Proposed Bylaw Changes

Explanation of Proposed Bylaw Amendments

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Adams-Columbia Electric Cooperative’s Annual Meeting will be held at 9:30 a.m. on Saturday, May 11, 2019, at the Adams-Friendship High School Fine Arts Center.  At the meeting, members will be asked to approve several proposed changes to the Cooperative’s Bylaws.  These proposed changes are the result of your Board of Directors’ review of the Cooperative’s Bylaws, in order to keep current with best practices identified in our ever-changing Cooperative industry.

Additions are shown by underlining; deletions are shown by strike through, and passages, where there are no changes, are shown by “…”, for all of the proposed changes.

Patronage Capital:

Two changes are proposed to Article VIII of the Bylaws (“Non-Profit Operation”).  The changes do not affect the Cooperative’s non-profit operation or allocation of margins to the members.  The changes are in current Section 10 and a new Section 9.  They would update the wording in the provision on the Cooperative’s security interest in capital credits and confirm when the Cooperative may retire capital credits early, at net present value.  The text of the proposed amendments follows.

Amend Article VIII, Section 10 of the Bylaws as follows:

Section 10. Security Interest in Patronage Capital.

The Cooperative shall have a continuing security interest in the patronage capital allocated and credited to any patron for any indebtedness due and owing from such patron to the Cooperative. The patron shall execute such documents as the Cooperative may request to create and perfect this security interest. The rights of the Cooperative under the security interest hereby granted may be exercised in the event of the default in payment by the patron of the patron’s obligations or in the event of the bankruptcy of the patron, and such indebtedness of the patron shall be subtracted from offset against the capital allocated and credited to the patron in any retirement thereof made hereunder to said patron or to his or her estate, heirs, or surviving joint member.

Upon the termination of a patron’s membership in the Cooperative as provided in these bylaws, the Board of Directors, at its discretion, may immediately retire some or all patronage capital allocated to such former patron, up to the amount for which the former patron is indebted to the Cooperative, with the net present value of such retired amounts to be applied in full or partial satisfaction of the patron’s outstanding indebtedness to the Cooperative; provided however, that such retirements shall only be permitted if the financial condition of the Cooperative will not be impaired thereby.  The Board of Directors shall be authorized, but not required, to provide for such special retirements, and this provision shall not impair any other rights or remedies that the Cooperative may have to obtain payment for the patron’s indebtedness to the Cooperative.

and

Renumber Sections 9 through 13 of Article VIII as Sections 10 through 14, and create a new Section 9 to read as follows:

Section 9.  Early Retirement for Former Members.

Notwithstanding any other provisions of these bylaws, the Board of Directors is authorized but not required, under rules of general application and at its discretion, to retire patronage capital credited to former patrons and pay the net present value thereof prior to the time such capital would otherwise be retired under the provisions of these bylaws, upon such terms and conditions as the Board shall determine, provided, however, that the financial condition of the Cooperative will not be impaired thereby.

Withdrawal of Mail Ballot at Annual Meeting:

The current Bylaws allow for the possibility of a member casting an absentee mail ballot and then withdrawing the ballot at the annual meeting and asking to cast a meeting day ballot in its place.  The amendment to Article III, Section 6 would eliminate that option – which has not been utilized, but which delays the counting of ballots at the meeting.  The text of the proposed amendment follows.

Amend Article III, Section 6 of the Bylaws by deleting sub. (e) and re-lettering sub’s. (f), (g) and (h) as (e), (f) and (g), as follows:

(e) In the event a member voting by absentee ballot attends such meeting in person, the absentee ballot shall be discarded in favor of the member’s vote cast in person at the meeting.

(e) If ballots for use in voting for a director …

(f) Where absentee signed ballots are permitted …

(h g) The failure of any member to receive a copy …

Updating References to Electric Service:

Changes are proposed to the Termination of Membership provision and several other sections, to recognize that there may be periods when a member does not have any net consumption of energy from the Cooperative.  The change clarifies that membership would not be terminated if the member continues to receive electric service, that is, remains connected and is paying the bills for having service in place.  Similar replacements of “electric energy” with “electric service” are also made to Article IV, Section 8, Article VIII, Sections 2 and 5, and Article XI, Section 4, so that uniform terminology is used throughout the Bylaws.

 Amend Article I, Section 7(a)(2) (“Termination of Membership”), Article IV, Section 8 (“Change in Rates”), Article VIII, Sections 2 (“Patronage Capital in Connection with Furnishing Electric Energy”) and 5 (“Classification of Business”), and Article XI, Section 4 (“Dispute Resolution”) by substituting “electric service” for “electric energy” wherever that term appears.