Section 1. General Powers
The business and affairs of the Cooperative shall be managed by a board of 7 members which shall exercise all of the powers of the Cooperative except such as are by law, the Articles of Incorporation or these bylaws conferred upon or reserved to the members.
Section 2. Election & Tenure of Office
The members shall be elected by secret ballot by and from the members at the annual meeting to serve for terms of 3 years or until their successors are elected, all subject to the provisions of these bylaws with respect to removal of directors. If an election of board members shall not be held on the day designated herein for the annual meeting, or at any adjournment thereof, a special meeting of the members shall be held for the purpose of electing board members within a reasonable time thereafter. Board members shall be elected by a plurality vote of the members.
Section 3. Qualifications
No person shall be eligible to become or remain a board member of the Cooperative who:
a. Is not a member; or
b. Does not have their principal place of residence in the director’s district they represent; or
c. Is in any way employed by or financially interested to an extent greater than $1,000 in an enterprise or a business primarily engaged in selling electrical or plumbing appliances, fixtures or supplies to the Cooperative.
d. No person shall be eligible for nomination, election or appointment to the board of directors if he should be a member of the immediate family of a board member, a member of the immediate family of a nominating committee member, a full-time employee of the Cooperative, a member of the household of a board member, a member of the household of an employee or a holder of a joint membership with a director, nominating committee member or an employee. The term “immediate family” shall mean children, spouse, siblings, parents, foster parents, stepparents, grandparents, parents-in-law, sister- or brother-in-law, or son- or daughter-in-law.
When a membership is held jointly, one person representing a joint membership may be elected a director, provided, however, that the individual shall be eligible to become or remain a director to hold a position of trust in the Cooperative if the individual meets the qualifications hereinabove in this section set forth.
Upon establishment of the fact that a board member is holding the office in violation of any of the foregoing provisions, the board shall remove such board member from office.
Nothing contained in this section shall affect in any manner whatsoever the validity of any action taken at any meeting of the board.
Section 4. Nominations
There shall be a Nominating Committee consisting of 7 members with 1 member from each District as described in Section 7 of Article IV of these bylaws. The Nominating Committee shall meet not less than 60 days nor more than 180 days before the date of a meeting of the members of the Cooperative at which directors are to be elected. At least 60 days before such meeting of the members, the Nominating Committee shall nominate two (2) candidates to serve on the Nominating Committee and at least 1 candidate to serve as a board member for each District for which an election is to be held. District rotation shall be districts 1, 4, districts 2, 5, 7, and districts 3, 6. The members of the Cooperative shall then elect at the meeting of the members, 1 person from each District to serve on the Nominating Committee and 1 person from each District to serve on the board of directors.
Each member of the Nominating Committee shall serve for a 3 year term. No member of the board, immediate family member of a director, person holding a joint membership with a director or member of the household of a director may serve on the Nominating Committee. No member shall serve more than 1 consecutive term on the Nominating Committee. In the event a member of the Nominating Committee resigns or becomes ineligible to continue to so serve, the members of the board of directors shall appoint a successor to fill the unexpired term of the open seat on the Nominating Committee.
The nomination and election procedure for election to the board of directors and the names of the members of the Nominating Committee and the time, place, date or dates of their meeting or meetings shall be published in our monthly newsletter, provided through direct mailings or through the use of other local media prior to the meeting of the Nominating Committee. The committee, keeping in mind the principle of equitable representation, shall prepare and post at the principal office of the Cooperative at least 20 days before the meeting of the members at which directors are to be elected a list of nominations for board members which shall include at least 1 candidate for each board position to be filled by the election. The secretary shall be responsible for mailing with the notice of the meeting or separately, but at least 20 days before the date of the meeting of the members at which directors are to be elected, a statement of the number of board members to be elected and the names and addresses of the candidates nominated or approved by the Nominating Committee.
Any 50 or more members acting together may submit to the Nominating Committee at least 120 days before the meeting of the members at which directors are to be elected, other nominations for candidates for the board of directors or Nominating Committee by petition.. Nominations made by petition must be approved by majority (4/7) of the Nominating Committee before the nominee is included as a candidate for the board of directors or nominating Committee on the official ballot. Nominations from the floor during the meeting of the members will not be accepted.
Section 5. Removal of Board Members by Members
Any member may bring charges against a board member and, by filing with the Secretary or, if the Secretary is the subject of such charges, then the President, such charges in writing together with a petition signed by at least 20% of the members may request the removal of such board member for acting in bad faith, or the commission of an act that is unlawful which substantially interferes with the performance of his or her official duties as a board member. The exercising of judgment shall not be grounds for removal. Such board member shall be informed in writing of the charges at least 30 days prior to the meeting of the board at which the charges are to be considered and shall have an opportunity at the meeting to be heard in person or by counsel and to present evidence in respect to the charges; and the person or persons bringing the charges against him or her shall have the same opportunity. The question of the removal of such board member shall be considered and voted upon at the meeting of the board.
Within 60 days following such action by the board, the charging parties of the challenged board member or a board member who has been removed may initiate an appeal of the decision of the board of directors to the membership at the next annual membership meeting or a special meeting if called as provided under Article III, Section 2. If an appeal is filed by the board member, the removed board member’s seat shall remain vacant until action by the membership at the next annual or special meeting of the members. Any vacancy created by such removal following the appeal or after the time for appeal has expired or any other vacancy occurring in the board including a vacancy by reason of death, resignation or disability shall be filled by the affirmative vote of a majority of the remaining board members for the unexpired portion of the term.
Section 6. Compensation
Board members shall not receive any salary for their services as such, except that members of the Cooperative may by resolution authorize a fixed sum for each day or portion thereof spent on Cooperative business, such as attendance at meetings, conferences and training programs or performing committee 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 Cooperative business or granted a reasonable per diem allowance by the board in lieu of detailed accounting for some of these expenses. No board member shall receive a compensation for serving the Cooperative in any other capacity, nor shall any close relative of a board member receive compensation for serving the Cooperative, unless the payment and amount of compensation shall be specifically authorized by a vote of the board members or the service by the board member or his or her close relative shall have been certified by the board as an emergency measure.
Section 7. Voting Districts
The territory served by the Cooperative shall be divided into 7 districts. Each district shall be represented by 1 director. The 7 districts in which the principal residence of a director shall be, are as follows:
All of German Township.
That portion of Clifty Township north of State Road 46 East. All of Hawcreek Township. All of Flatrock Township and that area served within Clay Township of Decatur County, which is north of State Road 46 East.
That portion of Columbus Township as bounded by State Road 46 East and Road 100 South on the south, and extending north to 400 North and west to 500 West, and south to 200 North, east to 400 West and south to the north side of State Road 46 West. Also, including that portion of Harrison Township north of 100 South.
All of Rockcreek Township. That part of Clifty Township south of State Road 46 East. All the area served within Geneva Township of Jennings County. Area served within Jackson Township of Decatur County and that area of Clay Township, Decatur County, which is south of State Road 46 East.
All of Clay Township. All of Sandcreek Township. The southeast portion of Columbus Township bounded by White River on the west and State Road 46 East and 100 South on the north.
All of Wayne Township. The southwest portion of Columbus Township bounded by White River on the east and State Road 46 West on the north. All areas served within Hamilton Township of Jackson County east of the Jackson County Highway which is a continuation of Bartholomew County Road 400 West.
That portion of Harrison Township as bounded to the east by 400 West, and to the north by 100 South, and to the west by the Brown and Bartholomew county line. All of Ohio Township. All of Jackson Township and all areas served within Hamilton Township of Jackson County west of the Jackson County Highway which is a continuation of Bartholomew County road 400 West.
(All in Bartholomew County unless otherwise stated.)
The board of directors shall review the composition of the several districts and if it shall be found that inequities in representation have developed which can be corrected by a redelineation of districts, the board of directors shall reconstitute the districts so that each shall contain, as nearly as possible, the same number of members.
Section 8. Election of Directors
Election of directors shall be by printed ballot. The ballot shall list the candidates nominated by the Nominating Committee and any candidates nominated by petition and approved by the Nominating Committee, arranged by district in alphabetical order by last name. The incumbent may be designated as such on the ballot. Each member of the Cooperative present in person or an organization by an authorized representative at the meeting shall be entitled to 1 vote for 1 candidate from each district. The candidate from each district receiving the highest number of votes at such meeting shall be considered elected as director.