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By-Laws

BY-LAWS

OF

COOKE COUNTY ELECTRIC CHARITABLE FOUNDATION

 

 

ARTICLE I

NAME OF ORGANIZATION

The name of the corporation shall be the

Cooke County Electric Charitable Foundation herein below referred

to as "CORPORATION"

 

ARTICLE II

PURPOSE OF ORGANIZATION

The purpose of the CORPORATION shall be the accumulation and disbursement of funds for charitable purposes to benefit the members in the service area of Cooke County Electric Cooperative Association. Upon dissolution of the CORPORATION, any remaining funds shall be distributed only for charitable purposes.

 

ARTICLE III

FUNDING

The CORPORATION shall be funded by such rules and regulations as may be promulgated by the Board of Directors of Cooke County Electric Cooperative Association and from any other source of funds available to the said CORPORATION.

 

ARTICLE IV

BOARD OF DIRECTORS

The CORPORATION shall be administered by a five (5) member Board of Directors.  The initial Board of Directors shall be comprised of five (5) members, one each nominated by a Board Member of Cooke County Electric Cooperative Association.  At the initial organizational meeting of the Board of Directors the members of the Board shall by lot draw for terms of office of one (1), two (2), and three (3) years. Thereafter, the terms of office for each Board member shall be for a period of three (3) years.  A Board member may serve unlimited terms of office but shall be reappointed to the Board after the completion of each three (3) year term.  Reappointment shall occur by majority vote of the Cooke County Electric Cooperative Association Board of Directors.

 

 

ARTICLE V

QUALIFICATIONS OF BOARD MEMBERSHIP

A Board member of the CORPORATION shall be at least eighteen (18) years of age, a permanent resident of the county from which he is chosen and of good moral character.  It shall not be necessary for members of the Board of Directors of the CORPORATION to be members of Cooke County Electric Cooperative Association.  No person seeking or holding a seat on the Board of Directors of Cooke County Electric Cooperative Association shall serve as a member of the CORPORATION Board.

 

ARTICLE VI

SELECTION OF BOARD OF DIRECTORS

The initial Board of Directors shall be designated by the Board of Directors of Cooke County Electric Cooperative Association. Thereafter, when vacancies are to be filled or when terms expire, persons shall be named to their respective vacancies on the said Board of Directors by a vote of the Board of Directors of Cooke County Electric Cooperative Association.  The existing Board of Directors of the CORPORATION may make recommendations to the Board of Directors of Cooke County Electric Cooperative Association for nominees for the CORPORATION Board.

 

ARTICLE VII

COMPENSATION FOR DIRECTORS

No director shall receive compensation for serving on the Board of Directors of the CORPORATION.

 

ARTICLE VIII

MEETING OF THE BOARD OF DIRECTORS

A.        REGULAR MEETING:  The Board of Directors of the CORPORATION shall meet not less than quarterly at a place designated by the Board.  The Board of Directors may meet at such other times as they may deem at their discretion to be necessary.

B.        SPECIAL MEETINGS:  Special meetings of the Board of Directors may be called by the Chairman or by any three (3) Directors and it shall thereupon be the duty of the Secretary/Treasurer to cause a Notice of such meeting to be given as hereafter provided.  The Chairman or Directors calling such meeting shall fix the time and place.

C.        NOTICE OF DIRECTORS MEETING:  Written notice of the time and place of regular and special meetings of the Board of Directors shall be delivered to members of the Board not less than five (5) days prior thereto, either personally, by mail, or at the direction of the Secretary, and upon default in that duty by the Secretary/Treasurer, then by the Chairman or the Directors calling for such meeting.

 

ARTICLE IX

QUORUM

A majority of the Board of Directors shall, unless otherwise designated in these Articles, constitute a quorum.  In the event that less than a majority of the Board of Directors is present at any meeting, the majority of those Directors present may adjourn the meeting and designate a place and time for the next meeting, under which circumstances the Secretary/Treasurer shall notify the absent members of the place and time of the next meeting.  An act of the majority of the Board of Directors present at any meeting at which a quorum is present, and unless otherwise provided in these By-Laws, shall be the act of the Board of Directors of the CORPORATION.

 

ARTICLE X

REMOVAL OF MEMBER OF BOARD

Any member of the Board of Directors of the CORPORATION shall automatically cease to be a member of said Board if and in the event such member misses three (3) successive "regular" meetings as outlined in Section "A" of Article VIII of these By-Laws.  Any members of the Board of Directors of the CORPORATION may otherwise be removed for cause from the Board by a majority vote of the entire Board of Directors of the CORPORATION.

 

ARTICLE XI

OFFICERS OF THE CORPORATION

The officers of the CORPORATION shall be a Chairman, a Vice Chairman, a Secretary/Treasurer, and such other officers as may be determined by the Board from time to time.  For the purposes of these By-Laws, the above three (3) officers shall constitute the Executive Committee of the CORPORATION.

 

ARTICLE XII

ELECTION OF OFFICERS AND TERMS OF OFFICE

The officers shall be elected annually by the Board of Directors at a meeting of the Board of Directors held on an annual basis after the initial organizational meeting.

The terms of office shall be for one (1) year, however, nothing shall prevent an officer from being re-elected to consecutive terms of office.

 

ARTICLE XIII

EX OFFICIO MEMBERS OF BOARD OF DIRECTORS

 

The General Manager and Operations Manager of Cooke County Electric Cooperative Association shall be ex officio members of the Board of Directors of the CORPORATION.  The CORPORATION may from time to time have other such ex officio members as the Board of Directors may in its discretion determine as necessary or prudent.

 

ARTICLE XIV

POLICIES, RULES AND REGULATIONS

The Board of Directors of the CORPORATION shall have the power to make and adopt such rules and regulations, not inconsistent with law, the Articles of Incorporation or these By-Laws, as it may deem advisable for the management, administration and regulation of the business and affairs of the CORPORATION.

 

ARTICLE XV

DUTIES OF OFFICERS

A.        CHAIRMAN:  The Chairman shall be the principal executive officer of the CORPORATION and, unless otherwise determined by the Board of Directors, shall preside at all meetings of the Board of Directors and in general perform all duties incidental to the office of Chairman and such other duties as may be prescribed by the Board of Directors from time to time.

B.        VICE CHAIRMAN:  In the absence of the Chairman, or in the event of his inability or refusal to act, the Vice Chairman shall perform the duties of the Chairman, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chairman.  The Vice Chairman shall also perform such other duties as from time to time may be assigned to him by the Board of Directors.

C.        SECRETARY/TREASURER:  The Secretary/Treasurer shall be responsible for the keeping of the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose; be responsible for seeing that all notices are duly given in accordance with these By-Laws or as required by Law; be custodian of the corporate records and of the seal of the CORPORATION and affix the seal of the CORPORATION to all necessary documents, the execution of which on behalf of the CORPORATION under its seal is duly authorized in accordance with the provision of these By-Laws; have general charge of the books of the CORPORATION; be responsible for the keeping on file at all times a complete copy of the Articles of Incorporation and By-Laws of the CORPORATION containing all amendments thereto. The Secretary/Treasurer shall have charge and custody of and be responsible for all funds and securities of the CORPORATION; be responsible for the receipt of and the issuance of receipts for monies due and payable to the CORPORATION from any source whatsoever, and for the deposit of all such monies in the name of the CORPORATION in such bank or banks as shall be selected in accordance with the provisions of these By-Laws; and in general perform all the duties incidental to the office of Secretary/Treasurer and such other duties as from time to time may be assigned to him by the Board of Directors.

 

ARTICLE XVI

CHECK SIGNING

Any and all checks issued by the CORPORATION, for any purpose, shall be signed by one (1) officer and one (1) such other person or two (2) such other persons as may be designated by the Board of Directors as having check signing authority.

 

ARTICLE XVII

DISBURSEMENT OF FUNDS

Except as otherwise provided by these By-Laws, the Board of Directors of the CORPORATION shall have the full and sole responsibility for the disbursement of all monies of the CORPORATION in accordance with these By-Laws and the policies as adopted by the Board of Directors.

Prior to the consideration, by the Board of Directors of the CORPORATION, of any disbursement, member(s) of the Board of Directors of the CORPORATION shall disclose and explain any personal and/or business interest, connection, kinship, or other association he or she has with the person, family, group, corporation or other entity under consideration for funding by the CORPORATION.

Such member shall, if requested by the Chairman or any three (3) members of the Board of Directors of the CORPORATION, excuse himself or herself from the meeting and not participate in the discussion of or voting on the disbursement.

If no request is made that the interested director excuse himself or herself from the meeting, then and in that event, said director may participate in the discussion of the disbursement but shall not vote on the disbursement.

 

ARTICLE XVIII

ACCUMULATION OF FUNDS

Cooke County Electric Cooperative Association shall transfer funds collected by it for the benefit of the CORPORATION on a regular basis, but in no event less than quarterly.  The CORPORATION may also solicit and accept contributions from other sources as deemed appropriate by its Board of Directors.

 

ARTICLE XIX

INVESTMENT OF FUNDS

The Board of Directors of the CORPORATION shall be responsible for the funds entrusted to it and shall make such investment of said funds in a manner which is reasonable and prudent and in keeping with these By-Laws and the policies of the CORPORATION.

 

ARTICLE XX

AMENDMENT OF BY-LAWS

These By-Laws may be altered, amended, or repealed by the Board of Directors of Cooke County Electric Cooperative Association at any regular meeting of said Board after at least five (5) days notice.  The Board of Directors of the CORPORATION may make advisory recommendations to the Board of Directors of Cooke County Electric Cooperative Association.

 

ARTICLE XXI

ACCOUNTING SYSTEM & REPORTS

The Board of Directors of the CORPORATION shall cause to be established and maintained a complete accounting system such that is in keeping with sound financial management and further more the Board of Directors of the CORPORATION shall make reports to the Board of Directors of Cooke County Electric Cooperative Association on the operation and expenditures of the CORPORATION as may be necessary and prudent, but in no case less than annually.

 

ARTICLE XXII

CONTRIBUTION EXCLUSIONS

No funds of the CORPORATION shall in any fashion be used to support any candidate for political office or for any political purpose. Furthermore, no funds of the Corporation shall be used as a direct payment for utility bills.

 

ARTICLE XXIII

BORROWING FUNDS

The CORPORATION shall NOT have the authority to borrow monies from any bank, savings and loan or other institutions for any purpose.

 

ARTICLE XXIV

EMERGENCY EXPENDITURE

The Executive Committee of the CORPORATION by a vote of at least three (3) of it's members may from time to time make expenditures on an emergency basis, in accordance with these By-Laws; and policies adopted by the Board of Directors of the CORPORATION; and in accordance with the purpose of this CORPORATION, in an amount not exceeding ONE THOUSAND AND NO/100THS ($1,000.00) DOLLARS, to any person, family, group or organization. Any and all emergency expenditures must comply with all limitations as set forth in Article XXVII below.

Such emergency expenditure shall be fully disclosed by the Executive Committee at the next regularly called meeting of the Board of Directors of the CORPORATION.

 

ARTICLE XXV

AMOUNT OF EXPENDITURES

NLESS otherwise provided by these By-Laws and in keeping with the purpose of this CORPORATION the Board of Directors of the CORPORATION may make annual expenditures of CORPORATION funds by majority vote of members present at a meeting and constituting a quorum according to the following rules;

a.)        Not more than ONE THOUSAND AND NO/100THS ($1,000.00) DOLLARS, annually to any individual.

 

b.)        Not more than EIGHT THOUSAND AND NO/100THS ($8,000.00) DOLLARS, annually to any family unit, group, organization, charity or like organization.

 

ARTICLE XXVI

EXPENDITURES EXCEEDING EIGHT THOUSAND

AND NO/100THS ($8,000.00) DOLLARS

Notwithstanding any other provision of these By-Laws the Board of Directors of the CORPORATION may, by a majority vote of the entire Board of Directors [five (5) members] make expenditures in any amount to any individual, family unit, group, organization, charity or like organization which such members determine is in keeping with the purpose and spirit of the CORPORATION and these By-Laws.

 

ARTICLE XXVII

RETENTION OF FUNDS

Until such time as there exists a sum of money, including earned interest, in an amount of not less than FIFTY THOUSAND AND NO/100THS ($50,000.00) DOLLARS within the CORPORATION, no expenditures exceeding ninety-five (95%) percent of the annual contributions, from whatever source derived, may be disbursed or otherwise disposed of for any purpose.  Thereafter the Board of Directors of the CORPORATION may in its discretion and in accordance with other dictates imposed by these By-Laws expend any and all monies saving and excepting five percent (5%) of the previous years ending cash balance or FIVE THOUSAND AND NO/100THS (5,000.00) DOLLARS, whichever is less. Current year contributions are not eligible for distribution until the following January 1st or thereafter.

 

ARTICLE XXVIII

PROXY VOTING

 

There shall not exist proxy voting at any meeting of the Board of Directors of the CORPORATION.

 

ARTICLE XXIX

AUDIT

The Board of Directors of the CORPORATION shall on an annual basis cause the books and records of the CORPORATION to be audited by a certified public accountant and a report in keeping with sound accounting principles be issued to the Board of Directors of the CORPORATION and the Board of Directors of Cooke County Electric Cooperative Association.

 

ARTICLE XXX

FISCAL YEAR

 

The Fiscal Year of the CORPORATION shall commence on the 1st day of January of each calendar year and end on the 31st day of December of each calendar year.

 

 

ADOPTED:    June 20th, 2013

 

 

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