These bylaws may be altered, amended, or repealed by the affirmative vote of not less than 2/3 of all the members of the Board of Directors, which vote may be taken at any regular or special meeting of the Board of Directors; provided that notice of such alteration, amendment, or repeal shall have been given with the notice of the meeting.
Adopted March 1, 1999
Amended April 2004
Amended August 2011
Amended August 2018
Amended June 2020
Amended March 2021
Each director, officer, employee, or agent is entitled to all the rights and remedies provided by I.C. 23-17-16-1 et seq. and any amendments thereto or substitution thereof, in addition to any other rights or remedies provided to such director, officer, employee, or agent in this article. Should other provisions of this article conflict with the provisions of I.C. 23-17-16-1 et seq., the statute shall take precedence over the other provisions of this article.
Every person who is or was a director, officer, or employee of this Cooperative, or of any other Cooperative for which such person is or was serving in any capacity at the request of this Cooperative, shall be indemnified by this Cooperative against any and all liability and expense that may be incurred by such person in connection with or resulting from or arising out of any claim, action, suit or proceeding, either civil or criminal, provided that such person is wholly successful with respect thereto or acted in good faith in what such person reasonably believed to be in, or not opposed to, the best interest of this Cooperative or such other Cooperative as the case may be, or in any criminal action or proceeding in which such person had no reasonable cause to believe that such person’s conduct was unlawful. As used herein “claim, action, suit or proceeding” shall include any claim, action, suit or proceeding (whether brought by or in the right of this Cooperative or such other Cooperative or otherwise), civil, criminal, administrative or investigative, whether actual or threatened, or in connection with an appeal relating thereto, in which a director, officer or employee of this Cooperative may become involved, as a party or otherwise, (i) by reason of such person being or having been a director, officer or employee of this Cooperative or such other Cooperative or arising out of such person’s status as such, or (ii) by reason of any past or future action taken or not taken by such person in any such capacity, whether or not such person continues to be such at the time such liability or expense is incurred. The terms “liability” and “expense” shall include, but shall not be limited to, attorney’s fees and disbursements, amounts of judgments, fines or penalties, and amounts paid in settlement by or on behalf of a director, officer, or employee, after prior approval thereof by action of the members of the Board of Directors not involved in the claim, action, suit or proceeding, but shall not in any event include any liability or expenses on account of profits realized by such person in the purchase or sale of securities of the Cooperative in violation of the law. The termination of any claim, action, suit or proceeding, by judgment, settlement (whether with or without court approval) or conviction or upon a plea of guilty or nolo contendere, or its equivalent, shall not create a presumption that a director, officer or employee did not meet the standards of conduct set forth in this paragraph.
Any such director, officer, or employee who has been wholly successful with respect to any such claim, action, suit, or proceeding shall be entitled to indemnification as a matter of right. Except as provided in the preceding sentence, any indemnification hereunder shall be made only if, (i) the Board of Directors acting by quorum consisting of directors who are not parties to or who have been wholly successful with respect to such claim, action, suit, or proceeding shall find that the director, officer or employee has met the standards of conduct set forth in the preceding paragraph, or (ii) independent legal counsel, mutually agreed upon by the involved director, officer or employee and the Board of Directors of the Cooperative, shall deliver to the Cooperative their written opinion that such director, officer or employee has met such standards of conduct.
If several claims, issues, or matters of action are involved, any person may be entitled to indemnification as to some matters even though such person is not entitled as to other matters.
The Cooperative may advance expenses to or, where appropriate may at its expense, undertake the defense of any such director, officer, or employee upon receipt of any written acknowledgment on behalf of such person to repay such expenses if it should be ultimately determined that such person is not entitled to indemnification hereunder.
The provisions of this section shall be applicable to claims, actions, suits, or proceedings made or commenced after the adoption hereof, whether arising from acts or omissions to act during, before, or after the adoption hereof.
The rights of indemnification provided hereunder shall be in addition to any rights to which any person concerned may otherwise be entitled by contract or as a matter of law and shall inure to the benefit of the heirs, executors, and administrators of any such person.
The Cooperative may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Cooperative or is or was serving at the request of the Cooperative as a director, officer, employee, or agent of another Cooperative against any liability asserted against such person and incurred by such person in any capacity arising out of such person’s status as such, whether or not the Cooperative would have the power to indemnify such person against such liability under the provisions of this section or otherwise.
Except as otherwise provided in these bylaws, the Board of Directors may authorize any officer or officers, agent or agents, employee or employees of the Cooperative 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.
All checks, drafts, or other orders for the payment of money, and all notes, bonds, or other evidence of indebtedness issued in the name of the Cooperative shall be signed and/or counter-signed by such officer or officers, agent or agents, employee or employees of the Cooperative and in such manner as shall from time to time be determined by resolution of the Board of Directors.
All funds except petty cash 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.
Written notice shall be given to any holder of a mortgage of the Cooperative, prior to the date upon which any change in the electric energy rate becomes effective.
This fiscal year of the Cooperative shall begin on the 1st day of January of each year and end the 31st day of December in the same calendar year.
The corporate seal of the Cooperative shall be in the form of a circle and shall have inscribed thereon the name of the Cooperative, the words “Corporate Seal, Indiana”, and figures “1999.”
The Board of Directors shall have power to make, adopt, and enforce such policies, rules, and regulations, not inconsistent with law, the Articles of Incorporation of the Cooperative, or these Bylaws, as it may deem advisable for the management, administration, and regulation of the business and affairs of the Cooperative. The policies, rules, and regulations so adopted shall be binding in all respects upon each member or applicant for membership. They are a part of every contract for service made by the Cooperative, unless modified by special terms written therein, and govern all classes of service. Copies of all rates, rules and regulations, and bylaws are on file in the Cooperative’s office and are open to inspection by members. These rates, rules, regulations, and Bylaws may be revised, amended, supplemented, or otherwise changed from time to time by action of the Board of Directors. All such revisions, amendments, supplements, or changes shall be binding upon all members or applicants for membership from and after their adoption by the Board of Directors.
The Board of Directors shall cause to be established and maintained a complete accounting system. The Board of Directors 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 each such fiscal year. A report of such audit shall be submitted to the members at the next following annual meeting.
In carrying out its purposes, this corporation may cooperate with other corporations organized under the Rural Electric Membership Corporation Act of Indiana and may apply for and accept membership in any general district corporation organized under said act, or any other corporation organized on a non-profit basis for the purpose of engaging in or furthering the cause of rural electrification, or otherwise deemed by the Board of Directors to be advantageous to the purpose for which the Cooperative is in existence. In the execution of this power, the board shall have full power and authority on behalf of the Cooperative to purchase stock or to make other capital expenditures which are conditions precedent to membership in any of the corporations hereinabove mentioned.
(a) The tariffs of rates for electric energy sold to a member shall be fixed from time to time by resolution of the Board of Directors, provided, however, that such rate tariffs shall be established in accordance with the laws of the State of Indiana.
(b) Members shall pay all charges for electrical service billed by the Cooperative in accordance with the rate tariffs, including charges for late payment, collection, reconnection, insufficient funds checks or any other charge permitted by the rate tariffs.
The board shall make diligent effort to see that electric service is extended to all unserved persons within the Cooperative’s service area who (a) desire such service and (b) meet all reasonable requirements established by the Cooperative as a condition of such service. The Cooperative may from time to time be unable to provide electric service to its members for many reasons. The Cooperative makes no guarantee, warranty, or promise that electric service will be available to its members at all times and under all conditions.
In the event the provisions of these bylaws conflict with the Articles of Incorporation or the laws of the State of Indiana, the provisions of the Articles of Incorporation or the law shall take precedence over these bylaws.
Each member shall pay for a yearly subscription of the Cooperative newsletter. Such subscription amount shall not exceed $5.00 for any one year. Payment of such subscription shall come from the amount paid by the member for their electric energy during the year.
Within these bylaws, any reference to he, him, she, or her shall be construed to refer to all such pronouns equally and simultaneously. Any reference to member, patron, consumer, or similar noun shall also be construed to refer to the plural of that noun, unless specifically outlined in a section of this bylaw.
The Cooperative may not sell, lease, or otherwise dispose of all, or substantially all, the property of the Cooperative unless:
a. 2/3 of all directors affirmatively authorized the submission of such to the membership;
b. any tender offer for the transfer of all or substantially all the assets may not be considered for a portion of the system;
c. no transfer of all or substantially all the assets may be considered, which is nothing more than an assignment of large segments of the assigned service are, unless the sale or the assignment of all the territory and the sale of all the assets be considered.;
d. notwithstanding any article, bylaw, resolution, or practice that has ever been utilized by this Cooperative to the contrary, proxy votes, write-in votes, or absentee ballots may not be utilized (1) to established a quorum for either the board of directors or the membership, (2) for consideration or for counting in any voting of the board of directors or (3) the membership in any consideration of the transfer of all or substantially all of its property;
e. any tender offer for the transfer of all or substantially all of the assets of the corporation may not be presented for approval to the membership prior to 180 days after the affirmative two-thirds approval of the board of directors;
f. as the term “board of directors” is utilized in this section dealing with the sale or transfer of all or substantially all of the assets to an entity other than one organized under the Indiana REMC Act describes those who are incumbent board of directors at the time the offer is tendered;
g. no offer for the purchase of all or substantially all the assets the corporation may be considered if it does not include an assumption of all contractual obligations of the corporation, specifically including the total power requirements contract the corporation has with Hoosier Energy Rural Electric Cooperative, Inc. and all terms and conditions contained within said wholesale power contract then in force;
h. the same shall be authorized by a resolution duly adopted at a meeting of its members duly called and held and wherein a quorum was established of fifty percent of the members in person and which resolution shall have received the affirmative vote of at least fifty percent of all its members for each and every district from which the board members are nominated and unless;
The Board of Directors of this Cooperative shall have full power and authority, without authorization by the members thereof, to authorize the execution and delivery of a mortgage, or mortgages, or a deed or deeds of trust of, or the pledging or encumbering of, any or all the property, assets, rights, privileges, licenses, franchises, and permits of the Cooperative, whether acquired or to be acquired and wherever situated, as well as the revenues therefrom, for the purpose of financing the construction or maintenance of the Cooperative’s distribution or transmission system or systems, and for general plant, all upon such terms and conditions as the Board of Directors shall determine, to secure any indebtedness of the Cooperative.
The Cooperative may, from time to time, issue its obligations in anticipation of its revenues for any corporate purpose. Said obligations may be authorized by resolution or resolutions of the board and may bear date or dates, mature at such time or times, not exceeding 40 years from their respective dates, bear interest payable in such periods at such rate or rates, be in such denominations, be in such form either coupon or registered, carry such registration privileges, be executed in such manner, be payable in such medium of payment, at such place or places, and be subject to such terms of redemption, not exceeding par and accrued interest, as such resolution or resolutions may provide. Such obligations may be sold in such manner and upon such terms as the board may determine, at not less than par and accrued interest. Any provision of law to the contrary notwithstanding, any obligations and the interest coupon appertaining thereto, if any, issued pursuant to this chapter, shall possess all the qualities of negotiable instruments.
The Cooperative 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 Cooperative on any capital furnished by its patrons.
In the furnishing of electric energy, the Cooperative’s operations shall be so conducted that all patrons will, through their patronage, furnish capital for the Cooperative. In order to induce patronage and to assure that the Cooperative will operate on a non-profit basis, patronage will be assigned annually to full year members based on the total revenue from the member minus the cost of power. For members in the large power class, individual power costs will be calculated. For all other classes, the average cost of electricity per kWh for the year will be used. The Cooperative is obligated to pay by credits to a capital account for each patron these amounts. The books and records of the Cooperative 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, which records shall be available for inspection by members during business hours. All such amounts credited to the capital account of any patron shall have the same 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 Cooperative corresponding amounts for capital.
(a) Capital credits assigned to RushShelby Energy by Hoosier energy shall be considered an investment in an associated organization by the Cooperative and will not be allocated to the membership in the form of patronage.
(b) Profits returned to RushShelby Energy from subsidiary organizations or investment returns from associated organizations will not be included in the calculations of patronage.
Notwithstanding any other provision of these bylaws, the Board of Directors, at its discretion, shall have the power at any time upon the death of any patron, if the legal representatives of the patron’s estate shall request in writing that the capital credited to any such patron be retired 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 of Directors, 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 Cooperative will not be impaired thereby. Bankruptcy, receivership, dissolution, or merger of a member shall not be interpreted as “death of any patron”.
Any patronage returned or utilized in any way before the end of a twenty-year period from the date of assignment shall be discounted. The board of directors shall establish a discount rate per annum for this purpose. All patronage returned after a twenty-year period shall be on a full dollar basis.
Patronage in the account of any member terminating their membership with an unpaid balance shall be applied, on a discounted basis, toward the unpaid balance. Such member and their account shall forfeit all rights to any patronage that would remain in the account.
In the event of dissolution or liquidation of the Cooperative, after all outstanding indebtedness of the Cooperative 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 of Directors shall determine that the financial condition of the Cooperative will not be impaired thereby, the capital then credited to patrons’ accounts may be retired in full or in part. Such retirements of capital shall be made in order of priority according to the year the capital was furnished and credited, the capital first received by the Cooperative being first retired.
Capital credited to the account of each patron shall be assignable only on the books of the Cooperative pursuant to written instructions from the assignor and only to successors in interest or successors in occupancy in all or part of such patron’s premises served by the Cooperative unless the Board of Directors, acting under policies of general application, shall determine otherwise.
Any capital credit record on file which the Cooperative retires by the general retirement process and is mailed to the member at the last known address on file:
(a) any uncollected funds after 90 days are deemed as an unclaimed patronage refund and will remain at this status for three years.
(b) patron name with available unclaimed funds will be published on the Cooperative’s website and/or monthly newsletter.
(c) on the fourth year the amount will be transferred to abandoned. After funds are transferred to abandoned, a claim can be made by the member.
A 1099 will be issued to any patronage refund over $600 at the end of each year per IRS Guidelines.
The patrons of the Cooperative, by dealing with the Cooperative, acknowledge that the terms and provisions of the Articles of Incorporation and bylaws shall constitute and be a contract between the Cooperative and each patron, and both the Cooperative and each patron are bound by such contract, as fully as though each 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 Cooperative by posting in a conspicuous place in the Cooperative’s office.
The officers of the Cooperative shall be a Chairman, Vice Chairman, Secretary, Treasurer, and such other officers as may be determined by the Board of Directors from time to time. The office of Secretary and of Treasurer may be held by the same person. The Chairman, Vice Chairman, Secretary, and Treasurer shall comprise the Executive Committee.
The officers, except as hereinafter provided, 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 the officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer so elected shall hold office until the first meeting of the Board of Directors following the next succeeding annual meeting of the members or until his successor shall have been duly elected and shall have qualified, subject to the provisions of these by-laws with respect to the removal of officers.
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 will be served thereby.
Except as otherwise provided in these by-laws, a vacancy in any office may be filled by the Board of Directors for the unexpired portion of the term vacated.
The Chairman:
(a) Shall be the principal executive officer of the Cooperative and shall preside at meetings of the members and of the Board of Directors.
(b) Shall 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 executing thereof shall be expressly delegated by the board 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;
(c) In general shall 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.
In the absence of the Chairman, or in the event of the Chairman’s inability or refusal to act, the Vice-Chairman shall perform the duties of the Chairman, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chairman and shall perform such other duties as from time to time may be assigned to the Vice-Chairman by the Board of Directors.
The Secretary shall be responsible for:
(a) Keeping the minutes of the meeting of the members and the Board of Directors in one or more books provided for that purpose;
(b) Seeing that all notices are duly given in accordance with these bylaws or required by law;
(c) Being custodian of the Cooperative records and of the seal of the Cooperative, and seeing that the seal of the Cooperative is affixed to all 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) Keeping a record of the post office address of each member which shall be furnished to the Cooperative by each member;
(e) Keeping on file at all times a complete copy of the Articles of Incorporation and bylaws of the Cooperative containing all amendments thereto, which copy shall always be open to the inspection of any member, and upon request of any member at the expense of the Cooperative forward a copy of the bylaws and of all amendments thereto to such member;
(f) In general performing all duties incident to the office of Secretary and such duties as from time to time as may be assigned to the Secretary by the Board of Directors.
The Treasurer shall be responsible for:
(a) Custody of all funds and securities of the Cooperative;
(b) The receipt of and issuance of receipts for all monies due and payable to the Cooperative and for the deposit of all such monies in the name of the Cooperative in such banks as shall be selected in accordance with the provisions of these bylaws; The general performance of all 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.
The Board of Directors may appoint a Chief Executive Officer, or a General Manager, or a President, who may be, but shall not be required to be, a member of the Cooperative. The person 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 them.
Officers specifically designated in Section 1 of this Article shall receive such compensation as the Board of Directors may fix by resolution.
A regular meeting of the Board of Directors may 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 may be held regularly, but not less often than bimonthly, at such time and place as the board may establish by resolution. Such regular meetings may be held without notice other than such resolution fixing the date, time, and place thereof.
Special meetings of the Board of Directors may be called by the Chairman or any 3 directors, and it shall be the duty of the Secretary to cause notice of such meeting to be given as hereinafter provided. The person or persons authorized to call special meetings of the Board of Directors may fix the date, time, and place for the holding of any special meeting of the Board of Directors.
Notice of the time, place, and purpose of any special meeting of the Board of Directors shall be given not less than 2 days previous thereto by written notice delivered by mail, by electronic means, or personally to each director at such director’s last known address. Such notice shall be deemed to be delivered when deposited in the United States Mail so addressed, with postage thereon prepaid.
Any director may waive in writing, any notice of a meeting required to be given by these bylaws. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting by such director, 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.
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 and provided, further, that the Secretary shall notify any absent directors of the time and place of such adjourned meeting to reconvene.
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. Robert’s Rules of Order shall govern the procedure and practice of business at each meeting.
