Piedmont Rural Telephone Cooperative, Incorporative
PRTC Piedmont Rural Telephone Cooperative
“Rural Telecommunications since 1951”
as revised 2014
It shall be the aim of
PIEDMONT RURAL TELEPHONE COOPERATIVE, INC. to provide dependable area-wide telephone service on the cooperative plan and at the lowest cost consistent with sound economy and good management.
SECTION 1. Requirements for Membership.
Any person, firm, association, corporation, or body politic or subdivision thereof may become a member (hereinafter called “member”) of the Piedmont Rural Telephone Cooperative, Incorporated (hereinafter called the “Co-op”) by:
(a) Making an application for membership therein (hereinafter called “application for membership”);
(b) agreeing to purchase from the Co-op telephone service as hereinafter specified;
(c) agreeing to comply with and be bound by the articles of incorporation and bylaws of the Co-op and any rules and regulations adopted by the board of trustees (here in after called the “Board”); and
(d) paying the membership fee hereinafter specified; and
(e) maintaining an active account in good standing with the Cooperative as further defined herein.
No person, firm, association, corporation or body politic or subdivision thereof shall become a member unless and until he or it has been accepted for membership by the Board or the members.
Beginning six months after the date of incorporation, all applications received more than thirty days prior to each meeting of the members which have not been accepted or which have been rejected by the Board shall be submitted by the Secretary to such meeting, and, subject to
compliance by the applicant with the requirements hereinafter set forth, any such application may be accepted by vote of the members. The Secretary shall give each such applicant at least ten days’ written notice of the date of the members’ meeting to which his application will be
submitted and such applicant shall be entitled to be present and heard at the meeting.
SECTION 2. Application for Membership.
Membership shall not be evidenced by a stock certificate unless authorized by the Board after January 1, 1996. The applicant shall agree to
purchase telecommunication services from the Cooperative and to be bound by and to comply with all the other provisions of the Cooperative’s Articles of Incorporation and Bylaws, and all rules, regulations, rate classifications and rate schedules established pursuant thereto, as all the same then exist or may thereafter be duly adopted or amended (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. The membership application shall be accompanied by the membership fee provided for hereinafter (together with any service security deposit, service connection deposit or fee, that may be required by the Cooperative) which fee (and such service security deposit, service connection deposit or fee) shall be refunded in the event the application is by Board resolution denied.
SECTION 3. Joint Membership
A husband and wife may apply for a joint membership and, subject to their compliance with the requirements of Section 1 of this Article may be accepted for such membership. The term “member” used in these bylaws shall be deemed to include a husband and wife holding a joint membership and any provisions relating to the rights and liabilities of membership shall apply equally with respect to the holders of a joint membership. Without limiting the generality of the foregoing, the effect of the hereinafter specified actions by or in respect to 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 one joint vote;
(c) A waiver of notice signed by either or both shall constitute a joint waiver;
(d) Notice to either shall constitute notice to both;
(e) Expulsion of either shall terminate the joint membership;
(f) Withdrawal of either shall terminate the joint membership;
(g) Either but not both may be elected or appointed as an officer or trustee, provided that both meet the qualifications for such office.
SECTION 4. Conversion of Membership.
(a) A membership may be converted to a joint membership upon the written request of the holder thereof and the agreement by such holder and his or her spouse to comply with the articles of incorporation, bylaws, and any rules and regulations adopted by the Board.
(b) Upon the death of either spouse who is a party to the joint membership such membership shall be held solely by the survivor.
SECTION 5. Membership and Service Connection Fees.
The membership fee shall be as prescribed by the board of trustees. Payment of this fee shall make a member eligible for telecommunications services provided by the Cooperative. Additional fees shall be paid for each additional connection, extension and other available service, in accordance with the rules and regulations prescribed by the Board and the South Carolina Public Service Commission or other regulating agency. Each individual, business entity, or corporation shall have only one membership regardless of the number of lines they have; provided, however, if an individual, business entity, or corporation has an additional line at a totally separate and distinct location not adjoining the building or structure where the first line is located, said individual, business entity, or corporation may have a second membership for the second location.
SECTION 6. Purchase of Telephone Service
Each member shall, as soon as telephone service is available, take telephone service from the Co-op to be used on the premises specified in his or her application for membership, and shall pay there for monthly at rates which shall from time to time be fixed by the Board; and approved by the South Carolina Public Service Commission or other regulating agency. Provided, however that the Board may limit the amount of telephone service which the Co-op shall be required to furnish to any one member. It is expressly understood that amounts paid for telephone service in excess of the cost of service are furnished by members as capital and each member shall be credited with the capital so furnished as provided in these bylaws. Each member shall pay to the Co-op such minimum amount per month for telephone service as shall be fixed by the Board from time to time. Each member shall also pay all amounts owed by him or her to the Co-op as and when the same shall become due and payable.
SECTION 7. Termination of Membership.
(a) The Board may, by the affirmative vote of not less than two thirds of the trustees, expel any member who fails to comply with any of the provisions of the articles of incorporation bylaws, or any rules or regulations adopted by the Board, but only if such member shall have been given written notice by the secretary that such failure makes him or her liable to expulsion and such failure shall have continued for at least ten days after such notice was given. Any expelled member may be reinstated by vote of the Board or by vote of the members at the annual or special meeting. The membership of a member who has not permitted the installation of service within thirty (30) days after he or she has been notified service is available to him or her, or of a member who has ceased to purchase telephone service from the Co-op, shall be canceled by resolution of the Board.
(b) Upon the withdrawal, death, cessation of existence or expulsion of a member, the membership of such member shall thereupon terminate.
(c) Any shareholder who shall desire to transfer a share of the common stock of the corporation owned by him or her, shall first offer the share to the corporation which shall have the exclusive right to purchase such share at a price equal to the par value thereof within thirty (30) days after such offer. Shares of stock so acquired by the corporation may be held by it as treasury stock or may be transferred or issued to other persons who are eligible for membership and who comply with the provisions of the share of common stock. If the corporation shall have not exercised its option to purchase share, the stockholder after the expiration of such time shall be free to sell such stock but only to a person eligible for membership who has complied with the provisions of the charter and bylaws of the corporation with respect to the issuance of shares of common stock.
(d)In case of withdrawal or termination of membership in any manner, the Cooperative is not obligated to pay the member the amount of membership fee paid by him or her.
RIGHTS AND LIABILITIES OF MEMBERS
SECTION 1. Property Interest of Members
Upon dissolution, after
(a) all debts and liabilities of the Co-op shall have been paid,
(b) all capital furnished through patronage shall have been retired as provided in these bylaws, and
(c) all membership fees shall have been repaid, the remaining property and assets of the Coop shall be distributed among the members and former members in the proportion which the aggregate patronage of each member bears to the total patronage of all such members, unless otherwise provided by law.
SECTION 2. Non-Liability for Debts of the Co-Op.
The private property of the members shall be exempt from execution or other liability for the debts of the Co-op and no member shall be liable or responsible for any debts or liabilities of the Co-op including Board members and employees.
MEETING OF MEMBERS
SECTION 1. Annual Meeting.
The annual meeting of the members shall be held on the first Saturday in August of each year, beginning with the year 1951, at such place in the County of Laurens, State of South Carolina, as shall be designated in the notice of the meeting, for the purpose of electing trustees, passing upon reports for the previous fiscal year and transacting such other business as may come before the meeting. It shall be the responsibility of the Board to make adequate plans and preparations for the annual meeting. If the day fixed for the annual meeting shall fall on a legal holiday, such meeting shall be held on the next succeeding business day. Failure to hold the annual meeting at the designated time shall not work a forfeiture or dissolution of the Co-op, except that after 2008 the annual meeting will be held on a declared date as determined by the board between September 1 and November 30 each year.
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 trustees, by the President, or by not less than 200 members or ten per centum of all the members, whichever shall be the lesser, and it shall thereupon be the duty of the Secretary to cause notice of such meeting to be given as hereinafter provided. Special meetings of the members may be held at any specified place within the County of Laurens, State of South Carolina, specified in the notice of the special meeting.
SECTION 3. Notice of Members' Meetings.
Written notice stating the place, day and hour of the meeting and, in case of a special meeting or an annual meeting at which business requiring special notice is to be transacted, the purpose or the purposes for which the meeting is called, shall be delivered not less than ten (10) days nor more than forty five (45) days before the date of the meeting, either personally or by mail, by or at the direction of the Secretary, or upon a default in duty by the Secretary, by the persons calling the meeting, to each member. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the member at his or her address as it appears on the records of the Co-op, with postage thereon prepaid. The failure of any member to receive notice of an annual or special meeting of the members shall not invalidate any action which may be taken by the members at any such meeting.
SECTION 4. Quorum.
As long as the total number of members does not exceed five hundred, ten per centum of the total number of members present in person shall constitute a quorum. In case the total number of members shall exceed five hundred, fifty members or two per centum of the members present in person, whichever shall be the larger, shall constitute a quorum. If less than a quorum is present at any meeting, a majority of those present in person may adjourn the meeting from time to time without further notice. The minutes of each meeting shall contain
a list of members present in person.
SECTION 5. Voting.
Each membership shall be entitled to only one vote upon each matter submitted to a vote at a meeting of the members. All questions shall be decided by a vote of a majority of the members voting thereon in person or by proxy except, as otherwise provided by law, the articles of incorporation or these bylaws.
SECTION 6. Proxies.
Voting by proxies is prohibited.
SECTION 7. 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 essentially as follows, except as otherwise determined by the members at such meeting.
1. Report on the number of members present in person in order to determine the existence of a quorum.
2. Reading of the notice of the meeting and proof of the due publication or mailing thereof, or the waiver or waivers of notice of the meeting, as the case may be.
3. Reading of unapproved minutes of previous meetings of the members and the taking of necessary action thereon.
4. Presentation and consideration of reports of officers, trustees, and committees.
5. Election of trustees.
6. Unfinished business.
7. New business.
SECTION 1. General Powers.
The business and affairs of the Co-op shall be managed by a Board of eight (8) trustees which shall exercise all of the powers of the Co-op except such as are by law, the articles of incorporation or these bylaws conferred upon or reserved to the members.
SECTION 2. Election and Tenure of Office.
The trustees shall be elected for three year terms on a staggered basis with three being elected each year. The system of staggered terms by
districts in existence January 1993 shall be the basis for future elections. If there are more than two (2) nominees for any district, a trustee shall be elected by a plurality vote. Upon election, trustees shall serve for the term of their office or until their successors shall be elected and shall have qualified. The term of office for a trustee shall begin on January 1 following the election of the trustee at an annual meeting.
In order to assure proper representation of members living in various areas, in the year 1977 the following areas are established: Area I – members of the Laurens Rural Exchange which shall have two trustees. Area II – members of the Gray Court and Enoree Exchanges which shall have two trustees. Area III – members of the Waterloo, West End and Hickory Tavern Exchanges which shall have three trustees. Nominations will be made and elections held so that at least one trustee shall come from each exchange, and to do this, the seats will be numbered in accordance with the expiration of terms of such trustees. The division as made herein is a very close approximation of giving each member an equal voice and vote on the election of trustees. It will be reviewed each five years or sooner if necessary to give effect to the changing amount of membership of each exchange.
SECTION 3. Qualifications.
No person shall be eligible to become or remain a trustee of the Co-op who:
(a) is not a member and whose primary residence is not in the area served or to be served by the Co-op; or
(b) is in any way employed by or financially interested in a competing enterprise or a business engaged in selling telephone service or supplies, or constructing or maintaining telephone facilities, other than a business operating on a cooperative non-profit basis for the purpose of furthering rural telephony.
(c) has been employed by the Cooperative at any time during a period of five (5) years prior to his or her nomination.
Upon establishment of the fact that a trustee is holding office in violation of any of the foregoing provisions, the Board shall remove such trustee from office.
Nothing contained in this section shall affect in any manner whatsoever the validity of any action taken at any meeting of the Board.
SECTION 4. Nominations.
It shall be the duty of the board to appoint, not less than forty (40) nor more than seventy (70) days before the date of a meeting of the members at which trustees are to be elected, a committee on nominations consisting of not less than five nor more than eleven members who shall be selected from different sections so as to insure equitable representation. No member of the Board may serve on such committee. The committee, keeping in mind the principle of geographical representation, shall prepare and post at the principal office of the cooperative at least thirty (30) days before the meeting a list of nominations for trustees which shall include a candidate for each trustee to be elected. Any one hundred (100) or more members together may make other nominations by petition not less than thirty (30) days prior to the meeting and the secretary shall post such nominations at the same place where the list of nominations made by the committee is posted. The Secretary shall mail with the notice of the meeting or separately, but at least 10 days before the date of the meeting, a statement of the number of trustees to be elected and the names and addresses of the candidates, specifying separately the nominations made by the committee and the nominations by petition, if any. The ballot to be used at the election shall list the names of the candidates nominated by the committee and names of the candidates nominated by petition, if any.
SECTION 5. Removal of Trustees by Members.
Any member may bring charges against a trustee and, filing with the Secretary such charges in writing together with a petition signed by
at least ten per centum of the members, or two hundred members, whichever is lesser, may request the removal of such trustee by reason thereof. Such trustee shall be informed in writing of the charges at least ten days prior to the meeting of the members at which the charges are to be considered and shall have opportunity at the meeting to be heard in person or by counsel and to present evidence in respect of the charges; and the person or persons bringing the charges against him or her shall have the same opportunity. The question of the removal of such trustee shall be considered and voted upon at the meeting of the members and any vacancy created by such removal may be filled by vote of the members at such meeting without compliance with the foregoing provisions with respect to nominations.
SECTION 6. Vacancies.
Subject to the provisions of the bylaws with respect to the filling of vacancies caused by the removal of trustees by the members, a vacancy occurring in the Board shall be filled by the affirmative vote of a majority of the remaining trustees for the unexpired portion of the term, provided, however, that in the event the vacancy is not filled by the Board with-in sixty (60) days after the vacancy occurs, the members shall have the right to fill such a vacancy at a meeting of the members without compliance with the foregoing provisions in respect of nominations.
SECTION 7. Compensation.
Trustees shall not receive any salary for their services as trustees, except that by resolution of the Board a fee of not to exceed five (5) dollars and actual expenses of attendance, if any, may be allowed for attendance at each meeting of the Board. No trustee shall receive compensation for serving the Co-op in any other capacity, nor shall any close relative of a trustee receive compensation for serving the Co-op, unless the payment and amount of compensation shall be specifically authorized by a vote of the members or the service by such trustee or close relative shall be certified by the Board as an emergency measure, except that after January 1, 1976, a fee equal to that of other cooperatives in South Carolina plus actual expenses will be paid each Director. Compensation shall not be paid except for actual attendance on activities authorized by the Board. The Board may also provide travel, expenses and other
benefits for the Trustees.
MEETING OF TRUSTEES
SECTION 1. Regular Meetings.
A regular meeting of the Board shall also be held monthly at such time and place in Laurens County, South Carolina, as the Board may provide by resolution. Such regular monthly meeting may be held without notice other than such resolution fixing the time and place thereof.
SECTION 2. Special Meeting.
Special Meetings of the Board may be called by the President or by any three trustees, and it shall thereupon be the duty of the Secretary to cause notice of such meeting to be given as hereinafter provided. The President or the trustees calling the meeting shall fix the time and place (which shall be in Laurens County, South Carolina), for the holding of the meeting.
SECTION 3. Notice of Trustees' Meetings.
Written notice of the time, place and purpose of any
special meeting of the Board shall be delivered to each trustee not less than five days previous thereto either personally or by mail, by or at the direction of the Secretary, or upon a default in duty by the Secretary, by the President or the trustees calling the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the trustee at this address as it appears on the records of the Co-op, with postage thereon prepaid.
SECTION 4. Quorum.
A majority of the Board shall constitute a quorum provided, that if less than such majority of the trustees is present at said meeting, a majority of the trustees present may adjourn the meeting from time to time; and provided further, that the Secretary shall notify any absent trustees of the time and place of such adjourned meeting. The act of a majority of the trustees present at a meeting at which a quorum is present shall be the act of the Board.
SECTION 1. Number.
The officers of the Co-op shall be a President, Vice President, Secretary, Treasurer, and such other officers as may be determined by the Board from time to time. The Offices of Secretary and of Treasurer may be held by the same person.
SECTION 2. Election and Term of Office.
If the election of officers shall not be held at the January board meeting, such election shall be held as soon thereafter as may be convenient.
Each officer shall hold office until his or her successor shall have been elected and shall have qualified. Except as otherwise provided in these bylaws, the vacancy in any office shall be filled by the Board for the unexpired portion of the term.
SECTION 3. Removal of Officers and Agents by Trustees.
Any officer or agent elected or appointed by the Board may be removed by the Board whenever in its judgment the best interests
of the Co-op will be served thereby. In addition, any member of the Co-op may bring charges against any officer, and by filing with the Secretary such charges in writing together with a petition signed by ten per centum of the members, or two hundred members, whichever is the lesser, may request the removal of such officer. The officer against whom such charges have been brought shall be informed in writing of the charges at least ten days prior to the Board meeting at which the charges are to be considered and shall have an opportunity at the meeting to be heard in person or by counsel and to present evidence in respect of the charges; and the person or persons bringing the charges against him or her shall have the same opportunity.
SECTION 4. President.
The President shall:
(a) be the principal executive officer of the Co-op and unless otherwise determined by the members or the Board, shall preside at all meetings of the members and the Board;
(b) sign with the Secretary, certificates of membership, the issue of which shall have been authorized by the Board or the members, and may sign any deeds, mortgages, deeds of trust notes, bonds, contracts or other instruments authorized by the Board to be executed, except in cases in which the signing and execution thereof shall be expressly delegated by the Board or by these bylaws to some other officer or agent of the Co-op, or shall be required by law to be otherwise signed or executed; and
(c) in general perform all duties incident to the office of President and such other duties as may be prescribed by the Board from time to time.
SECTION 5. Vice President.
In the absence of the President, or in the event of his or her inability or refusal to act, the Vice President, shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall also perform such other duties as from time to time may be assigned to him or her by the Board.
SECTION 6. Secretary.
The Secretary shall:
(a) keep the minutes of the meetings of the members and of the Board in one or more books provided for that purpose;
(b) see that all notices are duly given in accordance with these bylaws or required by law;
(c) be custodian of the corporate records and of the seal of the Co-op and affix the seal of the Co-op to all certificates of membership prior to the issue thereof and to all documents, the execution of which on behalf of the Co-op under its seal is duly authorized in accordance
with the provisions of these bylaws;
(d) keep a register of the names and post office addresses of all members;
(e) sign, with the President, certificates of membership, the issue of which shall have been authorized by the Board of the members;
(f) have general charge of the books of the Co-op;
(g) keep on file at all times a complete copy of the articles of incorporation and bylaws of theCo-op containing all amendments thereto (which copy shall always be open to the inspection of any member) and at the expense of the Co-op, forward a copy of the bylaws
and of all amendments thereto to each member; and
(h) in general perform all duties incident to the Office of Secretary and such other duties as from time to time may be assigned to him or her by the Board.
SECTION 7. Treasurer.
The Treasurer shall:
(a) have charge and custody of and be responsible for all funds and securities of the Co-op;
(b) be responsible for the receipt of and the issuance of receipts for all moneys due and payable to the Co-op and for the deposit of all such moneys in the name of the Co-op in such bank or banks as shall be selected in accordance with the provisions of these bylaws; 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 him or her by the Board.
SECTION 8. Chief Executive Officer.
The Board may appoint a Chief Executive Officer who may be, but who shall not be required to be, a member of the Co-op. The Chief Executive Officer shall perform such duties and shall exercise such authority as the Board may from time to time vest in him or her.
SECTION 9. Bonds of Officers.
The Treasurer and any other officer or agent of the Co-op charged with responsibility for the custody of any of its funds or property shall give bond in such sum and with such surety as the Board shall determine. The Board in its discretion may also require any other officer, agent or employee of the Co-op to give bond in such amount and with such surety as it shall determine.
SECTION 10. Compensation.
The powers, duties and compensation of officers, agents and employees shall be fixed by the Board, subject to the provisions of these bylaws with respect to compensation for trustees and close relatives of trustees.
SECTION 11. Reports.
The officers of the Co-op shall submit at each annual meeting of the members reports covering the business of the Co-op for the previous fiscal year. Such reports shall set forth the condition of the Co-op at the close of such fiscal year.
SECTION 1. Interest or Dividends on Capital Prohibited.
The Co-op shall at all times be operated on a cooperative non-profit basis for the mutual benefit of its patrons. No interest or dividends shall be paid or payable by the Co-op on any capital furnished by its patrons.
SECTION 2. Patronage Capital in Connection with Furnishing Telephone Service.
In the furnishing of telephone service Co-op’s operations shall be so conducted that all patrons will through their patronage furnish capital for the Co-op. In order to induce patronage and to assure that the Co-op will operate on a non-profit basis, the Co-op is obligated to account on a patronage basis to all its patrons for all amounts received and receivable from the furnishing of telephone service in excess of operating costs and expenses properly chargeable against the furnishing of telephone service. All such amounts in excess of operating costs and expenses at the moment of receipt by the Co-op are received with the understanding that they are furnished by the patrons as capital. The Co-op is obligated to pay by credits to a capital account for each patron all such amounts in excess of operating costs and expenses. The books and records of the Co-op shall be set up and kept in such a manner that at the end of each fiscal year the amount of capital, if any, so furnished by each patron is clearly reflected and credited in an appropriate record to the capital account of each patron, and the Co-op shall within a reasonable time after the close of the fiscal year notify each patron of the amount of capital so credited to his or her account. All such amounts credited to the capital account of any patron shall have such status as though they had been paid to the patron in cash in pursuance of a legal obligation to do so and the patron had then furnished the Co-op corresponding amounts for capital, except that such amounts may be offset by appropriate deductions for reasonable administrative fees and any debt owed to the Cooperative by the patron. Nevertheless, the provisions of the Cooperative Association Law of South Carolina regarding rescue funds, educational funds and uniform dividends will also be observed.
In the event of dissolution or liquidation of the Co-op, after all outstanding indebtedness of the Co-op shall have been paid, outstanding capital credits shall be retired without priority on a pro rata basis before any payments are made on account of property rights of members. If, at any time prior to dissolution or liquidation, the Board shall determine that the financial condition of the Co-op will not be impaired thereby, the capital then credited to patrons’ accounts may be retired in full or in part. After November 16, 1995, and thereafter, the Board of Trustees shall determine the method, basis, priority, and order of retirement, if any for all amounts furnished as capital.
Capital credited to the account of each patron shall be assignable only on the books of the Coop, pursuant to written instruction from the assignor and only to successors in interest or successors in occupancy in all or a part of such patron’s premises served by the Co-op unless the Board, acting under policies of general application, shall determine otherwise.
Notwithstanding any other provision of these bylaws, the Board, at its discretion, shall have the power at any time upon the death of any patron, if the legal representatives of his or her estate shall request in writing that the capital credited to any such patron be retained prior to the time such capital would otherwise be retired under the provisions of these bylaws, to retire capital credited to any such patron immediately upon such terms and conditions as the Board, acting under policies of general application, and the legal representatives of such patron’s estate shall agree upon; provided however, that the financial condition of the Co-op will not be impaired thereby.
The patrons of the Co-op, by dealing with the Co-op, acknowledge that the terms and provisions of the articles of incorporation and bylaws shall constitute and be a contract between the Co-op and each patron, just as if the Co-op and the patron had individually signed a separate instrument containing such terms and provisions. The provisions of this article of the bylaws shall be called to the attention of each patron of the Co-op by posting in a conspicuous place in the Co-op’s office.
Any funds being held by the Cooperative for a patron, including but not limited to unclaimed capital credits, abandoned capital credits or allocated capital credits, will be offset by the imposition of a reasonable administrative fee and by the amount of any debt owed to the Cooperative by the patron.
All other amounts received by the Cooperative from its operations in excess of costs and expenses shall, insofar as permitted by law, be (a) used to offset any losses incurred during the current or any prior fiscal year and (b) to the extent not needed for that purpose, allocated to its
patrons on a patronage basis and any amount so allocated shall be included as a part of the capital credited to the accounts of patrons, as herein provided.
The Co-op may not sell, mortgage, lease or otherwise dispose of or encumber all or substantially all of its property unless such sale, mortgage, lease or other disposition or encumbrance is authorized at a meeting of the members thereof by the affirmative vote of not less than twothirds of all of the members of the Co-op, and unless the notice of such proposed sale, mortgage, lease or other disposition or encumbrance shall have been contained in the notice of the meeting which shall be sent by registered mail to each stockholder of record at least ten days but not more than thirty days prior to the meeting; provided, however, that notwithstanding anything herein contained, the Board, without authorization by the members thereof, shall have full power and authority to authorize the execution and delivery of a mortgage or mortgages or a deed or deeds of trust upon, or the pledging or encumbering of, any or all of the property, assets, rights, privileges, licenses, franchise and permits of the Coop, whether acquired or to be acquired, and wherever situated, as well as the revenues and income therefrom, all upon such terms and conditions as the Board shall determine, to secure any indebtedness of the Co-op to United States of America or any instrumentality or agency therof.
The corporate seal of the Co-op shall be in the form of a circle and shall have inscribed thereon the name of the Co-op and the words “Corporate Seal of the State of South Carolina”, and the year of incorporation.
SECTION 1. Contracts.
Except as otherwise provided in these bylaws, the Board may authorize any officer or officers, agent or agents to enter into any contract or execute and deliver any instrument in the name and on behalf of the Co-op, 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, and all notes, bonds or other evidences of indebtedness issued in the name of the Coop shall be signed by such officer or officers, agent or agents, employees or employees of the Co-op and in such manner as shall from time to time be determined by resolution of the Board.
SECTION 3. Deposits.
All funds of the Co-op shall be deposited from time to time to the credit of the Co-op in such bank or banks as the Board may select.
SECTION 4. Change in Rates.
Written notice shall be given to the Administrator of REA of the United States of America not less than ninety days prior to the date upon which any proposed change in the monthly rates charged by the Co-op for telephone service becomes effective.
SECTION 5. Fiscal Year.
The fiscal year of the Co-op shall begin on the first day of January of each year and shall end on the thirty-first day of December of the same year.
SECTION 1. Membership in Other Organizations.
The Co-op shall not become a member of or purchase stock in any other organization without an affirmative vote of the board of trustees at a duly held meeting. Also, the Co-op may upon the authorization of the Board, purchase stock in or become a member of any corporation or organization organized for the purpose of engaging in or furthering the cause of area-wide rural communication services, or of any other corporation for the purpose of acquiring communication facilities or assuring more adequate services to its members.
SECTION 2. Waiver of Notice.
Any member or trustee may waive in writing any notice of a meeting required to be given by these bylaws. The attendance of a member or trustee at any meeting shall constitute a waiver of notice of such meeting by such member or trustee, except in case a member or trustee shall attend a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting has not been lawfully called or convened.
SECTION 3. Rules and Regulations.
The Board shall have power to make and adopt such rules and regulations, not inconsistent with law, the articles of incorporation or these bylaws, as it may deem advisable for the management of the business and affairs of the Co-op.
SECTION 4. Accounting System and Reports .
The Board shall cause to be established and maintained a complete accounting system which, among other things, and subject to applicable
laws and rules and regulations of any regulatory body, shall conform to such accounting system as may from time to time be designated by the Administrator of REA of the United States of America. The Board shall also after the close of each fiscal year cause to be made a full and complete audit of the accounts, books and financial conditions of the Co-op as of the end of such fiscal year. Such audit reports shall be submitted to the members at the next following annual meeting.
These bylaws may be altered, amended or repealed by the members at any regular or special meeting, provided the notice of such meeting shall have contained a copy of the proposed alteration, amendment or repeal.