Meade County RECC

Bylaws

Revision effective February 20, 2008

ARTICLE I ~ Membership

Section 1.01. Eligibility.

Any natural person, firm, association, corporation, or body politic or political subdivision or agency thereof (each hereinafter referred to as “person,” "applicant," or “member") shall be eligible to become a member of, and, at one or more premises owned or directly occupied or used by the member, to receive electric service from Meade County RECC (hereinafter called the "Cooperative"); however, no person shall hold more than one membership in the Cooperative.

Section 1.02. Application for Membership.

Application for membership -- wherein the applicant shall agree to purchase electric power and energy from the Cooperative and be bound by and to comply with all provisions of the Cooperative's Articles of Incorporation, Bylaws, and all rules, rate schedules and regulations adopted by the Board of Directors pursuant thereto (the obligations embraced by such agreement being hereinafter called "membership obligations") -- shall be made in writing on such form as is provided therefore by the Cooperative. With respect to any particular classification of service for which the Board of Directors shall require it, such application shall be accompanied by a supplemental contract, executed by the applicant on such form as is provided therefore by the Cooperative. The membership application shall be accompanied by any service security deposit, service connection deposit or fee, inspection fee, facility extension fee or contribution in aid of construction (hereinafter referred to as other deposits or fees) that may be required by the Cooperative. Deposits or fees shall be refunded in the event the application is denied by the Board.

Section 1.03. Acceptance Into Membership.

Upon complying with the requirements set forth in Section 1.02, any applicant shall automatically become a member on the date of the connection for electric service; PROVIDED, that the Board of Directors may by resolution deny an application and refuse to extend service upon its determination that the applicant is not willing or is not able to satisfy and abide by the Cooperative's terms and conditions of membership or that such application should be denied for other good cause; PROVIDED FURTHER, that any person whose application, for sixty (60) days or longer, has been submitted but not denied by the Board of Directors and who has not been connected by the Cooperative for electric service may, by filing written request therefore with the Cooperative at least thirty (30) days prior to the next meeting of the Board of Directors, have the application submitted to and approved or disapproved by the vote of the Directors at such meeting.

Section 1.04. Joint Membership.

A husband and wife may apply for a joint membership. The words "member," "applicants," and "persons" as used in these bylaws shall include a husband and wife applying for or holding a joint membership, unless clearly distinguished in the text; and all provisions relating to the rights, powers, terms, conditions, obligations, responsibilities and liabilities of membership shall apply equally, severally and jointly to them. Without limiting the generality of the foregoing --

(a) the presence at a meeting of either or both shall constitute the presence of one member and a joint waiver of notice of the meeting; and a revocation of any proxy vote executed or mailed by either or both;

(b) the vote of either or both shall constitute, respectively, one joint vote: PROVIDED, that if both be present but in disagreement on such vote, each shall cast only one-half (1/2) vote;

(c) notice to, or waiver of notice signed by, either or both shall constitute, respectively, a joint notice or waiver of notice;

(d) suspension or termination in any manner of either shall constitute, respectively, suspension or termination of the joint membership;

(e) each, but not both concurrently, shall be eligible to serve as a director of the Cooperative, but only if both meet the qualifications required therefore; and

(f) neither will be permitted to have any additional service connections except through their one joint membership.

Section 1.05. Conversion of Membership.

Either membership may be converted to a joint membership upon the written request of the holder thereof and the agreement by such holder and his or her spouse to comply with the Articles of Incorporation, Bylaws, and Rules and Regulations adopted by the board. The outstanding membership certificate shall be surrendered, and shall be reissued by the Cooperative in such manner as shall indicate the changed membership status.

Upon the death of either spouse who is a party to the joint membership, such membership shall be held solely by the survivor or the administrator of the estate. The membership certificate shall be reissued in such manner as shall indicate the changed membership status, provided however, that the estate of the deceased shall not be released from any debts due the Cooperative.

Membership in the Cooperative shall not be transferable except as herein provided.                                        

Section 1.06. Membership Contingent Upon Fees or Deposits.

Payment of deposits and/or fees required shall entitle the member to one service connection. A service connection deposit and/or fee in such amount as shall be prescribed by the Cooperative and any other deposits and/or fees required shall be paid by the member for each additional service connection requested by the member.

Section 1.07. Termination of Membership.

Any member may withdraw from membership upon compliance with such uniform terms and conditions as the Board may prescribe. The Board may, but only after due hearing if such is requested by the member, by the affirmative vote of not less than two-thirds of all members of the Board expel a member who fails to comply with any of the provisions of the Articles of Incorporation, Bylaws or Rules or Regulations adopted by the Board. Any expelled member may be reinstated by the vote of the Board or by vote of the members at any annual or special meeting. The membership of a member, who, for a period of six (6) months after service is available to said member, has not purchased electric energy from the Cooperative, or of a member who has ceased to purchase energy from the Cooperative, may be canceled by resolution of the Board.

Upon the withdrawal, death, cessation of existing or expulsion of a member, the membership of such member shall thereupon terminate, and a membership certificate of such member shall be surrendered forthwith to the Cooperative. Termination of membership in any manner shall not release a member or member's estate from any debts due the Cooperative.

In case of withdrawal or termination of membership in any manner, the Cooperative shall repay to the member the amount of membership fee paid by the member, provided, however, that the Cooperative shall deduct from the amount of membership fee, the amount of any debt or obligation owed by the member to the Cooperative.

Section 1.08. Service to Non-members.

The Cooperative shall render service to its members only; provided, however, that service may be rendered with Board approval upon the same terms and conditions as are applicable to members, to governmental agencies and political subdivisions, and to other persons not in excess of ten percent (10%) of the number of its members; and provided further, that should the Cooperative acquire any electric facilities dedicated or devoted to the public use it may, for the purpose of continuing service and avoiding hardship and to an extent which together with all other persons served by the Cooperative on a non-member basis shall not exceed forty percent (40%) of the total number of persons served by the Cooperative, continue to serve the persons served directly from such facilities at the time of such acquisition without requiring that such persons become members; and provided further that such non-members shall have the right to become members upon nondiscriminatory terms.

Section 1.09. Purchase of Electric Power and Energy; Power Production by Member; Application of Payments to All Accounts.

The Cooperative shall use reasonable diligence to furnish its members with adequate and dependable electric service, although it cannot and therefore does not guarantee a continuous and uninterrupted supply thereof; and each member, for so long as such premises are owned or directly occupied or used by the member, shall purchase from the Cooperative all central station electric power and energy purchased for use on all premises to which electric service has been furnished by the Cooperative pursuant to said membership, unless and except to the extent that the Board of Directors may in writing waive such requirement, and shall pay therefore at the times, and in accordance with the rules, regulations, rate classifications and rate schedules (including any monthly minimum amount that may be charged without regard to the amount of electric power and energy actually used) established by the Board of Directors and, if in effect, in accordance with the provisions of any supplemental contract that may have been entered into as provided for in Section 1.02. 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. Each member shall also pay all other amounts owed by said member to the Cooperative as and when they become due and payable. When the member has more than one service connection from the Cooperative, any payment by the member for service from the Cooperative shall, unless directed in writing by the member to the contrary, be deemed to be allocated and credited on a prorate basis to his outstanding accounts for all such service connections, notwithstanding that the Cooperative's actual accounting procedures do not reflect such allocation and proration.

Section 1.10. Excess Payments to be Credited as Member-Furnished Capital.

All amounts paid for electric service in excess of the cost thereof shall be furnished by members as capital, and each member shall be credited with the capital so furnished as provided in Article VII of these Bylaws.

Section 1.11. Access to Lands and Premises.

Without being paid compensation therefore each member shall grant and give to the Cooperative free access on to the member's lands and premises for the reasonable purpose of placing, locating, building, constructing, operating, replacing, rebuilding, relocation, repairing, improving, enlarging, extending and maintaining on, over or under such lands and premises, or removing therefrom its electric distribution system, new or existing lines, wires, poles, anchors and other necessary or appurtenant parts thereof. The Board of Directors may expel from membership and/or discontinue electric service to any member who fails or refuses to comply with the provisions of this Bylaw.

ARTICLE II ~ Rights and Liabilities of Members

Section 2.01. Property Interest of Members.

Upon dissolution, after all debts and liabilities of the Cooperative shall have been paid; and, all capital furnished through patronage shall have been retired as provided in these Bylaws, the remaining property and assets of the Cooperative shall be distributed among the members and former members in the proportion which the aggregate patronage of each bears to the total patronage of all members during the ten (10) years next preceding the date of the filing of the certificate of dissolution.

Section 2.02. Non-liability for Debts of the Cooperative.

The private property of the members shall be exempt from either 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 ~ Meetings of Members

Section 3.01. Annual Meetings.

The annual meeting of the members shall be held each year, at such place in one of the counties in Kentucky within which the Cooperative serves, and beginning at such time, as the Board of Directors shall from year to year fix. It shall be the responsibility of the Board of Directors to make adequate plans and preparations for, the annual meeting and any special meeting. Failure to hold the annual meeting at the designated time and place shall not work a forfeiture or dissolution of the Cooperative.

Section 3.02. Special Meetings.

A special meeting of the members may be called by a majority of the Board of Directors, or by petition signed by not less than twenty (20%) percent of the then-total members of the Cooperative, and it shall thereupon be the duty of the Secretary to cause notice of such meeting to be given as hereinafter provided in Section 3.03. Such a meeting shall be held at such place in one of the counties in Kentucky within which the Cooperative serves, on such date, not sooner than thirty-five (35) days after the call for such meeting is made or a petition therefore is filed, and beginning at such hour as shall be designated by the Chairman or those calling or petitioning for the same.

Section 3.03. Notice of Member Meetings.

Written or printed notice of the place, day and hour of the meeting and, the purpose or purposes of said meeting including an agenda shall be delivered to each member not less than seven (7) days nor, except as provided in Article Vlll, more than forty-five (45) days prior to the date of the meeting, either personally or by mail, by or at the direction of the Chairman or the Secretary (or, in the case of a special meeting, at the direction of those calling the meeting). Any such notice delivered by mail may be included with member service billings or as an integral part of or with the Cooperative's monthly newsletter and/or its monthly insert, if any, in the Kentucky Living. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at the member's address as it appears on the records of the Cooperative, with postage thereon prepaid and postmarked at least seven (7) days prior to the meeting date. In making such computation, the date of the meeting shall not be counted. The incidental and non- intended failure of any member to receive a notice deposited in the mail addressed to the member at the member's address as shown on the Cooperative's books shall not invalidate any action which may be taken by the members at any such meeting, and the attendance in person (or by proxy vote) of a member at any meeting of the members shall constitute a waiver of notice of such meeting unless such attendance shall be for the express purpose of objecting to the transaction of any business, or one or more items of business, on the ground that the meeting shall not have been lawfully called or convened. Any member attending any meeting for the purpose of making such objection shall notify the Secretary prior to or at the beginning of the meeting of the member's objection.

Section 3.04. Quorum.

Business may not be transacted at any meeting of the members unless there are present in person (or by proxy vote), at least one hundred (100) of the then-total members of the Cooperative, except that, if less than a quorum is present at any meeting, a majority of those present in person may without further notice adjourn the meeting to another time and date not less than forty-five (45) days later and to any place in one of the counties in Kentucky within which the Cooperative serves: PROVIDED, that the Secretary shall notify any absent members of the time, date and place of such adjourned meeting by delivering notice thereof as provided in Section 3.03. At all meetings of the members, whether a quorum be present or not, the Secretary shall annex to the meeting minutes, or incorporate therein by reference, a list of those members who were registered as present in person (or by proxy vote).

Section 3.05. Voting.

Each member shall be entitled to only one vote upon each matter submitted to a vote at any meeting of the members. Voting by members other than members who are natural persons shall be allowed upon the presentation to the Cooperative, prior to or upon registration at each member meeting, of satisfactory evidence entitling the person presenting the same to vote. At all meetings of the members, all questions shall be decided by a majority of the members voting thereon, except as otherwise provided by law or by the Cooperative's Articles of Incorporation or these Bylaws.  Members may not cumulate their votes in person or by proxy or mail.

Section 3.06. Agenda.

No proposal shall be voted upon at the Annual meeting unless it has been placed on the agenda at least forty (40) days prior to such meeting. Any legitimate proposal may be placed on the agenda by any member by filing a copy of the proposal with the Secretary within the time allowed, with a request that it be submitted to the Annual Meeting for consideration. Such legitimacy subject to rule by the Board Directors.

Section 3.07. Order of Business.

The order of business at the annual meeting of the members and, insofar as practicable or desirable, at all other meetings of the members shall be essentially as follows:

(a) Call of the roll;

(b) Reading of the notice of the meeting and proof of the due giving thereof, or of the waiver or waivers of notice of the meeting, as the case may be;

(c) Reading of unapproved minutes of previous meetings of the members and the taking of necessary action thereon;

(d) Presentation and consideration of reports of officers, directors, and committees;

(e) Election of directors; (or report on the election of directors);

(f) Unfinished business;

(g) New business; and

(h) Adjournment.

ARTICLE IV ~ DIRECTORS

Section 4.01. General Powers.

The business and affairs of the Cooperative shall be managed by a Board of seven (7)

directors. The Board shall exercise all of the powers of the Cooperative except such as

are by law or by the Cooperative's Articles of Incorporation or Bylaws conferred upon or

reserved to the members.

Section 4.02. Qualifications.

No person shall be eligible to become or remain a director of the Cooperative who is a close relative of an incumbent director, or an employee, or employee's spouse (employee is defined as a current employee or former employee) of the Cooperative, or is not a member in good standing of the Cooperative.  No person shall be eligible to become or remain a director of, or to hold any other position of trust in, the Cooperative who is not of legal capacity age or who is in any way employed by or financially interested in the Cooperative or a competing energy supplier, or a business selling electric energy or supplies to the Cooperative, or a business primarily engaged in selling electrical appliances, fixtures or supplies to, among others, the members of the Cooperative, or any candidate or elected official for any local, state, or national office. Notwithstanding any of the foregoing provisions of this Section dealing with close relative relationships, no incumbent director shall lose eligibility to remain a director or to be re-elected as a director if such director becomes a close relative or another incumbent director or of a Cooperative employee (including a retired employee) because of a marriage to which such director was not a party. Upon establishment of the fact that a nominee for director lacks eligibility under this Section or as may be provided elsewhere in these Bylaws, it shall be the duty of the chairman presiding at the meeting at which such nominee would otherwise be voted upon to disqualify such nominee. Upon the establishment of the fact that any person being considered for, or already holding, a directorship or other position of trust in the Cooperative lacks eligibility under this Section, it shall be the duty of the Board of Directors to withhold such position from such person, or to cause such person to be removed therefrom, as the case may be. Nothing contained in this Section shall, or shall be construed to, affect in any manner whatsoever the validity of any action taken at any meeting of the Board of Directors, unless such action is taken with respect to a matter which is affected by the provisions of this Section and in which one or more of the directors have an interest adverse to that to the Cooperative.

Section 4.03. Voting for Directors and Tenure.

The representation of directors shall be geographically divided, and according to membership within the service area in accordance with a map in which county boundaries are not considered, and there shall be districts 1, 2, 3, 4, 5, 6, & 7, and the director shall represent the area from which said director is selected, and any qualified member from the area may be eligible to become a director. Director elections shall be rotated among the districts and they shall be chosen by vote of the membership. The person receiving the highest number of votes, shall be elected as director from the area, subject to other provisions of these bylaws.

Tenure for a full term on the Board of Directors shall be three (3) years.

When the election of directors cannot be held at the regular annual meeting of the members due to a quorum not being present, the directors then serving as directors of the Cooperative shall continue to serve as directors of the Cooperative representing their respective district for the incoming term of three (3) years. All directors shall serve until their successors shall have been elected and shall have qualified, subject to the provisions of these bylaws with respect to the directors.

Section 4.04. Directorate Districts.

District No. 1, described as follows: Beginning at a point at the junction of Highway 2731 and Highway 228 approximately 1.2 miles due north to the Ohio River then proceeding southwest to the junction of KY 228 and 2731, then proceeding southwest along Highway 2731 to the junction of Highway 2731 and 144, then proceeding west on Highway 144 to Payneville to the junction of 144 and 376, then proceeding southwest on 376 to Frymire and junction of 376 and 144, then continuing along 144 through Union Star to the junction of 144 and 259 then due west to the Ohio River to a point approximately 1 mile southwest of Ammons. All territory to the north and west of the aforementioned roads and bound on the west, north and east by the Ohio River and back to the point of beginning.

District No. 2, described as follows: Beginning from the point of District No. 1, at the junction of Highway 2731 and Highway 228 approximately 1.2 miles due north to the Ohio River then bordering along the boundary of District No. 1 to Union Star, then following along the north and east side of 86 to junction of 86 and 60 at Garfield, then east on 60 to Sinking Creek Hill/Dents Bridge Road to Rosetta Road through Bewleyville on 1238 to junction of 1238 and 941, then north on 941 to 144, west on 144 in Ekron to 941, then 941 to Brandenburg to Broadway, west on Broadway to Main Street and Main Street to the Ohio River and west along Ohio River to the point of beginning to include territory not served by LG&E Energy and all territory west and north of east side of boundary from Brandenburg to Garfield.

District No. 3, described as follows: All points to system boundary north and east of a point beginning on the Ohio River at the northern point of Main Street in Brandenburg and bordering District No. 2 to the junction of Highways 60 and 86 at Hensley and southeast on 86 to system boundary, namely Hardin County line.

District No. 4, described as follows: Beginning at a point approximately .7 mile east of Dyer on 86 and system boundary, then west along the boundary of District No.'s 3 and 2, to the junction of 86 and 261, then south on 261 through Hardinsburg to the junction of 261 and 108, then south on 108 to the junction of 108 and 105, then east on 105 to the junction of 105 and 79, then east on 79 to the junction of 79 and 259, then 259 to the junction of 259 and 401, then northeast on 401 to the junction of 401 and 84, .7 mile south of Hudson, then south on 84 approximately 3.4 miles to system boundary at Breckinridge/Hardin County line, then north along system boundary, Breckinridge/Hardin County line, to the point of beginning.

District No. 5, described as follows: Beginning at a point on the Ohio River approximately 2 miles west of the junction of 259 and 144, then following along the Ohio River in a southwest direction to system boundary approximately 2 miles west of Cloverport, then approximately 1.2 miles to the junction of 992 and 144, then east along 992 to the junction of 992 and 105, then southeast on 105 to the junction of 105 and 261 at McQuady, then east on 261, then north along the boundary of District No. 4, then northwest along the boundary of District No. 2 to Union Star, then west along boundary of District No. 1, to the point of beginning.

District No. 6, described as follows: Beginning at a point approximately 2 miles west of Cloverport then east along the boundary of District No. 5 to McQuady at the junction of 105 and 261, then southwest along 261 to the junction of 261 and 629, then south along 629 to Rockvale, then due south to system boundary, then west and north along system boundary to the point of beginning.

District No. 7, described as follows: Beginning at a point approximately 3 miles southeast of Hudson on 84 at system boundary, then west along boundary of District No. 4 to the junction of 108 and 261, then west and south along the boundary of District No. 6 to system boundary then east and north along system boundary to the point of beginning.

Section 4.05. Nominations.

(a) It shall be the duty of the Board of Directors to appoint, not less than forty-five (45) days nor more than ninety (90) days prior to the Annual Meeting of the members, a Committee on Nominations consisting of not less than five (5) nor more than eleven (11) members who shall be selected from different districts of the service area. No officer, employee or member of the Board of Directors of the Cooperative shall be appointed a member on the Committee of Nominations.

(b) It shall be the responsibility of the Committee on Nominations to select a candidate to run for office of Director for each district to fill the vacancy caused by the expiration of a Director's term. The Committee on Nominations shall prepare and post its nominations in a conspicuous manner in the lobby of the Cooperative Headquarters building in Brandenburg not later than 4:30 p.m. of the fortieth (40th) day prior to the date set for the Annual Meeting, at which election the Director(s) shall be announced.

(c) Any one hundred (100) or more qualified members of any district may, by written or printed petition, make other nominations from the membership of their district for the office of Director, by affixing their signatures and addresses to the petition. In no event shall a member sign a petition for more than one (1) candidate. In the event a member signs a petition for more than one (1) candidate, then his signature shall be invalid on all petitions signed by him.

(d) Petition or petitions by qualified members nominating candidates for the Office of Director shall be filed at the Headquarters Office of the Cooperative during regular office hours of the Cooperative, on or before the thirtieth (30th) day prior to the date set for the Annual Meeting and said nominating petitions shall be posted by the Secretary in a conspicuous manner in the lobby of the Cooperative/Headquarters not less than fifteen (15) days prior to the date set for the Annual Meeting if, after examination by the Provost, it is determined by said Provost that said petition or petitions meet the requirements of the Bylaws, Articles of Incorporation and the laws of the Commonwealth of Kentucky. A date of ninety (90) days prior to the Annual Meeting shall be established in determining whether a member is in good standing and qualified for the purposes of signing nominating petitions and/or voting in the election of Directors.

Section 4.06. Appointment of Provost.  

The Board of Directors shall have the duty of naming a Provost, who shall be a Certified Public Accountant licensed by the Commonwealth of Kentucky, to be in charge of Directors' elections. The Provost shall have responsibilities and duties regarding nominating petitions as well as votes and the counting of votes.

Section 4.07. Duties of Provost Regarding Nominations.

The duties of the Provost regarding nominating petitions shall be as follows: (a) The Provost shall examine and audit the petition or petitions filed by the candidates for election to the office of Director to determine if the petition or petitions comply with the requirements of the Kentucky Revised Statutes, the Articles of Incorporation and these Bylaws.

(b) The Provost is granted the power and authority to pass upon and determine the validity of each of the signatures and addresses on the petition or petitions to determine if those signing are qualified members in good standing of the Cooperative and entitled to vote for the election of Directors.

(c) If the Provost disapproves a signature and/or address on a petition or petitions, he shall list the name in writing giving the reason or reasons why said signature and/or address was not approved.

(d) The Provost shall determine if the required number of qualified voting members have signed the petition or petitions after having deducted from the petition or petitions the names disapproved by him because the names and/or addresses on said petition or petitions fail to comply with the Kentucky Revised Statutes, the Articles of Incorporation of the Cooperative or these Bylaws. If the petition or petitions do not contain the signatures and addresses of the required number; then the Provost shall not certify to the Secretary of the Cooperative the name or names of the candidates on said petition or petitions to be placed upon the official ballot for the district.

(e) Upon the completion of the examination and audit of the petition or petitions by the Provost, he shall certify to the Secretary of the Cooperative the name or names of those persons properly nominated by petition or petitions so that those so nominated may be listed on the official ballot for the district.

(f) Should the Committee on Nominations select a candidate to run for office of Director from a district and should no candidate be nominated from the membership of the district by written or printed petition within the prescribed time as set forth in Section 4.05 of these Bylaws, then the Chairman of the Committee on Nominations shall certify to the Secretary of the Board that no petition has been filed within the prescribed time and that the candidate nominated by the Committee on Nominations for that district is therefore officially elected without opposition and it will be so announced at the Annual Meeting and the nominee shall be deemed elected to the Board for that district without the necessity of mailing official ballots through the United States mail and following the election procedure set forth in these Bylaws.

Section 4.08. Preparation of Official Ballot.

(a) After the Provost has certified the names of the candidates nominated by petition or petitions to be placed upon the official ballot, it shall be the duty of the Secretary of the Cooperative to prepare a printed ballot of those persons duly nominated either by the Committee on Nominations or by nominating petition within ten (10) days after the nominating petitions are required to be filed. The printed ballot shall list separately the person nominated by the Nominating Committee and those persons nominated by petition in alphabetical order and labeled in such a manner as to note which candidate appears on the ballot by nomination of the Committee on Nominations and which appears on the ballot by nomination by petition. It shall be the further duty of the Secretary of the Cooperative to see that the official ballots are mailed to each active and qualified member at his or her address shown on the Cooperative records for those districts which are up for election not later than fifteen (15) days prior to said Annual Meeting at which the results of said election are to be announced. See Sample Official Ballot in Section 4.25.

(b) The official ballot shall be inscribed with instructions by the Secretary of the Cooperative that all official ballots must be returned by U.S. mail and received by the Provost of the Cooperative or his designee not less than five (5) days prior to said Annual Meeting. See Sample of Instructions for voting in Section 4.26.

Section 4.09. Official Ballots.

Each official ballot for each district shall be placed in an envelope labeled Ballot Envelope within a Return Envelope bearing postage prepaid, addressed to the Provost or his designee all in a Cover Envelope, all of which shall be mailed by the secretary of the cooperative or his designee to each member eligible to vote in the district.

Section 4.10. Execution of Ballot.

The official ballot shall be marked by the eligible member and then placed in a Ballot Envelope and sealed. The sealed Ballot Envelope, with the official ballot enclosed, shall then be placed in the Return Envelope addressed to the Provost with postage prepaid. The Ballot Envelope shall be signed by the member in the space provided on the Ballot Envelope so it can be determined by the Provost whether the person signing the Ballot Envelope is an eligible voting member of the Cooperative and the district.  The Return Envelope shall then be mailed to the Provost or his designee at the address placed on the return envelope selected by the Provost.

Section 4.11. Elections.

The Provost shall count the ballots as expeditiously as possible following the placement in his hands of said ballots. The Provost shall give at least 24 hours verbal or written notice to each person nominated for Director the time and date when the counting of the ballots shall commence. During the counting of the ballots only the following persons may be present in the counting room:

(a) personnel of the Cooperative directly engaged in the election process;

(b) the Provost and his employees.

(c) a person nominated for Director or one representative of such person properly authorized by the nominee in writing.

After the ballots have been duly counted, the results of the elections shall be announced at the subsequent annual meeting of members and the person from each district receiving the highest number of votes throughout the system shall be declared elected at the Annual Meeting.  In the event of a tie vote the Director shall be selected by a toss of a coin. The following shall not be counted:

(a) A vote marked for more than one candidate;

(b) Ballots other than the official ballot;

(c) Ballots not received through the US mail;

(d) Ballots arriving late.

Section 4.12. Counting of Votes by Provost.

The duties of the Provost regarding votes and counting shall be as follows:

(a) The Provost shall determine the post office address on the return envelopes and when received, place the envelopes in a locked ballot box or boxes.

(b) The Provost shall unlock the box or boxes which contain the Return Envelopes and examine each Ballot Envelope to ascertain if it has been properly signed, mailed, and received at least five (5) days before the Annual Meeting.

(c) Any and all Ballot Envelopes found by the Provost not to conform to the provisions and requirements of these Bylaws shall not be opened but shall be immediately placed in a locked ballot box or boxes labeled "Rejected Returned Envelopes or Ballots" which locked ballot box or boxes shall be retained by the Provost in safekeeping until sixty (60) days after the date of the completion of the accounting of the ballots.

(d) Any official ballot which is deemed invalid by the Provost for reasons set forth in these Bylaws shall be placed by the Provost in the locked ballot box or boxes labeled "Rejected Return Envelopes or Ballots".

(e) The Provost shall tabulate all valid votes on each official ballot. The Provost shall count the ballots labeled "Rejected Returned Envelopes or Ballots" only if the number of said ballots could make a difference in the outcome in the election. If said ballots could make a difference in the outcome of the election, the Provost shall make his determination as to the validity of said ballot(s) and include only those ballot(s) he determines to be valid in his final tally. After the Provost's determination as to the validity and tabulation of said ballot(s) such ballot(s) shall be returned to the box or boxes labeled "Rejected Return Envelopes or Ballots" which shall be kept locked.

(f) All box or boxes containing ballots shall be kept locked at all times except when the Provost is present.

(g) If the counting of the official ballots has not been completed at the time of adjournment of the counting, all official ballots unopened and uncounted shall be kept in the locked ballot box or boxes by the Provost until the counting of all official ballots is again begun in the presence of the Provost and this procedure shall continue until all valid official ballots have been counted and tabulated.

(h) The decision of the Provost as to the validity shall be final as to all ballots cast.

(i) The Provost shall place all official and valid ballots which have been counted in a locked ballot box or boxes labeled "Counted Ballots" and shall retain the "Counted Ballots" box or boxes together with the ballot box or boxes labeled "Rejected Return Envelopes or Ballots".

Section 4.13. Certification of Election by Provost.

The Provost shall promptly, upon completion of the counting of the membership votes, certify in writing to the Secretary of the Board the names of the candidates and the number of votes received by each and shall also certify the name of the person having been elected as Director for each district.

Section 4.14. Procedure for Destroyed Ballot.

In the event a voting member in good standing has his, her or its ballot inadvertently destroyed or the Return Envelope inadvertently destroyed, or the Cover Envelope with the covered contents therein was not received by the voting member, then upon the voting member having exhibited to the Provost his driver's license or a Social Security card, the Provost shall check the Cooperative's membership list to determine if he, she or it is a voting member in good standing. The Provost shall then cause the voting member to execute an Affidavit before a Notary Public at the office of the Provost, and if the Provost approves, he may then and there only deliver to the voting member a Return Envelope, a Ballot Envelope and a ballot. However, no Affidavit Return Envelope, Ballot Envelope or ballot shall be delivered by the Provost after 4:30  p.m. on the sixth day prior to the Annual Meeting.

Section 4.15. Custody of Keys to Ballot Boxes.

The Provost shall be responsible for the custody of the keys to all ballot boxes.

Section 4.16. Write-In Votes Prohibited.

No write-in votes shall be permitted in the election of Directors.

Section 4.17. Requesting Recount and Contesting Election of Director.

A candidate for election as Director may within ten (10) days of the announcement of the election result request the Provost to recount the votes cast in his election. A person requesting a recount shall post a bond with the Provost in an amount to be determined by the Provost to equal the estimated cost of the recount. In the event the recount changes the election of a Director, then the cost thereof shall be paid by the Co-operative. However, in the event the recount does not change the election of the Director, the cost of the recount shall be paid by the candidate requesting the recount.

Any action to contest the election results of a Director as certified by the Provost shall be filed in the Meade Circuit Court not later than the 30th day following the Annual Meeting at which the election results were announced.

Section 4.18. Removal of Directors by Members.

Any member(s) may bring one or more charges for cause (malfeasance in office, unlawful acts, etc) against any one or more directors and may request the removal of such Director(s) by reason thereof by filing with the Secretary such charge(s) in writing signed by said member(s) together with a petition signed by not less than ten percent (10%) of the then-total members of the Cooperative, which petition calls for a special member meeting the stated purpose of which shall be to hear and act upon such charge(s), and which specifies the place, time and date thereof not sooner than twenty-five (25) days after the filing of such petition. Each page of the petition shall, in the forepart thereof, state the name(s) and address(es) of the member(s) filing such charge(s), a verbatim statement of such charge(s) and the name(s) of the director(s) against whom such charge(s) is (are) being made. The petition shall be signed by each member in the same name as is billed by the Cooperative and shall state the signatory's address as the same appears on such billings. A statement of such charge(s) verbatim, the name(s) of director(s) against whom the charge(s) have been made, of the member(s) filing the charge(s) and the purpose of the meeting shall be contained in the notice of the meeting; PROVIDED, that the notice shall set forth (in alphabetical order) only twenty (20) of the names of the members filing one or more charges if twenty (20) or more members file the same charge(s) against the same director(s). Such director(s) shall be informed in writing of the charge(s) after they have been validly filed and at least twenty (20) days prior to the meeting of the members at which the charge(s) are to be considered, and shall have an opportunity at the meeting to be heard in person, by witnesses, by counsel or any combination of such, and to present evidence in respect to the charge(s); and the person(s) bringing the charge(s) shall have the same opportunity, but must be heard first. The question of the removal of such director(s) shall, separately for each if more than one has been charged, be considered and voted upon at such meeting; PROVIDED, that the question of the removal of a director shall not be voted upon at all unless some evidence in support of the charge(s) against said director shall have been presented during the meeting through oral statements, documents or otherwise, with the ruling concerning same to be made by the chairman of the special meeting. The chairman of the said meeting shall be a licensed attorney appointed by the attorney to the Board, and the Cooperative shall compensate said chairman for services.

Section 4.19 Removal of Directors for Absence.

Any Board member who is absent from three consecutive regular meetings of the Board, unless excused by the affirmative vote of majority of the other Board members, shall be deemed to have vacated his office. After declaring the vacancy to exist, the remaining Board members shall proceed to fill the vacancy.

Section 4.20 Vacancies.

All vacancies occurring in the Board of Directors shall be filled by a majority vote of the Board of Directors. A director thus elected shall serve out the unexpired term of the director whose office was originally vacated and until a successor is elected and qualified: PROVIDED, that such a director shall be from the same Directorate District as was the director whose office was vacated.

Section 4.21 Compensation; Expenses.

Directors shall, as determined by resolution of the Board of Directors, receive, on a per diem basis, a fixed fee, which may include insurance benefits, for attending meetings of the Board of Directors, and, when such has had the prior approval of the Board of Directors, for the performance of other Cooperative business. Directors shall also receive advancement or reimbursement of any travel and out-of-pocket expenses actually, necessarily and reasonably incurred in performing their duties. No close relative of a director shall be employed by the Cooperative and no director shall receive compensation for serving the Cooperative in any other capacity, unless the employment of such relative or the service of such director is temporary and shall be specifically authorized by a vote of the members upon their resolved determination that such was an emergency measure; PROVIDED FURTHER, than an employee shall not lose eligibility to continue in the employment of the Cooperative if such employee becomes a close relative of a director because of a marriage to which said employee was not a party.

Section 4.22 Rules, Regulations, Rate Schedules and Contracts.

The Board of Directors shall have power to make, adopt, amend, abolish and promulgate such rules, regulations, rate classifications, rate schedules, contracts, security deposits and any other types of deposits, payments or charges, including contributions in aid of construction, not inconsistent with law or the Cooperative's Articles of Incorporation or Bylaws, as it may deem advisable for the management, administration and regulation of the business and affairs of the Cooperative.

Section 4.23 Accounting System and Reports.

The Board of Directors shall cause to be established and maintained a complete accounting system of the Cooperative's financial operations and conditions, and shall, after the close of each fiscal year, cause to be made a full, complete and independent audit of the Cooperative 's accounts, books and records reflecting financial operations during, and financial conditions as of the end of, such year. A full and accurate summary of such audit reports shall be submitted to the members at or prior to the succeeding annual meeting of the members. The Board may authorize special audits, complete or partial, at any time and for any specified period of time.

Section 4.24 "Close Relative" Defined.

As used in these Bylaws, "close relative" means a person who, by blood or in-law, including half, foster, step and adoptive kin, is either a spouse, child, grandchild, parent, grandparent, brother, sister, aunt, uncle, nephew or niece of the principal.

Section 4.25.

MEADE COUNTY RECC

OFFICIAL BALLOT

0000 ELECTION OF DIRECTORS

        I hereby vote for the following member to serve as Director representing District

        #_______.

Nominated by Nominating Committee              

• John Doe

Nominated by Petition

• Jane Doe

• Jerry Roe

Section 4.26.

ELECTION OF DIRECTORS

INSTRUCTIONS FOR VOTING:

1. Each member is entitled to one (1) vote. In order to cast your vote, please mark an

"X" in the box to the left of your candidate's name.

2. Seal marked ballot in the ballot envelope.

3. Seal ballot envelope in envelope addressed to Meade County RECC. Sign and date in the space provided under your name and address on the ballot envelope. (The ballot will not be counted unless the Certification is properly signed and dated by the member.)

4. Print member's name and address, as it appears on the mailing label in the upper left corner of the return envelope.

5. Mail ballot by United States mail only. No postage is required.

6. Ballots must be returned no later than midnight, _______________________(not less than five (5) days prior to the Membership Annual Meeting, ___________________.)

ARTICLE V ~ Meeting of the Directors

Section 5.01. Regular Meetings.

A regular meeting of the Board of Directors shall be held monthly at such date, time and place as shall be designated by the Board of Directors. Such regular monthly meeting may be held without notice other than such resolution fixing the date, time and place thereof, except when business to be transacted thereat shall require special notice: PROVIDED, that any director absent from any meeting of the Board at which a resolution initially determines or makes any change in the date, time or place of a regular meeting shall be entitled to receive written notice of such determination or change at least five (5) days prior to the next meeting of the Board; AND PROVIDED FURTHER, that, if a policy therefore is established by the Board, the Chairman may change the date, time or place of a regular monthly meeting for good cause and upon not less than five (5) days notice thereof to all directors.

Section 5.02. Special Meetings.

A special meeting of the Board of Directors may be called by the Board of Directors, by the Chairman or by any majority of directors, and it shall thereupon be the duty of the Secretary to cause notice of such meeting to be given as hereinafter provided in Section 5.03. The Board, the Chairman, or the directors calling the meeting shall fix the date, time and place for the meeting, which shall be held in one of the counties in Kentucky within which the Cooperative serves, unless all directors consent to its being held in some other place in Kentucky or elsewhere. Special meetings upon proper notice as otherwise provide in Section 5.03, may also be held via telephone conference call, without regard to the actual location of the directors at the time of such a telephone conference meeting, if all the directors consent thereto.

Section 5.03. Notice of Directors Meetings.

Written notice of the date, time, place (or telephone conference call) and purpose or purposes of any special meeting of the Board and, when the business to be transacted thereat shall require such, of any regular meeting of the Board, shall be delivered to each director not less than five (5) days prior thereto, either personally or by mail, by or at the direction of the Secretary or, upon a default in this duty by the Secretary, by Secretary or those calling it in the case of a special meeting or by any director in the case of a meeting which date, time and place have already been fixed by Board resolution. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the director at said director's address as it appears on the records of the Cooperative, with first-class postage thereon prepaid, and postmarked at least five (5) days prior to the meeting date. The attendance of a director at any meeting of the Board shall constitute a waiver of notice of such meeting unless such attendance shall be for the express purpose of objecting to the transaction of any business, or of one or more items of business, on the grounds that the meeting shall not have been lawfully called or convened.

Section 5.04. Quorum.

The presence in person of a majority of the directors in office shall be required for the transaction of business and the affirmative votes of a majority of the directors present and voting shall be required for any action to be taken, unless otherwise provided by statute or these Bylaws: PROVIDED, that a director who by law or these Bylaws is disqualified from voting on a particular matter shall not, with respect to consideration of and action upon that matter, be counted in determining the number of directors in office or present; AND PROVIDED FURTHER, that, if less than a quorum be present at a meeting, a majority of the directors present may adjourn the meeting from time to time, but shall cause the absent directors to be duly and timely notified of the date, time and place of such adjourned meeting.

ARTICLE VI ~ Officers; Miscellaneous

Section 6.01. Number and Title.

The officers of the Cooperative shall be a Chairman, Vice Chairman, Secretary and Treasurer, and such other officers as may from time to time be determined by the Board of Directors. The offices of Secretary and Treasurer may be held by the same person.

Section 6.02. Election and Term of Office.

The four officers named in Section 6.01 shall be elected annually and without prior nomination, by and from the Board of Directors at the first meeting of the Board held after the annual meeting of the members. If the election of such officers shall not be held at such meeting, it shall be held as soon thereafter as conveniently may be. Each such officer shall hold office until the meeting of the Board first held after the next succeeding annual meeting of the members or until a successor shall have been duly elected and shall have qualified, subject to the provisions of the Bylaws with respect to the removal of directors and to the removal of officers by the Board of Directors. Any other officers may be elected by the Board from among such persons, and with such title, tenure, responsibilities and authorities, as the Board of Directors may from time to time deem advisable.

Section 6.03. Removal.

Any officer, agent or employee elected or appointed by the Board of Directors may be removed by the Board whenever in its judgment the best interests of the Cooperative will thereby be served.

Section 6.04. Vacancies.

A vacancy in any office elected or appointed by the Board of Directors shall be filled by the Board for the unexpired portion of the term.

Section 6.05. Chairman.

The Chairman shall—

(a) be the principal executive officer of the Board of Directors and shall preside at all meetings of the Board of Directors, and, unless determined otherwise by the Board of Directors, at all meetings of the members;

(b) sign, with the Secretary, certificates of membership. The issue of which shall have been authorized by resolution of the Board of Directors, and may sign any deeds, mortgages, deeds of trust, notes, bonds, contracts or other instruments authorized by the Board of Directors to be executed, except in cases in which the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Cooperative, or shall be required by law to be otherwise signed or executed; and

(c) in general, perform all duties incident to the office of Chairman and such other duties as may be prescribed by the Board of Directors from time to time.