BYLAWS OF THE WINNEBAGO COOPERATIVE TELECOM ASSOCIATION
ARTICLE I.
Membership
Section 1. Qualifications and Obligations. The Cooperative is organized for the mutual benefit of consumers of telecommunications goods and services. Accordingly, membership in the Cooperative is limited to those individuals, associations, corporations, partnerships and other entities which purchase such goods and services from the Cooperative for their own use or consumption. Individuals, associations, corporations, partnerships or other entities which purchase goods and services from the Cooperative for sale, resale, or other transfer for value, including, but not limited to, originating or terminating access services or interconnections provided to interexchange service providers, cellular or other commercial radio service providers, cable television service providers, local service providers of basic or enhanced services, shared tenant service providers, or other aggregators of traffic, whether alone or in a combination with other services or products provided by the purchaser or obtained from any other provider, shall not be eligible for membership.
Except as provided in the preceding paragraph, any individual, or any association, corporation, partnership or other entity which customarily uses the services rendered by the Cooperative may become a member in the Cooperative by (a) agreeing to become a member of the Cooperative, (b) agreeing to take, receive, and pay for telephone, cable television, or other telecommunications service furnished by the Cooperative as hereinafter in Section 2 of this Article specified, and (c) agreeing to comply with and to be bound by the Articles of Incorporation, the Bylaws of the Cooperative, or any amendments thereof, and such rules and regulations as may from time to time be adopted by the Board of Directors of the Cooperative; provided, however, that no individual, association, corporation, partnership or other entity shall become a member in the Cooperative unless and until applicant has been accepted for membership by the affirmative vote of not less than two-thirds of the members of the Board of Directors. No individual, association, corporation, partnership or other entity may have more than one voting membership in the Cooperative.
Section 2. Purchase of Telephone, Cable Television, or Other Telecommunications Service. Each member shall, as soon as telephone, cable television, or other telecommunications service is available, purchase one or more of the available telephone, cable television, or other telecommunications services offered by the Cooperative for the member’s own use or consumption specified in their application for membership, and shall pay therefor monthly at rates which shall from time to time be fixed by the Board. Each member of the Cooperative shall receive service from the Cooperative under the terms and conditions prescribed by resolution of the Board of Directors of the Cooperative. Each member shall pay all obligations which may from time to time become due and payable by such member to this Cooperative as and when the same shall become due and payable. Each member shall comply with such rules and regulations as may from time to time be adopted by the Board of Directors.
Section 3. Non-liability for Corporate Debts. The private property of the members shall be exempt from execution for the debts of the Cooperative and no member shall be individually responsible for any debts or liabilities of the Cooperative.
Section 4. Expulsion of Members. The Board of Directors of the Cooperative may, by the affirmative vote of not less than two-thirds of the members of the Board of Directors, expel any member of the Cooperative, who shall have willfully violated or refused to comply with any of the provisions of the Articles of Incorporation, the Bylaws of the Cooperative, or any amendments thereof, or any rules or regulations promulgated by the Board of Directors, or who shall have ceased to be eligible to membership in the Cooperative, or who shall have failed to pay any debt or obligation to the Cooperative when the same shall have become due and payable. Any member who fails or ceases to take, receive or pay for telephone, cable television, or other telecommunications service furnished by the Cooperative as provided in Section 2 hereof shall thereby become ineligible to be a member of this Cooperative.
Section 5. Termination of Membership. Membership in the Cooperative and the certificate representing the same shall not be transferable, and upon the death, expulsion or withdrawal of a member, or upon a member ceasing to be eligible to membership in the Cooperative, the membership of such member shall thereupon terminate, and their certificate of membership shall be surrendered to the Cooperative. Any such termination of membership shall not release the member from the debts or liabilities of such member to the Cooperative.
Section 6. Withdrawal from Membership. Any member of the Cooperative may withdraw from membership upon payment in full of all their debts and liabilities to the Cooperative and upon compliance with and performance of such terms and conditions as the Board of Directors may prescribe. The death, expulsion or withdrawal of a member of the Cooperative shall not impair their debts, obligations or liabilities to the Cooperative.
ARTICLE II.
Membership Certificates
Section 1. Certificates of Membership. The Cooperative shall have no capital stock, but membership in the Cooperative shall be evidenced by a certificate of membership which shall be in such form and shall contain such provisions as shall be determined by the Board of Directors not contrary to, or inconsistent with, the Articles of Incorporation, the Bylaws of the Cooperative, or any amendments thereof. The issuance of such certificate shall be subject to the approval of the Board of Directors. Membership in the Cooperative shall not be transferable.
Section 2. Lost Certificate. In case of a lost, destroyed or mutilated certificate, a new certificate may be issued therefor upon such terms and such indemnity to the Cooperative as the Board of Directors may prescribe.
Section 3. Joint Membership. A married couple may apply for a joint membership and, subject to their compliance with the requirements of Section 1 and 2 of this Article may be accepted for such membership. The term “member”, as used in these Bylaws, shall be deemed to include spouses holding a joint membership and any provisions relating to the rights and liabilities of membership shall apply equally with respect to the holder of a joint membership. Without limiting the generality of the foregoing, the effect of the hereinafter specified actions by, or in respect of the holders of a joint membership, shall be as follows:
a) The presence at a meeting of either or both shall be regarded as the presence of one member and shall constitute a joint waiver of notice of the meeting;
b) The vote of either separately or both jointly shall constitute a single 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;
g) Either, but not both, may be elected or appointed as an office or director, provided that both meet the qualifications for such office; and
h) A member may not simultaneously hold a joint membership and separate individual membership.
Section 4. Conversion to Joint Membership.
a) An individual membership may be converted to a joint membership upon the written request of the holder thereof and the agreement by such holder thereof and his or her spouse to comply with the Articles of Incorporation, Bylaws, and any rules and regulations adopted by the Board of Directors. Any outstanding membership certificate shall be surrendered, and may 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. Any outstanding membership certificate shall be surrendered, and may be reissued in such manner as shall indicate the changed membership status, provided, however, that the estate of the deceased shall not be released form any debts due the Cooperative.
ARTICLE III.
Meetings of Members
Section 1. Annual Meeting. The annual meeting of the members shall be held on such date and at such time between March lst and November lst of each year as shall be determined by the Board of Directors and included in the notice of said meeting, and at such place as shall be designated by the Board of Directors and included in the notice of the meeting, in the County of Winnebago, State of Iowa, for the purpose of electing Directors, passing upon reports covering the previous fiscal year, and transacting such other business as may come before the meeting. If the day fixed for the annual meeting of the members shall be a Sunday or legal holiday, such meeting shall be held on the next succeeding business day. If the election of Directors shall not be held on the day designated for any annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the members as soon thereafter as conveniently may be. Failure to hold the annual meeting at the designated 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 Directors, by the President or upon a written request signed by at least ten per cent (10%) of all the members and it shall thereupon be the duty of the Secretary to cause notice of such meeting to be given as provided in Section 3 of this Article III. Special meetings of the members shall be held at any place within the County of Winnebago in the State of Iowa specified in the notice of the special meetings.
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, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) days nor more than thirty (30) days before the date of the meeting, either personally or by mail, by or at the direction of Secretary, or 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, in a sealed envelope, addressed to the member at their address as it appears on the records of the Cooperative, with postage thereon prepaid.
Section 4. Failure to Receive Notice. The failure of any member to receive notice of any annual or special meeting of the members shall not invalidate any action which may be taken by the members at any such annual or special meeting.
Section 5. Quorum. Ten percent (10%) or more of the members present in person or represented by mail ballots shall constitute a quorum necessary for the transaction of business at any Annual Meeting or Special Meeting of the membership; provided, however, that so long as the total number of members of the Cooperative shall exceed five hundred (500) then fifty (50) or more members present in person shall be sufficient to constitute a quorum for the transaction of business at all meetings of the members. If less than a quorum is present at any meeting, a majority of those present may adjourn the meeting from time to time without further notice.
Section 6. Voting. Each member shall be entitled to one vote and no more upon each matter submitted to a vote at a meeting of the members. At all meetings of the members at which a quorum is present, all questions shall be decided by a vote of the majority of the members present in person or represented by mail vote except as otherwise provided by law, the Articles of Incorporation, the Bylaws of the Cooperative, or any amendments thereof. The election of Directors shall be by ballot and each member shall have the right to cast one vote for each Director to be elected at such election. The number of candidates equal to the number of Directors to be elected receiving the highest number of votes shall be elected for the term specified in Section 2 of Article IV of these Bylaws.
Section 7. Voting by Mail. Any member may vote by mail upon any motion or resolution to be acted upon at any annual or special meeting of the members with respect to an amendment to the Articles of Incorporation of the Cooperative or these Bylaws, or any action submitted pursuant to a resolution adopted by the Board of Directors, or by petition of not less than ten per cent (10%) of the members. The Secretary shall enclose with the notice of such meeting any exact copy of such motion or resolution to be acted upon, and such member shall express their vote thereon by indicating “yes” or “no” on the copy of each such motion or resolution in the space provided therefor, and shall enclose each such copy so marked in a sealed envelope bearing their name addressed to the Secretary. When such written vote so enclosed is received by mail in advance of the meeting from any member, it shall be accepted and counted as a vote of such member at such meeting. Any member may also vote by mail in the election of Directors by ballot as provided in Section 3 of Article IV of these Bylaws. The failure of any such member to receive a copy of any such motion or resolution or ballot shall not invalidate any action which may be taken by the members at any such meeting.
Section 8. Order of Business. The order of business at the annual meeting of the members, and so far as possible at all other meetings of the members, shall be conducted under policies established by the Board and under an agenda essentially as follows, except as otherwise determined by the members at such meeting:
1. Call of the roll.
2. Reading of the notice of the meeting, together with proof of the due publication or mailing thereof or the waiver or waivers of notice of the meeting.
3. Presentation and reading of unapproved minutes of previous meetings of the members and the taking of necessary action thereon.
4. Presentation and consideration of, and acting upon, reports of Officers, Directors and committees.
5. Election of Directors.
6. Unfinished business.
7. New business.
8. Adjournment.
ARTICLE IV.
Directors
Section 1. General Powers. The business and affairs of the Cooperative shall be managed by a Board of seven (7) Directors which shall exercise all the powers of the Cooperative except such as are by law, the Articles of Incorporation, the Bylaws of the Cooperative, or any amendments thereof conferred upon or reserved to the members.
Section 2. Qualifications and Tenure. At each annual meeting, Directors shall be elected by and from the members of the Cooperative to succeed those Directors whose terms expire, to serve for a term of three years each, or until the next regular annual meeting of the members in the year in which their terms expire, and until their successors shall have been elected and qualified. No member shall be eligible to become or remain a Director or to hold any position of trust in the Cooperative who is not a bona fide resident in the area served by the Cooperative, or who is in any way employed by or financially interested in a competing enterprise; provided, however, that nothing in this section contained 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.
Section 3. Nominations. It shall be the duty of the Board of Directors to appoint, not less than thirty-five (35) days nor more than fifty (50) days before the date of a meeting of the members at which Directors are to be elected, a Nominating Committee consisting of not less than five (5) nor more than eleven (11) members of the Cooperative, who shall be selected so as to give equitable representation on the committee to the geographical areas served or to be served by the Cooperative. No Officer or member of the Board of Directors shall be appointed a member of such committee. The committee shall prepare and post at the principal office of the Cooperative at least thirty (30) days before the meeting, a list of nominations for Directors, but any fifteen (15) or more members may make other nominations in writing over their signatures not less than twenty-five (25) days prior to the meeting, and the Secretary shall post the same at the same place where the list of nominations made by the committee is posted. A ballot marked “Ballot for Directors” containing the names of all the nominees so posted, arranged so as to place candidates from the same geographical areas in opposition to other candidates from the same geographical area (in so far as possible), and stating the residence of each, shall be mailed with the notice of the meeting. The Secretary shall also mail with the notice of the meeting, a statement of the number of Directors to be elected and showing separately the nominations made by the Nominating Committee and the nominations made by petition. Such statement of the Secretary shall also inform the members of the manner in which they may vote by mail for Directors as provided in this section. Any member may vote by mail for Directors by marking on the ballot an “X” opposite the names of the number of candidates equal to the number of Directors to be elected and enclosing the ballot in a sealed envelope bearing their name addressed to the Secretary of the Cooperative. When such a ballot so enclosed is received in advance of the meeting from the member, it shall be accepted and counted as a vote for Directors by ballot. The provisions of this section shall not be mandatory in the case of recall of one or more Directors as provided in Article VII of these Bylaws.
Section 4. Vacancies. Subject to the provisions of Section 2 of Article VII of these Bylaws and Section 6 of Article IX of the Articles of Incorporation of the Cooperative, vacancies occurring in the Board of Directors between annual meetings of the members shall be filled by a majority vote of the remaining Directors, and Directors thus elected shall serve for the balance of the term of the Director whose resignation, death, or removal created the vacancy, and until their successor shall have been elected and qualified.
Section 5. Compensation. Directors as such shall not receive any salary for their services, but by resolution of the Board of Directors, a fixed sum of expenses of attendance, if any, may be allowed for attendance at each meeting of the Board of Directors and for each day or portion thereof spent on Cooperative business, such as attendance at meetings, conferences, and training sessions or performing committee assignments when authorized by the Board of Directors. If authorized by the Board of Directors, Directors may also be reimbursed for expenses actually and necessarily incurred in carrying out such Cooperative business and be granted a reasonable per diem allowance by the Board of Directors in lieu of detailed accounting for some of these expenses. Except in emergencies, no Director, or close relative of a Director, shall receive compensation for serving the Cooperative, unless such compensation shall be specifically authorized by a vote of the members.
Section 6. Rules and Regulations. The Board of Directors shall have power to make and adopt such rules and regulations, not inconsistent with the Articles of Incorporation, the Bylaws of the Cooperative, any amendments thereof, or the laws of the State of Iowa, as it may deem advisable for the management, administration and regulation of the business and affairs of the Cooperative.
Section 7. 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 accounting system as may from time to time be designated by the Administrator of the Rural Utilities Service of the United States Department of Agriculture. 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.
ARTICLE V.
Meetings of Directors
Section 1. Regular Meetings. A regular meeting of the Board of Directors shall be held without notice other than this Bylaw, 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 monthly and at such time and place as designated by the Board of Directors. Such monthly regular meetings may be held without notice other than such resolutions fixing the time and place thereof.
Section 2. Special Meetings. Special meetings of the Board of Directors shall be called by the President or upon the request of any three (3) Directors. The President shall fix the time and place for the special meeting of the Board.
Section 3. Conference Telephone Meetings. Subject to other applicable provisions of this Article, and to Article XII, Section 1 of these Bylaws, or any action which may be taken at a meeting of the Directors, may be taken by means of a telephone conference or similar communications equipment by means of which all persons participating in the meeting can hear each other, and the participation in a meeting pursuant to this provision shall constitute presence in person at such meeting.
Section 4. Notice. Notice of the time, place and purpose of any special meeting shall be given at least two (2) days previous thereto, by written notice, delivered personally or mailed, to each Director at their last known address as shown by the records of the Cooperative. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except in case a Director shall attend a meeting for the express purpose of objecting to the transaction of any business because the meeting shall not have been lawfully called or convened.
Section 5. Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, provided, that if less than a majority of the Directors are present at said meeting a majority of the Directors present may adjourn the meeting from time to time without further notice.
Section 6. Manner of Acting. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
Section 7. Unanimous Consent In Writing. Unless otherwise prohibited by law, Board actions may be taken without a meeting and without a vote if unanimous consent of the Board is obtained in writing setting forth the action taken in detail and the action is signed by all Board members entitled to vote.
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 of Directors from time to time. The offices of the Secretary and of 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 of Directors at the first meeting of the Board of Directors held after each annual meeting of the members. If the election of Officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Subject to the provisions of Article VII and Section 3 of Article VI, each Officer shall hold office until the first meeting of the Board of Directors following the next annual meeting of the members or until their successor shall have been duly elected and qualified.
Section 3. Removal. Any Officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Cooperative would be served thereby.
Section 4. Vacancies. Subject to the provisions of Section 2 of Article VII of these Bylaws, a vacancy in any office may be filled by the Board of Directors for the unexpired portion of the term.
Section 5. President. The President:
(a) Shall be the principal executive Officer and shall preside at all meetings of the members and of the Board of Directors;
(b) May sign any deeds, mortgages, 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 shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
Section 6. Vice-President. The Vice-President shall:
(a) In the absence of the President, or in the event of the President’s 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; and
(b) perform such other duties as from time to time may be assigned to the Vice-President by the Board of Directors.
Section 7. Secretary. The Secretary shall:
(a) Keep the minutes of meetings of the members and the Board of Directors in one or more books provided for that purpose;
(b) See that all notices are duly given in accordance with these Bylaws or as required by law;
(c) Be custodian of the corporate records and of the seal of the Cooperative and see that the seal of the Cooperative is affixed to all necessary 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) Keep a register of the post office address of each member which shall be furnished to the Secretary by such member;
(e) Have general charge of the books of the Cooperative in which a record of the members is kept;
(f) Keep on file at all times a complete copy of these Bylaws containing all amendments thereto which copy shall always be open to the inspection of any member, and at the expense of the Cooperative forward a copy of the Bylaws and of all amendments thereto to each member; and
(g) In general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to the Secretary by the Board of Directors.
Section 8. Treasurer. The Treasurer shall:
(a) Have charge and custody of and be responsible for all funds and securities of the Cooperative;
(b) Receive and give receipts for moneys due and payable to the Cooperative from any source whatsoever, and deposit all such moneys in the name of the Cooperative in such banks as shall be selected in accordance with the provisions of Section 3 of Article VIII of these Bylaws; provided, however, that the treasurer shall have authority, with the approval of the Board, to delegate to the Manager the authority to appoint employees of the Cooperative to actually carry out the responsibilities set forth in this section; and,
(c) In general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to the Treasurer by the Board of Directors.
Section 9. Manager. The Board of Directors may appoint a Manager who may be but who shall not be required to be a member. The Manager shall perform such duties as the Board of Directors may from time to time require and shall have such authority as the Board of Directors may from time to time vest in the Manager.
Section 10. Bonds of Officers. The Board of Directors shall require the Treasurer or any other Officer charged with responsibility for the custody of any of its funds or property, to give a bond for the faithful discharge of their duties in such sum and with such surety or sureties as the Board of Directors shall determine. The Board of Directors in its discretion may also require any other Officer, agent or employee of the Cooperative to give such bonds in such amounts, with such surety or sureties, and containing such terms and conditions as it shall determine.
Section 11. Salaries. The compensation, if any, of any Officer, agent, or employee who is also a Director or close relative of a Director, shall be determined by the members as provided in Section 5 of Article IV of these Bylaws; the powers, duties and compensation of all other Officers, agents and employees shall be fixed by the Board of Directors.
Section 12. Reports. The Officers shall submit at each annual meeting of the members reports covering the business of the Cooperative for the previous fiscal year and showing its condition at the close of such fiscal year.
ARTICLE VII
Removal of Officers and Directors
Section 1. Removal of Officers and Directors. Any Officer or Director may be removed by a vote of a majority of all voting members of the Cooperative at any regular meeting of the members or any special meeting of the members called for that purpose.
Section 2. Procedure for Removal of Officers or Directors. Any member may bring charges against an Officer or Director by filing them in writing with the Secretary together with a petition signed by ten per cent (10%) of the members requesting the removal of the Officer or Director in question. The removal shall be voted upon at the next regular or special meeting of the members, and by vote of the majority of all voting members the Officer or Director may be removed. The Officer or Director against whom such charges have been brought shall be informed in writing of the charges previous to the meeting, and shall have an opportunity at the meeting to be heard in person or by counsel and to present witnesses; and the person or persons bringing the charges against them shall have the same opportunity. Any vacancy in the Board of Directors pursuant to the provisions of this section and Article of these Bylaws may be filled at the same meeting at which such vacancy is created and the Director so elected shall hold office until the next succeeding regular annual meeting of the members of the Cooperative and until their successor shall have been elected and qualified. In case of failure to fill such vacancy at such meeting, the Board of Directors may fill the vacancy at any subsequent meeting of the Board of Directors in the manner and for the term specified in Section 4 of Article IV of these Bylaws. The vacancy occasioned by the removal of any Officer shall be filled by the Board of Directors as provided in Section 4 of Article VI of these Bylaws.
ARTICLE VIII.
Contracts, Checks and Deposits
Section 1. Contracts. Except as limited elsewhere by these Bylaws, the Board of Directors may by resolution 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 orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Cooperative shall be signed by such Officer or Officers of the Cooperative and in such manner as shall from time to time be determined by a resolution of the Board of Directors.
Section 3. Deposits. All funds of the Cooperative shall be deposited from time to time to the credit of the Cooperative in such bank or banks as the Board of Directors may select.
ARTICLE IX.
Personal Liability
Indemnification. A Director, Officer, employee, or member of the Cooperative is not liable on the Cooperative’s debts or obligations, and a Director, Officer, member, or other volunteer is not personally liable in that capacity, for a claim based upon any action taken, or any failure to take action in the discharge of the person’s duties, except for the amount of a financial benefit received by the person to which the person is not entitled, an infliction of harm on the Cooperative or its members, or an intentional violation of criminal law.
ARTICLE X
Indemnification
The Cooperative may indemnify any present or former Director, officer, employee, member, or volunteer in the manner and to the extent permitted by Section 499.59A of the Code of Iowa (2007) and any amendements thereto.
ARTICLE XI.
Non-profit Operation, Revenues and Receipts
Section 1. Non-profit Operation. The Cooperative shall at all times be operated on a cooperative non-profit basis for the mutual benefit of its members. No interest or dividends shall be paid or payable upon membership in the Cooperative.
Section 2. Disposition of Revenues and Receipts. The Directors shall annually dispose of the earnings of the Cooperative in excess of its operating expenses as follows:
(a) to provide a reasonable reserve for depreciation, obsolescence, bad debts, or contingent losses or expenses;
(b) at least ten per cent (10%) of the remaining earnings must be added to surplus until surplus equals either (1) thirty per cent (30%) of the total of all capital paid in for memberships, plus all deferred patronage dividends, plus certificates of indebtedness payable upon liquidation, earnings from nonmember business, and earnings arising from the earnings of other Cooperative organizations of which the association is a member, or (2) one thousand dollars ($1,000.00), whichever is greater; no additions shall be made to surplus whenever it exceeds either fifty per cent (50%) of such total, or one thousand dollars ($1,000.00) whichever is greater, without the approval of the membership by a majority of the votes cast;
(c) not less than one per cent (1%) nor more than five per cent (5%) of such earnings in excess of reserves may be placed in an educational fund, to be used as the Directors deem suitable for teaching or promoting cooperation; and
(d) all remaining net earnings shall be allocated to the account of each member ratably in proportion to the amount of business the member did with the Cooperative during that year. The Directors shall determine the percentage or the amount of the allocation to be paid in cash. Allocation not paid in cash shall be transferred to a revolving fund and credited to the members. The credits in the revolving fund are referred to as deferred patronage dividends.
The Board of Directors shall determine the method, basis, priority, and order of retirement, if any, for all patronage dividends. In no event, however, shall any patronage dividends be retired contrary to the provisions of any unsatisfied mortgage executed by the Cooperative.
Section 3. Membership Control over Disposition of Receipts. The members may, at any meeting, control the amount to be allocated to surplus or the educational fund within the limits specified in Section 2 of this Article of these Bylaws.
Section 4. Revolving Fund. The Directors may use the revolving fund to pay the obligations or add to the capital of the Cooperative. In such event the deferred patronage dividends shall constitute a charge upon the revolving fund and future additions thereto, and upon future assets subordinate to creditors then or thereafter existing.
Section 5. Deferred Patronage Certificates. The Cooperative may issue certificates for deferred patronage dividends, which certificates may be transferable or non-transferable as the Board of Directors may from time to time determine.
Section 6. Maturity of Deferred Patronage Certificates. The certificates referred to in Section 5 of this Article XI shall not mature until the dissolution or liquidation of the Cooperative, but shall be callable by the Board of Directors of the Cooperative.
ARTICLE XII.
Miscellaneous
Section 1. Waiver of Notice. Any member, Director or Officer may waive in writing any notice of meetings required to be given by law, the Articles of Incorporation, the Bylaws of the Cooperative, or any amendments thereof. The attendance of a member, Director or Officer at any meeting shall constitute a waiver of notice of such meeting by such member, Director or Officer.
Section 2. Fiscal Year. The fiscal year of the Cooperative shall begin on the lst day of January of each year and end on the 31st day of December of the same year.
ARTICLE XIII.
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, Iowa”.
ARTICLE XIV.
Amendments
The Directors, by a vote of seventy-five per cent (75%) of the Directors, may adopt, alter, amend, or repeal Bylaws for the Cooperative, which shall remain in force until altered, amended, or repealed by a vote of seventy-five per cent (75%) of the members present or represented having voting privileges, at any annual meeting or special meeting of the membership, provided that at least ten days’ prior written notice of the impending membership vote has been mailed to all members of the Cooperative with a copy or summary of the proposed adoption, alteration, amendment, or repeal of the Bylaws. Proposals by members to adopt, alter, amend, or repeal Bylaws by vote of the membership shall be presented to the Cooperative’s registered office for mailing to the membership by the Cooperative at least twenty days prior to the meeting at which the proposed change is to be considered.
