: Assigned Area of Service

West Border: U.S. Highway #148

East Border: Assigned Area of Service except areas specifically designated in District #3.

District 6.            

North Border: U.S. Highway #34 to U.S. Highway #71, J20 to U.S. Highway #48

South Border: Assigned Area of Service

West Border: U.S. Highway #71 to J20, U.S. Highway #59

East Border: U.S. Highway #148

District 7.            

North Border: Assigned Area of Service

South Border: U.S. Highway # 34

West Border: Assigned Area of Service

East Border: U.S. Highway # 148

District 8.            

North Border: U.S. Highway # 34

South Border: J20, U.S. Highway 48

West Border: Assigned Area of Service

East Border: U.S. Highway # 71

                Candidates for election to the Board of Directors shall be nominated by a Nominating Committee, which Committee shall be elected by the Board of Directors, not less than sixty (60) nor more than ninety (90) days before the date of a meeting of the members at which directors are to be elected.  The Nominating Committee shall consist of no less than three (3) nor more than ten (10) members who shall be selected so as to give equitable representation on the Committee to the geographical areas served by the Cooperative.  Said Nominating Committee members so elected shall nominate candidates for election to the Board of Directors and a list of the nominations so made shall be posted at the offices of the Cooperative no less than 45 days prior to the date of the meeting.

                Any twenty (20) or more members may make other nominations in writing over their signatures not less than thirty (30) days prior to the meeting at which directors are to be elected, and the Secretary shall post the same at the same place where the list of nominations by the Committee is posted; such nominations so made by such members to be subject to the same service location requirements as nominations by the Nominating Committee heretofore prescribed.        

                The election of the directors shall be by ballot, and each voting member shall be entitled to cast one ballot for each director to be elected from the member's Region.  To the extent the same is specifically authorized by the Board of Directors, members may vote by mail-in ballot.  The election of directors shall be subject to ratification by a majority of all members present at the Annual Meeting of members, and directors elected shall qualify and take office immediately following the Annual Meeting of Members.

                Section 3.  Election of Directors.  At the Annual Meeting of Members to be held in 2006, an election will be conducted for the purpose of electing ten (10) directors, five (5) from Region I and five (5) from Region II.  One (1) director will be elected from each District and the directors must reside and receive service from the Cooperative at a location within the District which they represent.  In addition, two (2) at-large directors will be elected, one (1) from each Region.  The at-large directors must reside and receive service from the Cooperative at a location within the Region which they represent.  Directors from Districts 1, 3, 5, and 7 shall be elected to serve three (3) year terms; directors from Districts 2 and 6, and the at-large director from Region I shall be elected to serve two (2) year terms; and directors from Districts 4 and 8, and the at-large director from Region II shall be elected to serve one (1) year terms.  From and after the Annual Meeting of Members to be held in 2006, the Cooperative shall be managed by a Board consisting of ten (10) directors, one (1) from each District and two (2) at-large.  Beginning with the Annual Meeting of Members to be held in 2007, a number of directors equal to the number of directors whose terms expire shall be elected to a term of three (3) years, or until their successors are elected and qualified.

                Subject to the provisions of Section 4 of this Article, vacancies on the Board of Directors may be filled by a majority vote of the remaining directors.  The director so elected shall serve the remainder of the term.  Individuals chosen to fill a vacancy in a District must reside and receive service from the Cooperative at a location within the District which they represent and individuals chosen to fill a vacancy in an at-large position must reside and receive service at a location within the Region they represent.

                Section 4.  Removal of Directors.  Any member may bring charges against a director by filing them in writing with the Secretary of the Cooperative, together with a petition signed by twenty percent (20%) of the members, requesting the removal of the director in question.  The removal shall be voted upon at the next regular meeting or special meeting of the members and, by a vote of a majority of all voting members of the Cooperative, the director may be removed and the vacancy may be filled by the members.  The director against whom such charges have been brought shall be informed in writing of the charges prior to the meeting and shall have an opportunity at the meeting to be heard, in person or by counsel, and to present witnesses; and the person or persons bringing the charges against him shall have the same opportunity.

                Section 5.  Rules and Regulations.  The Board of Directors shall have power to make and adopt such rules and regulations, not inconsistent with the Articles of Incorporation of the Cooperative or these Bylaws or the laws of the State of Iowa, as it may deem advisable for the management, administration and regulation of the business affairs of the Cooperative.

                Section 6.  Accounting System and Reports.  The Board of Directors shall cause to be established and maintained a complete accounting system which, among other things, subject to applicable laws of the State of Iowa and the rules and regulations of any regulatory body thereof, shall conform to such accounting system as may, from time to time, be designated by the Administrator of the Rural Utilities Service.  The Board of Directors shall, after the close of each fiscal year, cause to be made a full and complete audit of the accounts, books and financial condition of the Cooperative as of the end of such fiscal year.  Such audit reports shall be submitted to the members at the following Annual Meeting.

                Section 7.  Additional Director Qualifications.  In addition to the foregoing, No Member shall be eligible to become or remain a Director or to hold any position of trust in the Cooperative who:

(1)          within five (5) years preceding a director candidate's nomination was or during service on the Board of Directors is finally adjudged to be guilty of a felony;

(2)          within five (5) years preceding a director candidate's nomination was an employee of the Cooperative or the spouse of an employee of the Cooperative;

(3)          is or becomes, or at any time during the five (5) years preceding a director candidate's nomination shall have been, employed by a labor union which represents, or has represented, or has endeavored to represent any employees of the Cooperative;

(4)          is a grandparent, parent, co-habitant, child, or grandchild of an employee of the Cooperative;

(5)          is a person that is a grandparent, parent, co-habitant, child, or grandchild of an incumbent director whose district seat is not up for re-election at that time;

(6)          is in any way employed by or substantially financially interested in an enterprise competing with the Cooperative or any Cooperative-affiliated business;

(7)          is or becomes the full-time employee or agent of, or who is or becomes the full-time employer or principal of, another director;

(8)          is engaged in conduct that is a violation of law or violation of a Cooperative policy or policies, or whenever a director has materially failed to satisfy his/her duties as a director, including the duty to regularly attend meetings of the Board of Directors; or

(9)          is employed by, materially affiliated with, or has a financial interest in, any individual or entity possessing a conflict of interest with the Cooperative or a Cooperative subsidiary. 

For purposes of this Section, financially interested shall not include beneficial ownership of less than 5% of the bonds or the combined voting power of all issued and outstanding voting securities of a publicly held corporation whose stock is traded on a major stock exchange or quoted on NASDAQ.

In regard to the restrictive provisions of this Section that are based upon close relative relationships, no incumbent director shall lose eligibility to remain a director or to be re-elected a director if, during a director's incumbency, a director becomes a first kindred relative of another incumbent director or of a Cooperative employee because of a marriage or an adoption to which the director was not a party.

 

 

 

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