Co-Mo Electric Cooperative
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Member Handbook Co-Mo Electric Cooperative A Touchstone Energy ® Cooperative ...The power of human connections ®
Transcript of Co-Mo Electric Cooperative
Member Handbook
Co-Mo ElectricCooperative
A Touchstone Energy® Cooperative...The power of human connections®
TABLE OF CONTENTS
Message from the Manager .............................................Page 4Service Interruptions .......................................................Page 5Owned by Those We Serve .............................................Page 6Where Your Electricity Comes From ..............................Page 8Your Membership & Electrical Responsibility With Co-Mo ............................................................Page 9Touchstone Energy ........................................................Page 15“Operation Round-Up” ................................................Page 16Ten Foot Rule ................................................................Page 17Some Details on Specific Users ....................................Page 18Bylaws...........................................................................Page 22
Co-Mo Electric Cooperative A Touchstone Energy® Cooperative ...The power of human connections®
29868 Hwy 5P.O. Box 220
Tipton, Missouri 65081-0220www.co-mo.coop
(Call the office pertaining to your area.)
ACCOUNT NUMBER Your service location is identified by an account number. This number helps us pinpoint your exact location on our maps, tells us the type service you have, ensures you get proper credit when you pay your electric bill and it assists us in many ways.
Should you contact us for information concerning your account, please tell us your account number - this will save time that would otherwise have to be used to determine your number from our records.
Tipton Office:...........................................Monday - Friday Call 660-433-5521 or 800-781-0157Laurie Office: ..........................................Monday - Friday Call 573-374-5407
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Welcome to Co-Mo:
We are pleased to have you as a new member and look forward to serving your energy needs. Co-Mo employees are committed and take great pride in providing the best service possible to our members. Since our inception in 1939, Co-Mo has been dedicated to our mem-bers and will continue to be here to provide safe, efficient and reliable energy services into the future.
The Member Information and Bylaws in this handbook are to provide you with information about your electric cooperative. We are here to serve you and our purpose is reflected in our Mission State-ment which is: “Co-Mo Electric Cooperative exists to provide quality services to meet the energy needs of its members at the lowest cost consistent with sound business practices - and to enhance the quality of life in rural areas through identification and support of economic, civic and educational opportunities.”
Our Bylaws are the governing rules of our members and this handbook briefly describes how we operate and what your privileges and obligations are as a member-owner to efficiently or best serve the majority of our member-owners.
We live in a changing world and this cooperative will do its best to change with the times and keep you informed of those changes. There are two very basic ways we will keep you informed of what is happen-ing at Co-Mo and in rural electrification. The first is Rural Missouri, a statewide magazine published monthly by the Association of Missouri Electric Cooperatives (AMEC). It includes state and national happen-ings and tells how they affect Missouri’s Rural Electric Cooperatives (REC) members. Also, presented are features on cooperative members, public safety, energy conservation articles, and public interest stories. Co-Mo provides local news (“Co-Mo Country”) in the center of this publication. The second way we keep you informed is by you attend-ing your Annual Meeting. Among the items of business conducted at this meeting are annual reports of the Cooperative’s operations, election of directors, and other pertinent business. Members will be notified of the date, time and place of the Annual Meeting each year. Your participation at these annual membership meetings is essential to the continued success of your Cooperative.
Your Board of Directors and employees are here to serve you and we look forward to fulfilling our obligation to you.
Sincerely, General Manager/CEO
Message from the General Manager/CEO
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Interruptions in your electric service may occur for a number of rea-sons. Perhaps from a vehicle striking a pole, from weather (ice, wind, snow or lightning), or from someone cutting a tree through the line. If your electricity goes off, before calling Co-Mo to report the power outage, please do the following: 1. Check your fuses or flip the breakers. 2. If the problem appears not to be on your side of the meter, check with your nearest neighbors to see if they are without power. This will determine if the main line is out, or just your residence. 3. Report the power failure to Co-Mo. Please be pre- pared to give the following information: a. Your name and location. (We need the person in whose name the account is listed.) b. The time power went off and if your neighbors are affected. c. Have your account number that is shown on your monthly bill. 4. During a lengthy outage, disconnect electrical appli- ances and turn your thermostat to the lowest or highest setting - depending on the season. After power has been restored for about five minutes, return the thermo- stat to the normal setting and turn on appliances one at a time as needed. This prevents an OVERLOAD for you.
During inclement weather causing major power outages, our phone lines may be very busy.
If you live north of Highway 52, the telephone number to report an OUTAGE is 660-433-5521 or 800-781-0157 at Tipton. If you live south of Highway 52, the number to call is 573-374-5407 at Laurie.
(For those calling the Laurie office and receiving no answer, call the Tipton number.)
Co-Mo does not guarantee continuous and uninterrupted electric service. We will not be liable for loss or damage caused by any failure to supply continuous electric energy, or by an interruption, or reversal of the supply of electricity, if due to any cause beyond the reasonable control of the Cooperative.
The member will notify the Cooperative promptly of any defect, trouble, or irregularity in the electric service.
Whenever service is interrupted for work on lines or equipment, we will, as far as practical, make the interruption at a time that will cause the least inconvenience to the member. If practical, members will be notified in advance of a planned outage.
Service Interruptions
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The first rural electric cooperatives were orga- nized in the 1930’s.
At the time, very few people living outside city limits had electricity. The federal govern-ment established the Rural Elec-trification Administration (REA) in 1935 to lend money to build lines for electric service beyond the nation’s towns and cities.
In most instances even with a govern-ment loan, estab-lished power companies would not build the line. Therefore, people who needed electric-ity for their rural homes and farms joined together and formed coop-eratives, borrowing money from REA to construct power lines. In this manner, about 1,000 elec-tric cooperatives were formed throughout the United States.
A rural electric cooperative is owned by the people who use its services. As a consumer of electricity, you own part of the business.
Co-Mo was incorporated on May 9, 1939, with the first lines being energized on December 24, 1939. The goal was to bring central station electric service to the farms and rural areas of
Owned By Those We Serve
Cooper, Moniteau and Morgan counties. This is how the name of “Co-Mo” originated. Today, our service area has expanded into parts of six other counties.
The first permanent office was located in downtown Tipton with a district office at Laurie
being established in 1959 to serve the lake area. In 1960, our present headquarters facility
was constructed on Highway 5, south
of Tipton. A cooperative operates on a not-for-profit basis. All rev-
enues above the cost of doing busi-
ness (margins) are assigned to
the members under a patronage refund plan
called “capital credits.”Capital Credits - Capital
credits are refunded under the di-rection of the Board of Directors according to the Bylaws of the Cooperative. Accurate records are kept of the amount of capital credits assigned to each member. More than 14 million dollars have been returned to Co-Mo’s members under the capital credit program.
Co-Mo is one of 40 member owned, nonprofit rural electric distribution cooperatives in Mis-souri.
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to a lender. RUS is an agency of the United States Department of Agriculture and it lends money to cooperatives such as Co-Mo. All money borrowed from RUS is paid back with interest. Loan money is used for constructing and upgrading our electrical distributions system.
Co-Mo receives additional financing from the National Ru-ral Utilities Cooperative Finance Corporation (CFC). CFC is a self-help financing institution which utilizes the private money market for loans to supplement funds available from RUS. CFC is owned and operated, as a Cooperative, by the participating cooperatives or members.
Board of Directors - The members of Co-Mo elect a nine-member Board of Direc-tors as the governing body. Each director serves a three-year term on the board. Three directors are elected from each of the three voting districts in our service area.
The board meets monthly to set policies and review mat-ters concerning the finances and operations of the Coopera-tive.
The directors hire a General Manager/CEO who is respon-sible for the overall operation of the Cooperative. The manager and staff carry out the policies established by the Board of Directors.
Taxes - Co-Mo pays all taxes any other business pays, with the exception of income taxes. Since we are a nonprofit organization, there is no profit on which to pay income tax.
Funding -The Rural Utilities Service (RUS) formerly the Ru-ral Electrification Administration, does not own Co-Mo nor does it make the Cooperative’s policies. You own the Cooperative and your Board of Directors set its policies. The relationship of Co-Mo to RUS is that of a borrower
Co-Mo’sServiceTerritory
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All power distributed by Missouri’s electric coopera-tives is provided by Associated Electric Cooperative (AECI) in Springfield, Missouri. AECI operates power plants at the Thomas Hill Energy Center near Moberly and plants at New Madrid. In addition to the coal-based generation at Thomas Hill and New Madrid, AECI has several intermediate and peak-ing generation plants across the state. AECI has access to hydro-power from the Southwest Power Administration which includes power generated instate at Table
Rock, Bull Shoals, Truman and Cannon Dams and maintains in-terconnections with other power suppliers in the Midwest.
AECI delivers bulk power to six transmission cooperatives, who in turn, deliver it to the distribution cooperatives. The distribution cooperatives, like Co-Mo, then delivers the power to the consumer in their service areas. Central Electric Power Cooperative, (CEPC), headquar-tered in Jefferson City, delivers wholesale power to Co-Mo’s 15 substations.
Where Your Electricity Comes From
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Membership - Co-Mo accepts the responsibility for adherence to the principle of area coverage. Service will be made available when an applicant for member-ship complies with requirements of the Cooperative’s Bylaws and any applicable board policies.
Consumer Security Deposits - A Security Deposit may be re-quired on any connection unless the applicant has a satisfactory credit history.
Account Name Changes/Mem-ber Withdrawal - When you move out and another person moves into your home or busi-ness, you are responsible for the electric bill until you request the service taken out of your name. The party moving in must apply for service and pay any deposit(s) or any other applicable charges. Otherwise, you may end up paying for electricity used by the person who moves in.
A member may voluntarily withdraw in good standing from the Cooperative, provided payment has been made for all amounts due.
The member is responsible for all electricity consumed at the meter until proper notice has been given to the Cooperative to discontinue service.
Upon such withdrawal, any deposits then held by the Cooperative will be refunded or applied against any unpaid bal-ance owed.
Your Membership &Electrical Responsibility with Co-Mo
The Cooperative reserves the right to remove any or all of its facilities for providing electric service from a member’s premises upon disconnection of electric service.
Prior Debt - Service will not be provided to an applicant who owes the Cooperative on another account, either active or disconnected. Using another name or person for connections, under these circumstances, is not permitted. Service will only be provided when the prior indebt-edness has been paid and present membership requirements are met.
Reconnection Fee - A reconnec-tion fee may be required from members requesting service be reconnected.
Line Extension Contribution - Aid in construction may be required to extend a new line to your location.
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Relocation of Electric Facili-ties/Member’s Request - If a member requests that our facili-ties be relocated or redesigned for their benefit or if they create a safety hazard (i.e., build too close to our line), they will be required to pay the cost associated with relocating our facilities. If the requested relocation would be equally beneficial to the coop-erative, the member will only be required to pay one-half (½) of the cost associated with the relocation.The member making the request will provide necessary easements and if applicable clear necessary right-of-way and provide the required trench if underground is involved.
The cooperative will make an estimate of the cost of relocat-ing the line and the member will be required to pay in advance of construction.
Disconnect Devices at Meter Locations - Co-Mo requires a disconnect device at every new retail metering point. Discon-nect devices are a recognized safety feature and convenience for the member when installed between the meter and entrance conductors. They will allow any building or load to be safely disconnected from the electric distribution system.
Meter Removal When Needed - If it becomes necessary to remove your meter for wiring, etc., please contact our office in Tipton or Laurie, depending on your location. We will dispatch a qualified employee to remove the meter. If possible, please
make your request at least 24 hours in advance of the time the meter needs to be removed. This will give the Cooperative time to organize its work load. Charges will apply for meter removal be-fore/after normal working hours.
Resale of Power - Members will not directly or indirectly resell electric energy for any purpose, except in the case of rental facili-ties, the cost of the utilities may be included in the rent paid by the tenant. Members will not divert electric energy to other premises or use it for purposes other than those permitted in the Bylaws, rules and regulations of the Cooperative and by state or local laws, rules and codes.
Two Services From the Same Meter - Two or more households will not receive electricity from the same meter. If this condi-tion is found to exist, it must be corrected or the service will be disconnected.
Access to Premises - Authorized representatives of the Coopera-tive must have access to premis-es to maintain, remove or replace Cooperative property, to read meters, and to do anything else connected with supplying electric service.
Employees of the Coop-erative must also be furnished access to property for emergency repairs, removals, replacement or operation of the Cooperative’s facilities.
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Right-of-Way Clearing & Reclearing - The initial clearing of the right of way is the respon-sibility of the member to whom service is being built. After the line is built, the Cooperative will assume responsibility for reclear-ing.
Keeping our right of way clear of trees and brush is an important part of providing reli-able electric service. We ask for your cooperation in allowing us to maintain our right of way on your property.
Charges for Damage to Coop-erative Property - Whenever the Cooperative’s property or equipment is damaged by any person or persons, and it can be determined that such damage was caused by fault or negligence, the Cooperative will seek reimburse-ment for actual cost of labor and material to replace or repair said damage, plus overhead.
DO NOT BREAK YOUR METER SEAL!Tampering with a meter is a felony, under
Missouri State Law, punishable by imprisonmentand a fine.
Meter Tampering - Meters are sealed for two reasons: first, to protect the member by making the meter off-limits. Secondary voltage kills more people than any other voltage. Only a qualified Cooperative employee has authorization to cut the seal on the meter or re-move it. An exception would be an experienced electrician getting permission from the Cooperative to remove the meter seal.
The second reason the meter is sealed is to pre-vent someone from stealing
electricity. If the meter is tampered with, the member will face the chance of losing electric service, paying for damages - plus estimated loss of revenue, a bad credit rating, or legal action. Stealing elec-tricity is against the law and will be dealt with as such.
The Cooperative makes spot checks periodically of all meters at each of the locations we serve. We need your help to control the theft of electric-ity. Let us know if you find something amiss in your area.
REMEMBER, when someone is stealing electricity - you’re paying that bill, too!
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Member Request for a Me-ter Test - Co-Mo will test the accuracy of the meter upon the member paying a fee; the fee will be applied against the cost of the test. If the meter, when tested, is found to be in error, the fee will be refunded to the member and an adjustment will be made in past bills to the extent of the percentage the meter is found to be in error. An attempt will be made to adjust the member’s bill back to the time it appears that the trouble started; however, adjustments will not extend back past a three-month period. The member will be informed of the results of the meter test in person or by letter.
The Cooperative makes periodic tests and inspections of its meters in order to maintain the required standard of accuracy.
Returned Checks - When a check in payment of a member’s account is returned unpaid by the bank, the Cooperative will send a statement to the current address on file for the amount due plus a service charge. This amount must be paid by cash or cash equivalent within seven days or the service will be disconnected. If the Cooperative must visit the consumer at the location for the purpose of collecting or discon-necting, a collection fee will be added to the amount due.
If three checks are returned within a 12-month period, additional checks will not be ac-cepted from the member. Future payments must be made in cash or cash equivalent.
Reasons for Disconnection -
1. Failure to pay the electric bill.2. Discovery of meter tampering or diver- sion of electric energy.3. More than one residence receiving service through one meter.4. Member having prior debt, living at a location with account in some other name.5. Refusal of access to meter or if access to meter is obstructed or hazardous.6. Unsafe wiring or equipment installation.
Electric service may be reconnected upon proper correction or restitution of the above infractions or violations.
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Monthly Billing - A bill will be mailed to you each month. Pay-ments must be in our office by the 10th to avoid a late charge. Please mail your payment by the 5th to allow delivery by the due date.
Levelized Payment Plan (LPP) - This plan enables members to spread their higher heating and/or cooling costs over the entire year, allowing members to more accu-rately budget the cost of energy.
To be eligible, a member must have a full-time residential account and a 12-month good pay history at the account to be placed on LPP.
The LPP uses a roll-ing twelve-month average to determine the current bill. The levelized bill may vary slightly from month to month to adjust for a general increase or decrease in usage.
The LPP may be terminated upon the member’s request, dis-connection of service or when the member no longer maintains a good pay history.
Automated Clearing House (ACH) Payment Program - With ACH your monthly electric payment will be automatically deducted from your checking or savings account or by debit/credit card. To sign up, you need to fur-nish the Cooperative a copy of a voided check or bank deposit slip from your checking or savings account and sign an authorization for the transfer to be made.
You will be sent a bill at the beginning of each month
letting you know how much will be transferred from your account on the 10th. If the 10th falls on a weekend, the transfer will be made the first bank working day following the 10th.
Policy of Delinquent Accounts- Each month the cooperative will mail a bill to the member for electric usage showing a due date. If payment is made after the due date, a 5% penalty will also be charged. Accounts not paid or having payment arrange-ments made by the due date will become subject to disconnec-tion. A collection trip fee will be charged if the cooperative must send an employee to collect a past due balance. If the account is disconnected, a reconnect fee will be charged along with electric charges through the date of dis-connect and possibly an additional deposit before reconnection is made. Charges for a reconnect outside normal working hours are substantially higher.
Rates - The charge for the electricity you use is set by your Board of Directors after an exten-sive review of power costs, oper-ating expenses, and other financial obligations.
These rates are designed to equitably meet revenue require-ments with each rate classification carrying its fair share of costs. Rate adjustments are approved by Rural Utilities Service (RUS).
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Monthly Availability Charge - The monthly availability charge is a fixed charge to have electric-ity available without any kWh usage. It begins upon completion of the line extension and/or meter installation.
Dusk to Dawn Lights - A dusk- to-dawn security light can be installed for a monthly charge. Minimum contract period is one year. The Cooperative installs dusk to dawn lights on poles that already have secondary voltage available. Repairs are made dur-ing regular business hours only.
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Years ago, neighbors joined together in communities all
across America to build consum-er-owned electric cooperatives. As these areas grew, electric cooperatives grew with them. Now, these independent co-ops are working together to serve the people better by creating America’s largest utility network. In 1997, the National Ru-ral Electric Cooperative Association (NRECA) unveiled Touchstone Energy®. Co-Mo became a Touchstone Energy® Cooperative in the fall of 1998.
Touchstone Energy® is a nationwide marketing alliance of locally owned and operated elec-tric cooperatives joined together in a common commitment to provide superior and responsive service to residential and business consumers, large or small. These cooperatives pledged to operate with integrity, accountability, innovation, and a spirit of com-munity awareness.
The name refers to the “touchstone” as a measure of quality and value. It was chosen because it best reflects the spirit of dedication that electric coop-eratives represent.
As electric utilities experi-ence the effects of a growing number of state and federal
Touchstone Energy®
initiatives aimed at deregulating the electric industry many utility operations are being restructured. In view of these changes, electric cooperatives across the nation have banded together under the Touchstone Energy® banner to bring to light their traditional ad-vantages -- as well as the expand-ing possibilities that Touchstone
Energy® will offer.
Today, hundreds of electric coop-eratives are represented in
a national Touchstone Energy® advertising and branding cam-paign designed to focus on the enhanced value that co-ops offer. These ads point out that electric cooperatives will continue to serve their members and commu-nities as they’ve done for many years.
Co-Mo’s participation as a Touchstone Energy® Cooperative simply means we have joined other electric cooperatives com-mitted to providing superior service at affordable rates. This partnership combines the advan-tages of a strong local presence and the expertise and resources of a nationwide network.
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“Operation Round-Up”
“Operation Round-Up” - “Operation Round-Up” is a voluntary program to create a charitable trust to raise funds to serve the needs of our service area.
These funds are raised by member’s rounding up electric bills to the next
highest dollar each month. For example, if your month’s bill is $52.71, you will pay $53, with 29 cents going directly into the “Opera-tion Round-Up” fund. Your dona-tion for any month may be as little as a penny or as much as 99 cents. The average donation
will be just over $6 a year - or about 50 cents per month.
The way the money is allocated is determined by a board of community leaders who volunteer their time and talents. All administrative expenses are paid for by the Cooperative.
If you would wish to participate or rather not par-ticipate in “Operation Round-Up”, please advise our office in writing or by calling our toll-free number: 800-781-0157.
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Of all energy used in your house, 70 percent may go to heating, air conditioning and water heating (unless you have ground source for these jobs).
Therefore, the biggest pay-back from home energy efficiency measures comes from taking steps to reduce heating, air conditioning, and heating water. Some steps may include:Improve insulation and weather stripping for the house or buildingInstall storm windows and storm doors Reduce thermostat settings overallHave trees and shrubs properly located for windbreaks and trees for summer shadeSelect heating and air conditioning equipment with
higher efficiency ratings (SEER ratings above 12 are suggested for central air conditioners and heat pumps)Locate water heaters in moderate environments in the house; avoid subjecting a water heater to chilly winter temperatures, and purchase water heaters that have better insulation (foam insulation 2 inches thick or more) Be quick to fix any plumbing leak, including a dripping faucet
No, it’s not a dance step, and it’s not a giant mea-suring stick.
The rule refers to the distance extending ten feet in every direction from any power line. It’s the distance you should observe when you’re working outdoors with equipemnt or ma-chinery, such as a crane, forklift, back hoe, dump truck, TV antenna, ladder, drilling rig, block loader, etc.
It’s also important to remember that Missouri law requires you to notify us anytime you work near Co-Mo’s power line.
So, play it safe, and remind your co-workers and neighbors to practice the “10-Foot Rule” also.
Next, Some Details on Specific Users
Do You Know theTen Foot Rule?
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Co-Mo can provide you with an analysis of suggested
sizes and placements for heating and air conditioning systems. Proper sizes and types of heating and cooling systems are crucial to efficiency and comfort.
Oversized equipment may actually be worse than equipment that is too small.
You may be able to add auxiliary heating or air condi-tioning where equipment is too small; however, when the central equipment is larger than needed you may be stuck with reduced efficiency and inconsistent comfort.
Air ducts, both supply and return, must be large enough and positioned correctly for each room.
Types of heating and cooling equipment are also im-portant choices.
You may do well to consider options such as room-by-room equipment, zone-by-zone equip-ment, or a central system. Each option has its own best applica-tion.
Consider carefully the benefits found in Ground Source (geothermal). Ground Source costs more up-front but saves you money overall. Ground source moves heat from underground into your house or building in winter and then compounds it to give real, true warmth. This can save two-thirds on the cost of heating. In summer, it removes heat from your house and deposits it down in the ground.
Air Source Heat Pumps, while not as good as ground source systems, may fit your plans.
Air source heat pumps can save as much as one-fourth of the cost of winter heating when matched with a furnace, and provide efficient summer air conditioning.
An air source heat pump may be added to an existing furnace.
Sizing Heating and Cool-ing - Contact Co-Mo before you build, remodel, or replace equipment so a detailed study may be made for you. Finding out options available to you is especially beneficial before con-tacting a dealer.
Selecting Heating and Cooling Equipment
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The cost of operating an electric motor is affected by several factors:
Size (horse power) efficiently starting with the manufactured rating.
Work loadMaintained condition
(including cleanliness)Price per unit of energy
and powerLength of time in opera-
tionOne horse power equals
746 watts, by defini- tion. However, this is only true for a wonder- ful, almost new motor that is, perhaps, above 10 horse power. Smaller motors gener- ally require more energy for each incre- ment of horse power. It is not unusual for fractional horse power motors to require considerably higher amounts of electricity proportionately.
Estimating Watts (when wattage is not listed): Multiply Amps times Volts - Watts are important because watts are at the heart of what you pay for in your electric bill. You actually buy kilowatt-hours. One kilowatt- hour is 1,000 watts for one hour, so a 100 watt light bulb in use for 10 hours (100 x 10 =1,000) con-sumes one kilowatt-hour (kWh).
The cost of most electricity application can be found through
multiplying the wattage required by the amount of time it is in use. Remember to divide the answer in watt hours by 1,000 to give you kWh. Then, multiply kWh by the cost of each kWh. So, a newer 400 watt refrigerator that should have the compressor op-erating, to re-cool the inside, just 30 percent of the time, could be expected to cost $7.48 per month to operate, figured this way:
400 watts x 730 hours in a month = 292,000 watt hours 292,000 Wh divided by 1,000 = 292 kWh 292 x 30% = 88 kWh. 88 kWh x .085 (national cost figure for kWh)* = $7.48
*Co-Mo’s cost figure is less than this national average.
Calculating Energy Consumption
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Peak Alerts - A “Peak Alert” is an opportunity to help keep rates low.
Peak Alerts most commonly come during extreme weather. Very hot, and perhaps humid, weather in summer and frigid weather in winter are times when peak alerts may be expected.
When the weather is extreme, it is a good time to switch-off what you can.
In winter, when possible: Use hot water during the mid
part of the day and restrict hot water use at other times.
Mid-day is a good time for laundry, washing dishes, etc.
In summer, when possible: Do laundry, dishes, and
cooking early in the day. Make late afternoons and
evenings times of reduced electricity use.
Future prices you pay for
electricity may directly be af-fected by whether or not you do your part to reduce use when weather is extreme. “Peak Alert” announcements may be heard on radio and perhaps on television. Co-Mo has agreements with radio stations in Versailles, War-saw, Boonville, and California to announce “Peak Alerts”.
Power Surges - Far more “power surges” originate within a building’s or home’s wiring sys-tem than come from the power line. Electric appliances and items connected to your private electric wiring system will create spikes that could be harmful to some other electric items you have. To help you protect against
surges, Co-Mo offers information and designs for surge protection.
Dedicated grounding is to be a part of your wiring system, and it is to provide a very good path for surges to follow so they may be sent into the ground.
Co-Mo has quality surge suppression items that members may purchase.
Surge suppression usually involves a series of suppressors. An arrester for the more forceful surges, such as lightning, is positioned at the meter base; this is the most common protection members purchase from Co-Mo. A suppressor that is backed with a warranty by its manufacturer, and gives advanced protection, is available for you to have an electrician install at the service entrance breaker panel. The final step comes in individual plug-in surge suppressors at each recep-tacle where delicate electronic items are connected.
Co-Mo’s lines and equip-ment have means to send a significant amount of lightning’s energy into the ground, but total control over lightning is not pos-sible. There is no “claim cover-age” for lightning.
Power Blinks - Power blinks on the other hand are not surges. A blink may occur any time the power line requires breaker protection. Whenever contact is made with a power line, whether the contact comes from a tree branch, an animal, or whatever, (and the contact shorts across the normal safe circuit for the line) then a breaker may begin to open and close as needed. This opening and closing may be seen
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as blinks, which lets you know that line protection is helping to assure that the line does not melt apart at some point, while at the same time is working to keep the best possible quality in your electricity.
Power Outage - Power outages do not normally damage appli-ances or other electrical hookups; power is merely discontinued for a period of time. Do be careful, though, not to turn on an appliance or device during a power outage because you might overlook turn-ing it off again. In addition, it is recommended that you turn off as many items as possible and then turn them back on after power is restored.
Storms Will Come - There may be other reasons why you would want to have a stand-by generator to provide yourself with electricity during an emergency.
Generators must be matched to loads connected to them. Co-Mo will assist you in deter-mining the suggested generator size and characteristics.
Load Transfer Switch - A stand-by generator requires a special load transfer switch, which assures that the generator will always be isolated away from the power line. This constant separation must be in place to prevent power from the generator going onto the power line, which could be fatal to a worker repairing an outage. An-other reason for constant separa-tion is to prevent damage to other consumer’s appliances; the stand-by generator could also be dam-aged. If the generator’s elec-
tricity leaked onto the power line during an outage, the generator would be insufficient to provide the force and flow of electricity demanded by other consumer’s appliances, and those appliances could quickly be damaged.
Co-Mo can help you select the proper transfer switch. Many members with stand-by genera-tors have Co-Mo installed trans-fer switches at their meter-point service connections.
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BYLAWS
Co-Mo Electric Cooperative
as amended at68th Annual Meeting
May 24, 2007
A Touchstone Energy® Cooperative . . .The power of human connections®
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TABLE OF CONTENTS
Article I Membership ....................................................... Page 24Article II Rights and Liabilities of Members ..................... Page 27Article III Meeting of Members .......................................... Page 27Article IV Directors ............................................................. Page 29Article V Meetings of Board of Directors ......................... Page 32Article VI Officers ............................................................... Page 33Article VII Non-Profit Operation .......................................... Page 36Article VIII Disposition of Property ...................................... Page 38Article IX Seal ..................................................................... Page 40Article X Financial Transactions ........................................ Page 40Article XI Miscellaneous ..................................................... Page 40Article XII Term of Existence .............................................. Page 42Article XIII Amendments ...................................................... Page 42Statement of Nondiscrimination ................................................ Page 42
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BYLAWSCO-MO ELECTRIC COOPERATIVE, INC.
ARTICLE I
MEMBERSHIP
SECTION 1. Requirements for Membership. Any person, firm, association, corporation, or body politic or subdivision thereof, will become a member of Co-Mo Electric Cooperative, Inc. (hereinafter called the “Cooperative”) upon receipt of electric service from the Cooperative, provided that he/she or it has first:
(a) made a written application for membership therein;(b) agreed to purchase from the Cooperative electric energy as
hereinafter specified;(c) agreed to comply with and be bound by the articles of incor-
poration and bylaws of the Cooperative and any rules and regulations adopted by the board.
No member may hold more than one (1) membership in the Co-operative, and no membership in the Cooperative shall be transferable, except as provided in these bylaws.
SECTION 2. Joint Membership. Unless the Cooperative is otherwise advised in writing, the membership of an individual shall be deemed to be jointly held by the individual and his/her spouse, or his/her other co-owner, subject to their compliance with the require-ments set forth in Section 1 of this Article. Any provisions relating to the rights and liabilities of joint membership apply equally with respect to the individual member, his/her spouse, or his/her co-owner. Without limiting the generality of the foregoing, the effect of the hereinafter specified actions by or in respect of the holder of a joint membership shall be as follows:
(a) The presence at a meeting of either or both shall be re- garded as the presence of one (1) member;
(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;
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(g) Either but not both may be elected or appointed as an officer or director, provided that both meet the qualifications for such office;
(h) Upon the legal separation or divorce of the holders of a joint membership, such membership shall continue to be held solely by the one who continues directly to occupy or use the premises covered by such membership in the same man-ner and to the same effect as though such membership had never been joint. Provided, that the other spouse shall not be released from any debts due the Cooperative.
SECTION 3. Conversion of Membership.
(a) A membership may be converted to a joint membership upon the written request of the holder thereof and the agreement by such holder and his/her spouse or joint owner to comply with the articles of incorporation, bylaws and rules and regu-lations adopted by the board;
(b) Upon the death of either party to the joint membership, such membership shall be held solely by the survivor. Provided, however, that the estate of the deceased shall not be released from any debts due the Cooperative.
SECTION 4. Purchase of Electric Energy. Each member shall, as soon as electric energy shall be available, purchase from the Coop-erative all electric energy purchased for use on the premises specified in his/her application for membership, and shall pay therefore at rates which shall from time to time be fixed by the board. Production or use of electric energy on such premises, regardless of the source thereof, by means of facilities which shall be interconnected with Cooperative facilities, shall be subject to appropriate regulations as shall be fixed from time to time by the Cooperative. It is expressly understood that amounts paid for electric energy in excess of the cost of service are furnished by members as capital and each member shall be credited with the capital so furnished as provided in these bylaws. Each mem-ber shall pay to the Cooperative an availability charge regardless of the amount of electric energy consumed, as shall be fixed by the board from time to time. Each member shall also pay all amounts owed by him/her to the Cooperative as and when the same shall become due and payable.
SECTION 5. Termination of Membership.
(a) Any member may withdraw from membership upon compli-ance with such uniform terms and conditions as the board may prescribe. The board may, by the affirmative vote of not less than two-thirds (2/3) of all the members of the board, expel any member who fails to comply with any of the pro-visions of the articles of incorporation, bylaws or rules and
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regulations adopted by the board, but only if such member shall have been given written notice by the Cooperative that such failure makes him/her liable to expulsion and such failure shall have continued for at least ten (10) days after such notice was given. Any expelled member may be rein-stated by vote of the board or by vote of the members at any annual or special meeting. PROVIDED, HOWEVER, that if an expelled member requests reinstatement by the members at an annual or special meeting, said expelled member shall give the board of directors of the Cooperative at least fifteen (15) days written notice prior to the date of said meeting of his/her intention to request such reinstatement.
(b) Upon the withdrawal, death, cessation of existence or expul-sion of a member, the membership of such member shall thereupon terminate. Termination of membership in any manner shall not release a member or his/her estate from any debts due the cooperative.
SECTION 7. Responsibilities of Members.Each member shall cause all premises covered by his/her mem-
bership to become or remain wired in accordance with the specifica-tions contained in the National Electrical Code or as otherwise specified by local administrative authority, or by the Cooperative. The Coopera-tive will not assist or be responsible for wiring of the premises, or for inspection of the premises to determine viability of the wiring therein. The Cooperative shall design and install its facilities in accordance with the National Electrical Safety Code and any design or engineering re-quirements of the Rural Utilities Service. The Cooperative shall deliver its electricity and interconnect its neutral with that of the member for purposes of safety. In no event shall responsibility of the Cooperative extend beyond the point at which its service wires are attached to the meter loop provided for measuring electricity, or beyond the point at which its neutral interconnects with that of the member at the meter loop used on member’s premises. The member shall be responsible for installing any devices protecting him/her, his/her family, or his/her property from the normal operating characteristics of electric service provided by the Cooperative.
ARTICLE II
RIGHTS AND LIABILITIES OF MEMBERS
SECTION 1. Property Interest of Members. Upon dissolution, after:
(a) All debts and liabilities of the Cooperative shall have been paid, and
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(b) All capital furnished through patronage shall have been retired as provided in these bylaws, then
(c) Any property and assets remaining after all liabilities or obligations of the Cooperative have been satisfied and discharged shall, to the extent practicable as determined by the board of directors, be distributed without priority but on a patronage basis among all persons who are or have been members of the Cooperative during the ten (10) years next preceding the date of the filing of the certificate of election to dissolve: PROVIDED, HOWEVER, that, if in the judge-ment 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 nonprofit charitable or educa-tional organizations that are exempt from federal income taxation.
SECTION 2. Non-liability for Debts of the Cooperative. The private property of the members shall be exempt from execution or other liability for the debts of the Cooperative and no member shall be liable or responsible for any debts or liabilities of the Cooperative.
ARTICLE III
MEETING OF MEMBERS
SECTION 1. Annual Meeting. The annual meeting of the members shall be held each year at such place within a county served by the Cooperative, as selected by the board and which shall be des-ignated in the notice of the meeting, for the purpose of electing board members, passing upon reports for the previous fiscal year and transact-ing such other business as may come before the meeting. It shall be the responsibility of the board to make adequate plans and preparations for the annual meeting. Failure to hold the annual meeting at the desig-nated time shall not work a forfeiture or dissolution of the Cooperative.
SECTION 2. Special Meetings. Special meetings of the members may be called by resolution of the board, or upon a written request signed by any three (3) board members, by the president, or by ten (10) percentum or more of all the members, and it shall thereupon be the duty of the secretary to cause notice of such meeting to be given as hereinafter provided. Special meetings of the members may be held at any place within one (1) of the counties served by the Cooperative as designated by the board and shall be specified in the notice of the special meeting.
SECTION 3. Notice of Members’ Meetings. Written or printed notice stating the place, day and hour of the meeting and, in case of a special meeting or an annual meeting at which business requiring
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special notice is to be transacted, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) days nor more than seventy (70) days before the date of the meeting, either personally or by mail, by or at the direction of the secretary, or upon a default in duty by the secretary, by the persons calling the meeting, to each member. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the member at his address as it appears on the records of the Cooperative, with postage thereon prepaid. The failure of any member to receive notice of an an-nual or special meeting of the members shall not invalidate any action which may be taken by the members at any such meeting.
SECTION 4. Quorum. Two (2) percent of the first two thou-sand (2,000) members and one (1) percent of the remaining members, present in person, shall constitute a quorum for the transaction of busi-ness at all meetings of the members. If less than a quorum is present at any meeting, a majority of those present in person may adjourn the meeting from time to time without further notice.
SECTION 5. Voting. Each member shall be entitled to only one (1) vote upon each matter submitted to a vote at a meeting of the members. All questions shall be decided by a vote of a majority of the members present voting thereon in person except as otherwise provided by law, the articles of incorporation or these bylaws. Voting by proxy shall not be permitted.
SECTION 6. Voting Districts. The territory served or to be served by the Cooperative shall be divided into three (3) districts, each of which shall contain as nearly as possible the same number of members. Each district shall be represented by three (3) directors. The original three (3) districts shall be as follows:
District No. 1 - District No. 1 shall include all of those mem-bers residing in the North one-third ⅓) of the project, said district to be formed on the basis of the number of members located therein and not as to the mileage of said lines. Said district shall be bounded as follows: On the North, by the Northern boundary line of said project; on the East and West, by the East and West boundary lines respectively; and on the South, by a line running in a direction generally East and West, the exact location of which shall be ascertained and established by the board of directors after a complete survey of the membership has been made.
District No. 2 - District No. 2 shall include all of those members residing in the Central one-third (⅓) of the project, said district to be formed on the basis of the number of members located therein and not as to the mileage of said lines. Said district shall be bounded as fol-lows: On the North, by the Southern boundary line of District No. 1; On the East and West by the East and West boundary lines respectively of said project; and on the South, by a line running in a direction gener-ally East and West, the exact location of which shall be ascertained
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and established by the board of directors after a complete survey of the membership has been made.
District No. 3 - District No. 3 shall include all of those mem-bers residing in the South one-third (⅓) of the project, said district to be formed on the basis of the number of members located therein and not as to the mileage of said lines. Said district shall be bounded as follows: On the North, by the Southern boundary line of District No. 2; on the East and West, by the East and West boundary lines respectively of said project; and on the South, by the Southern boundary line of said project.
From time to time the board of directors shall review the composition of the three (3) districts and, if it should be found that inequalities 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 7. Order of Business. The matters to be taken up and considered at the annual meeting of the members and, so far as pos-sible, at all the other meetings of the members, shall be essentially as follows: determination of a quorum; reading of the notice of the meet-ing and proof of the due publication or mailing thereof, or the waiver(s) of such notice of the meeting, as the case may be; reading of unap-proved minutes of previous meeting(s) of the members and the taking of necessary action thereon; presentation and consideration of reports of officers, trustees and committees; election of directors; unfinished business; new business, and adjournment.
The proposed order of business shall be determined by the board of directors and published with the notice of the annual or other meet-ing, except that the actual order of business may be otherwise deter-mined by the members at such meeting.
ARTICLE IV
DIRECTORS
SECTION 1. General Powers. The business and affairs of the Cooperative shall be managed by the board of nine (9) directors 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. Definitions. The word “BOARD” as used herein shall mean and refer to the board of directors. The words “BOARD MEMBER” as used herein shall mean and refer to a director. The words “BOARD MEMBERS” as used herein shall mean and refer to the members of the board of directors.
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SECTION 3. Election and Tenure of Office. The board of directors shall consist of the nine (9) members previously elected under the existing bylaws of the Cooperative at the time of their election for the remainder of their term. The members of the board of direc-tors shall serve until their successors have been elected and shall have qualified. Three (3) members of the board of directors shall be elected each year by secret ballot at the annual meeting of the members and all directors shall serve a term of three (3) years, or until their successors shall have been elected and shall have qualified, to succeed those direc-tors whose terms of office expire. One (1) of the directors elected each year shall be a resident of District No. 1; one (1) of the directors elected each year shall be a resident of District No. 2; and one (1) of the direc-tors elected each year shall be a resident of District No. 3. The board of directors shall at all times be composed of three (3) members from each district. Each member of the Cooperative present in person at the annual meeting shall be entitled to vote for one (1) candidate from each district from which a director is to be elected. Not more than one (1) resident of any township shall serve on the board of directors at any one (1) time.
If an election of directors shall not be held on the day designated herein for the annual meeting, or at any adjournment thereof, a spe-cial meeting of the members shall be held for the purpose of electing directors within a reasonable time thereafter. Directors may be elected by a plurality vote of the members in cases where more than two (2) candidates are nominated for a single director position. Ballots for the election of directors may be submitted by mail under procedures estab-lished by the board of directors and disclosed in the notice of the annual or special meeting.
SECTION 4. Qualifications. No person shall be eligible to become or remain a director of the Cooperative who:
(a) is not a member and bona fide resident in the area served or to be served by Cooperative at his/her principal place of abode;
(b) is in any way employed by or financially interested in a competing enterprise or a business selling electric energy, or supplies to the Cooperative;
(c) within the five (5) years immediately preceding his candidacy for director has been employed by the Cooperative or a cur-rent or retired employee of the Cooperative or their immedi-ate family member.
Upon establishment of the fact that a director is holding the office in violation of any of the foregoing provisions, the board shall remove such director from office.
Nothing contained in this section shall effect in any manner whatsoever the validity of any action taken at any meeting of the board.
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SECTION 5. Nominations. It shall be the duty of the board to appoint, not less than sixty (60) days nor more than one hundred twenty (120) days before the date of the meeting of the members at which board members are to be elected, a committee on nominations consist-ing of not less than nine (9) nor more than eleven (11) members who shall be selected from different sections so as to insure equitable repre-sentation. No member of the board may serve on such committee. The committee, keeping in mind the principle of equitable representation, shall prepare and post at the principal office of the Cooperative at least twenty (20) days before the meeting a list of nominations for board members which shall include at least two (2) candidates 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 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 can-didates nominated by the committee of nominations. Any fifty (50) or more members acting together may make other nominations by petition and the secretary shall post such nominations at the same place where the list of nominations made by the committee is posted. Nominations made by petition, if any, received at least forty-five (45) days before the meeting shall be included on the official ballot.
SECTION 6. Removal of Director by Members. Any member may bring charges against a director and, by filing with the Coopera-tive attorney such charges in writing together with a petition signed by at least ten (10) per centum of the members, may request the removal of such board member by reason thereof. Such board member shall be informed in writing of the charges at least thirty (30) 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 per-son or persons bringing the charges against him/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 members. Any vacancy created by such removal may be filled by vote of the members at such meeting without compliance with the foregoing provisions with respect to nominations.
SECTION 7. Vacancies. Subject to the provisions of these bylaws with respect to the filling of vacancies caused by the removal of director by the members, a vacancy occurring in the board shall be filled by the affirmative vote of a majority of the remaining directors for the unexpired portion of the term.
SECTION 8. Compensation. Directors shall not receive any salary for their services as such, except that the board of directors may by resolution authorize a fixed sum for each day or portion thereof spent on Cooperative business. If authorized by the board, directors
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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 director shall receive compensation for serving the Cooperative in any other capacity, nor shall any close relative of a director receive compensation for serving the Cooperative, unless the payment and amount of compensation shall be specifically authorized by a vote of the members or the service by the director or his/her close relative shall have been certified by the board as an emergency mea-sure.
SECTION 9. Policies, Rules, and Regulations. The board of directors shall have the power to make, adopt, amend, and rescind from time to time such policies, rules, and regulations as are not inconsistent with law, the Articles of Incorporation, or these bylaws, as the board may deem advisable for the management of the business and affairs of the Cooperative. Any such policies, rules, and regulations shall constitute and be a contract between the Cooperative and each member, and both the Cooperative and the members are bound by such contract as fully as though each had individually signed a separate instrument containing such policies, rules, and regulations and terms and provi-sions thereof.
ARTICLE V
MEETINGS OF BOARD OF DIRECTORS
SECTION 1. Regular Meetings. A regular meeting of the board of directors shall be held without notice, immediately after, and at the same place as, the annual meeting of the members. A regular meeting of the board of directors shall also be held at least bimonthly at such time and place as designated by the board of directors. Such regular meeting may be held without notice other than such resolution fixing the time and place thereof.
SECTION 2. Special Meetings. Special meetings of the board may be called by the president or by any three (3) 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 which may be via teleconference or video conference.
SECTION 3. Notice of Board Meetings. Written notice of the time, place and purpose of any special meeting of the board shall be de-livered to each board member either personally or by mail, by or at the direction of the secretary, or upon a default in duty by the secretary, by the president or the board member calling the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United
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States mail, addressed to the board member at his/her address as it ap-pears on the records of the Cooperative, with postage thereon prepaid, or e-mail at least five (5) days before the date set for the meeting.
SECTION 4. Quorum. A majority of the board shall constitute a quorum, provided, that if less than such majority of the board is pres-ent at said meeting, a majority of the board present may adjourn the meeting from time to time; and provided further, that the secretary shall notify any absent board members of the time and place of such ad-journed meeting. The act of a majority of the board members present at a meeting at which a quorum is present shall be the act of the board, except as otherwise provided in these bylaws.
ARTICLE VI
OFFICERS
SECTION 1. Number. The officers of the Cooperative shall be a president, vice-president, secretary, treasurer, and such other officers as may be determined by the board from time to time. The offices of secretary and treasurer may be held by the same person.
SECTION 2. Election and Term of Office. The officers shall be elected by ballot, annually by and from the board at the meeting of the board held immediately after the annual meeting of the mem-bers. 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 the first meeting of the board following the next succeeding annual meeting of the members or until his/her successor shall have been elected and shall have qualified. A vacancy in any office shall be filled by the board for the unexpired portion of the term.
SECTION 3. Removal of Officers and Agents by the Board. Any officer or agent elected or appointed by the board may be re-moved by the board whenever in its judgement the best interests of the Cooperative will be served thereby. In addition, any member of the Cooperative may bring charges against an officer, and by filing with the Cooperative attorney such charges in writing together with a petition signed by ten (10) percentum of the members, may request the removal of such officer. The officer against whom such charges have been brought shall be informed in writing of the charges at least thirty (30) days prior to the board meeting at which the charges are to be consid-ered 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 persons bringing the charges against him/her shall have the same opportunity. In the event the board does not remove such officer, the question of his/her removal shall be considered and voted upon at the next meeting of the members.
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SECTION 4. President. The president shall:
(a) be the principal executive officer of the Cooperative and, un-less otherwise determined by the members or the board, shall preside at all meetings of the members and the board;
(b) and may 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 Coop-erative, or shall be required by law to be otherwise signed or executed; and
(c) in general perform all duties incident to the office of president and such other duties as may be prescribed by the board from time to time.
SECTION 5. Vice-President. In the absence of the president, or in the event of his/her inability or refusal to act, the vice-president shall perform the duties of the president, and when so acting shall have all the powers of and be subject to all the restrictions upon the president. The vice-president shall also perform such other duties as from time to time may be assigned to him/her by the board.
SECTION 6. Secretary. The secretary shall be responsible for:
(a) keeping the minutes of the meetings of the members and of the board in books provided for that purpose;
(b) seeing that all notices are duly given in accordance with these bylaws or as required by law;
(c) the safekeeping of the corporate books and records and the seal of the Cooperative and affixing the seal of the Coopera-tive to all documents, the execution of which on behalf of the Cooperative under its seal is duly authorized in accordance with the provisions of these bylaws;
(d) keeping a register of the names and post office addresses of all members;
(e) keeping on file at all times a complete copy of the articles of incorporation and bylaws of the Cooperative containing all amendments thereto (which copy shall always be open to the inspection of any member) and at the expense of the Cooper-ative, furnishing a copy of the bylaws and of all amendments thereto to any members upon request; and
(f) 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/her by the board.
SECTION 7. Treasurer. The treasurer shall be responsible for:
(a) custody of all funds and securities of the Cooperative;
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(b) the receipt of and the issuance of receipts for all monies due and payable to the Cooperative and for the deposit of all such monies in the name of the Cooperative in such bank or banks as shall be selected in accordance with the provisions of these bylaws; and
(c) the general performance 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.
SECTION 8. General Manager/CEO. The board may appoint a General Manager/CEO who may be, but who shall not be required to be, a member of the Cooperative. The General Manager/CEO shall perform such duties and shall exercise such authority as the board may from time to time vest in him/her.
SECTION 9. Bonds of Officers. The treasurer and any other officer or agent of the Cooperative charged with responsibility for the custody of any of its funds or property may be bonded in such sum and with such surety as the board shall determine. The board in its discretion may also require any other officer, agent or employee of the Cooperative to be bonded in such amount and with such surety as it shall determine.
SECTION 10. Compensation. The powers, duties and com-pensation of officers, agents and employees shall be fixed by the board subject to the provisions of these bylaws with respect to compensation for a board member and close relatives of a board member.
SECTION 11. Reports. The officers of the Cooperative shall submit at each annual meeting of the members reports covering the business of the Cooperative for the previous fiscal year. Such reports shall set forth the condition of the Cooperative at the close of such fiscal year.
ARTICLE VII
NON-PROFIT OPERATION
SECTION 1. Interest or Dividends on Capital Prohibited. The Cooperative shall at all times be operated on a Cooperative non-profit basis for the mutual benefit of its patrons. No interest or dividends shall be paid or payable by the Cooperative on any capital furnished by its patrons.
SECTION 2. Patronage Capital in Connection with Furnish-ing Electric Energy. In the furnishing of electric energy the Coopera-tive’s operations shall be so conducted that all patrons will through their patronage furnish capital for the Cooperative. In order to induce pa-tronage and to assure that the Cooperative will operate on a non-profit
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basis the Cooperative is obligated to account on a patronage basis to all its patrons for all amounts received and receivable from the furnishing of electric energy in excess of operating costs and expenses properly chargeable against the furnishing of electric energy. All such amounts in excess of operating costs and expenses at the moment of receipt by the Cooperative are received with the understanding that they are fur-nished by the patrons as capital. The Cooperative is obligated to pay by credits to a capital account for each patron all such amounts in excess of operating costs and expenses. The books and records of the Coop-erative shall be set up and kept in such a manner that at the end of each fiscal year the amount of capital, if any, so furnished by each patron is clearly reflected and credited in an appropriate record to the capital account of each patron. The Cooperative shall within a reasonable time after the close of the fiscal year notify each patron of the annual amount of capital credited to his/her account. All such amounts credited to the capital account of any patron shall have the same status as though they had been paid to the patron in cash in pursuance of a legal obligation to do so and the patron had then furnished the Cooperative corresponding amounts for capital.
All other amounts received by the Cooperative from its opera-tions in excess of costs and expenses shall, insofar as permitted by law, be
(a) used to offset any losses incurred during the current or any prior fiscal year and
(b) to the extent not needed for that purpose, allocated to its pa-trons on a patronage basis and any amount so allocated shall be included as part of the capital credited to the accounts of patrons, as herein provided. Provided, however, that the board of directors shall have the power to adopt rules provid-ing for the separate retirement of that portion (“power supply portion or supplemental financing portion”) of capital cred-ited to the accounts of patrons which corresponds to capital credited to the account of the Cooperative by organizations furnishing electric service or supplemental financing to the Cooperative.
In the event of dissolution or liquidation of the Cooperative, after all outstanding indebtedness of the Cooperative shall have been paid, outstanding capital credits shall be retired without priority on a pro rata basis before any payments are made on account of property rights of members. If, at any time prior to dissolution or liquidation, the board shall determine that the financial condition of the Cooperative will not be impaired thereby, the capital credited to patrons’ accounts may be retired in full or in part; provided, however, no such capital shall be retired in violation of any agreement, note or deed of trust made by the Cooperative or in violation of any law. The board shall determine the method, basis, priority, and order of retirement, if any, for all amounts heretofore furnished as capital.
Capital credited to the account of each patron shall be assign-able only on the books of the Cooperative pursuant to written instruc-tion from the assignor and only to successors in interest or successors
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in occupancy in all or a part of such patron’s premises served by the Cooperative unless the board, acting under policies of general applica-tion, shall determine otherwise.
Notwithstanding any other provision of these bylaws, the board at its discretion, shall have the power at any time upon the death of any patron, if the legal representatives of his/her estate shall request in writing that the capital credited to any such patron be retired prior to the time such capital would otherwise be retired under the provisions of these bylaws, to retire capital credited to any such patron immediately upon such terms and conditions as the board, acting under policies of general application, and the legal representatives of such patron’s estate shall agree upon; provided, however, that the financial condition of the Cooperative will not be impaired thereby.
The patrons of the Cooperative, by dealing with the Coopera-tive, acknowledge that the terms and provisions of the articles of incor-poration and bylaws shall constitute and be a contract between the Co-operative and each patron, and both the Cooperative and the patrons are bound by such contract, as fully as though each patron had individually signed a separate instrument containing such terms and provisions. The provisions of this article of the bylaws shall be called to the attention of each patron of the Cooperative by posting in a conspicuous place in the Cooperative’s office.
SECTION 3. Unclaimed Capital Credits. Not withstanding any provisions herein contained to the contrary, the Cooperative shall re-cover, after a period of two (2) years, any unclaimed capital credits, pa-tronage refunds, utility deposits, membership fees, or account balances for which the owner (member or former member) cannot be found and are the result of distributable savings of the Cooperative, giving sixty (60) days’ notice in a newspaper of general circulation, published in the county in which the Cooperative locates its general headquarters, the Rural Missouri cooperative publication and on the Cooperative’s web site. Such notice shall state the owner’s name and approximate amount of owner’s interest, and that if not duly claimed within sixty (60) days of said notice, the same shall be turned over to the Cooperative, which shall reallocate the same to other members. If no provable claim shall have been filed within sixty (60) days after the one (1) time publica-tion of said notice, the Cooperative may credit against said account any amounts due and owing the Cooperative by said member and thereafter allocate to the other members of the Cooperative on a pro rata basis. Such amounts of said members (the allocations herein contemplated) shall be allocated to those who are members as of the year and on a pro rata basis for the year in which the 60th (sixtieth) day falls after the published notice.
Any member or former member who fails to claim any capital credit or other payment within two (2) years after payment has been made available to such person, shall have made an irrevocable as-signment and gift to the Cooperative of such capital credits or other payments. This Cooperative shall have a lien on (and right of setoff against) all capital credits for all indebtedness of the holder(s), whether due or to become due, thereof to the Cooperative
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.ARTICLE VIII
DISPOSITION OF PROPERTY
The Cooperative may not sell, mortgage, lease or otherwise dispose of or encumber all or any substantial portion of its property un-less such sale, mortgage, lease or other disposition or encumbrance is authorized at a meeting of the members thereof by the affirmative vote of not less than two-thirds (⅔) of all of the members of the Coopera-tive, and unless the notice of such proposed sale, mortgage, lease or other disposition or encumbrance shall have been contained in the notice of the meeting. No sale, mortgage, lease or other disposition or encumbrance of all or a substantial portion of the Cooperative’s assets to any other entity shall be authorized except in conformity with the following:
(a) All proposals shall be first submitted in writing to the board of directors of the Cooperative. If the board looks with favor upon any such proposal, the board shall first cause three (3) independent appraisers, expert on such matters, to render their individual written opinions as to the value of the Cooperative assets which are the subject of any such proposal. The three (3) appraisers shall be designated by a resident circuit court judge for the judicial circuit in which the Cooperative’s headquarters are located, and in the event any or all such judges refuse to make such designations, they shall be made by the board of directors.
(b) If the board of directors, after receiving such appraisals, determines that the proposal should be submitted for consid-eration by the members, it shall first give every other electric cooperative corporation sited and operating in the state (which has not made such an offer) an opportunity to submit competing proposals. Such opportunity shall be in the form of a written notice to such electric cooperative corporations, which notice shall be attached to a copy of the proposal which the Cooperative has already received and a copy of the reports of the three (3) appraisers. Such electric coopera-tive corporations shall not be given 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.
(c) 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 mem-bers, expressing in detail such proposal, and shall call a special meeting of the members for consideration thereof which meeting shall not be held sooner than ten (10) days
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after the giving of notice of such meeting to the members; provided, that consideration thereof by the members may be given at the next annual meeting if the board so determines and if such annual meeting is not held sooner than ten (10) days after the giving of such notice.
The foregoing provisions shall not apply to sale, mortgage, lease or other disposition or encumbrance to one or more other electric cooperative corporations if the substantive effect thereof is to merge or consolidate with such other electric cooperative corporation or corpora-tions.
Provided, however, that notwithstanding anything herein con-tained, the board of the Cooperative, without authorization by the members thereof, shall have full power and authority to authorize the execution and delivery of a mortgage or mortgages or a deed or deeds of trust upon, or the pledging or encumbering of, any or all of the property, assets, rights, privileges, licenses, franchises and permits of the Cooperative, whether acquired or to be acquired, and wherever situ-ated, as well as the revenues and income therefrom, all upon such terms and conditions as the board shall determine, to secure any indebtedness of the Cooperative to the United States of America or any instrumen-tality or agency thereof; and provided, further, that when such action is permitted by law, the board of directors of the Cooperative, without authorization by the members thereof, shall have full power and author-ity to authorize the execution and delivery of a mortgage or mortgages or a deed or deeds of trust upon, or the pledging or encumbering of, any or all of the property, assets, rights, privileges, licenses, franchises and permits of the Cooperative whether acquired or to be acquired, and wherever situated, as well as the revenues and income therefrom, all upon such terms as the board of directors shall determine, to secure any indebtedness of the Cooperative to a national financing institution or-ganized on a cooperative plan for the purpose of financing its members’ programs, projects and undertakings in which the Cooperative holds membership, or to any bank or other financial institution or organiza-tion.
The board of directors may transfer title to portions of the Cooperative’s property and assets from time to time to wholly-owned subsidiary corporations when, in the board of directors’ judgement, such transfers are necessary or appropriate or convenient to protect the Cooperative’s investment and financial integrity. Such transfer shall be a change in nominal title only and shall not require membership ap-proval as set forth above.
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ARTICLE IX
SEAL
The corporate seal of the Cooperative shall be in the form of a circle and shall have inscribed thereon the name of the Cooperative and the words “Corporate Seal, Missouri”.
ARTICLE X
FINANCIAL TRANSACTIONS
SECTION 1. Contracts. Except as otherwise provided in these bylaws, the board may authorize any officer or officers, agent or agents to enter into any contract or execute and deliver any instrument in the name and on behalf of the Cooperative, and such authority may be general or confined to specific instances.
SECTION 2. Checks, Drafts, etc. All checks, drafts or other order for payment of money, and all notes, bonds or other evidences of indebtedness issued in the name of the Cooperative shall be signed and/or countersigned by such officer or officers, agent or agents, employee or employees of the Cooperative and in such manner as shall from time to time be determined by resolution of the board.
SECTION 3. Deposits. All funds except petty cash of the Coop-erative shall be deposited from time to time to the credit of the Coop-erative in such bank or banks as the board may select.
SECTION 4. Changes in Rates. Written notice, as required, shall be given to the Administrator of the Rural Utilities Service prior to any change in the rates charged by the Cooperative for electric energy.
SECTION 5. Fiscal Year. The fiscal year of the Cooperative shall begin on the first (1st) day of January on each year and shall end of the thirty-first (31st) day of December of the same year.
ARTICLE XI
MISCELLANEOUS
SECTION 1. Membership in Other Organizations. The Co-operative shall not become a member of or purchase stock in any other organization without an affirmative vote of the members at a duly held meeting, the notice of which shall specify that action is to be taken upon such proposed membership or stock purchase, provided however, that the Cooperative may upon the authorization of the board, purchase
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stock in or become a member of any corporation or organization orga-nized for the purpose of engaging in or furthering the cause of electri-fication, communication, or regional economic development, and any electrical or communication corporation which will be a wholly-owned subsidiary of the Cooperative, or any other corporation for the purpose of acquiring facilities necessary or convenient to further the cause of electrification, communication or economic development.
SECTION 2. Waiver of Notice. Any member or board member may waive in writing any notice of a meeting required to be given by these bylaws. The attendance of a member or board member at any meeting shall constitute a waiver of notice of such meeting by such member or board member, except in case a member or board mem-ber shall attend a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting has not been lawfully called or convened.
SECTION 3. Indemnification. The Cooperative shall indem-
nify directors, officers, agents and employees to the fullest degree permitted by law against liability to the extent that their acts or omis-sions constituting the grounds for the alleged liability were performed in their official capacity and, if actionable, were based upon good faith business judgements and the belief that the acts or omissions were in the best interests of the Cooperative.
SECTION 4. Accounting System and Reports. The board shall cause to be established and maintained a complete accounting system which, among other things, and subject to applicable laws and rules and regulations of any regulatory body, shall conform to such account-ing system as may from time to time be designated by the Administra-tor of the Rural Utilities Service. The board shall also, after the close of each fiscal year, cause to be made by a certified public accountant a full and complete audit of the accounts, books and financial condition of the Cooperative as of the end of such fiscal year. A report of such audit shall be submitted to the members at the next following annual meeting.
SECTION 5. Area Coverage. The board shall make diligent effort to see that electric service is extended to all unserved persons within the Cooperative service area who:
(a) desire such service and(b) meet all reasonable requirements established by the Coop-
erative as a condition of such service.
ARTICLE XII
TERM OF EXISTENCE
Co-Mo Electric Cooperative shall have perpetual existence sub-ject to such limits as may be established by the State of Missouri.
ARTICLE XIII
AMENDMENTS
These bylaws may be altered, amended or repealed by the members at any regular or special meeting, provided the notice of such meeting shall have contained a copy of the proposed alteration, amend-ment or repeal.
STATEMENT OF NONDISCRIMINATION
Co-Mo Electric Cooperative, Inc., Tipton, Missouri is the recipi-ent of Federal financial assistance from the Rural Utility Services (RUS), an agency of the U.S. Department of Agriculture, and is subject to the provisions of Title VI of the Civil Rights Act of 1964, as amend-ed, Section 504 of the Rehabilitation Act of 1973, as amended, the Age Discrimination Act of 1975, as amended, and the rules and regulations of the U.S. Department of Agriculture.
“The U.S. Department of Agriculture (USDA) prohibits dis-crimination in all its programs and activities on the basis of race, color, national origin, age, disability, and where applicable, sex, marital status, familial status, parental status, religion, sexual orientations, genetic information, political beliefs, reprisal, or because all or a part of an individual’s income is derived from any public assistance program. (Not all prohibited bases apply to all programs.) Persons with dis-abilities who require alternative means of communication of program (Braille, large print, audiotape, etc.) should contact USDA’s TARGET Center at (202) 720-2600 (voice and TDD).
The person responsible for coordinating this organization’s non-discrimination compliance efforts is the General Manager/CEO. Any individual, or specific class of individuals, who feels that this organiza-tion has subjected them to discrimination may obtain further informa-tion about the statutes and regulations listed above from and/or file a written complaint with this organization or write to USDA, Director, Office of Civil Rights, 1400 Independence Avenue, S.W., Washington, D.C. 20250-9410 or call (800) 795-3272 (voice) or (202) 720-7382 (TDD). USDA is an equal opportunity provider and employer.”.
Complaints must be filed within 180 days after the alleged dis-crimination. Confidentiality will be maintained to the extent possible.
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Co-Mo ElectricCooperative, Inc.
...The power of human connections®
A Touchstone Energy® Cooperative
