Ouachita Electric Cooperative Corporation (OECC) is an equal opportunity employer and is committed to providing equal employment opportunities for all qualified persons. It is the policy of OECC to make any employment-related decisions without regard to race, color, religion, creed, sexual orientation, national origin, citizenship, gender, gender identity, age, disability, marital status, veteran status, or any other legally protected status.
We work to maintain an environment free from discrimination and harassment. We will impose only job-related requirements in all employment and transfer decisions and in all personnel actions, including compensation, benefits, terminations, training, and social programs.
These bylaws may be altered or amended by the affirmative vote of not less than 2/3 of the members of the board at any regular or special meeting. A copy of the revised bylaws shall be sent to each member of the cooperative within a reasonable time after such action has been taken.
The Cooperative shall not become a member of, or purchase stock in any other organization without an affirmative vote of the board at a duly held meeting, the notice of which shall specify that action is to be taken upon such proposed membership or stock purchase, provided, however, that the Cooperative may upon the authorization of the board, purchase stock in or become a member of any corporation or organization organized on a non-profit basis for the purpose of engaging in or furthering the cause of rural electrification or any other corporation for the purpose of acquiring electric facilities
Section 2: Waiver of Notice
Any member or board member may waive in writing any notice of a meeting required to be given by these bylaws. The attendance of a member or board member at any meeting shall constitute a waiver of notice of such meeting by such member or board member, except in case a member or board member shall attend a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting has not been lawfully called or convened.
Section 3: Policies, Rules, & Regulations
The board shall have the power to make and adopt such policies, 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 Cooperative.
Section 4: Accounting System & Reports
The board shall cause to be established and maintained a complete accounting system which, among other things, and subject to applicable laws, rules, and regulations of any regulatory body, shall conform to such accounting system as may from time to time be designated by 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. The annual report shall be submitted to the members at the next annual meeting.
Section 5: Area Coverage
The board shall make diligent effort to see that electric service is extended to all unserved persons within the Cooperative service area who (a) desire such service and (b) meet all reasonable requirements established by the Cooperative as a condition of such service.
Section 6: Bylaws
The Bylaws supersede all board policies now or hereafter adopted that are in conflict herewith.
Except as otherwise provided in these bylaws, the board may authorize the General Manager or other employee designated by the board 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: Deposits
All funds except petty cash of the Cooperative shall be deposited from time to time to the credit of the Cooperative in such bank or banks as the board may approve.
Section 3: Fiscal Year
The fiscal year of the Cooperative shall begin on the 1st day of January of each year and shall end on the 31st day of December of the same year.
The Cooperative may not sell, lease or otherwise dispose of all or any substantial portion of its property unless such sale, lease or other disposition is authorized at a meeting of the members thereof by the affirmative vote of not less than 2/3 of all of the members of the Cooperative, and unless the notice of such proposed sale, lease or other disposition shall have been contained in the notice of the meeting; provided, however, that notwithstanding anything therein contained, the board of the Cooperative, 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, franchises, and permits of the Cooperative, whether acquired or to be acquired, and wherever situated as well as the revenues and income there from, all upon such terms and conditions as the board shall determine, to secure any indebtedness of the Cooperative; provided further that the board may upon the authorization of a majority of those members of the Cooperative present at a meeting of the members thereof, sell, lease, or otherwise dispose of all or a substantial portion of its property to another Cooperative or foreign corporation doing business in this state pursuant to the Act under which this Cooperative is incorporated.
Section 1: Interest or Dividends on Capital Prohibited
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.
Section 2: Patronage Capital in Connection With Furnishing Electric Energy
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 12 Cooperative. In order to induce patronage and to assure that the Cooperative will operate on a non-profit basis, the Cooperative is obligated to account to all its patrons for all amounts received and receivable from the furnishing of electric energy in excess of operative costs and expenses properly chargeable against the furnishing of electric energy. All such amounts in excess of operating costs and expenses at the moment of receipt by the Cooperative are received with the understanding that they are furnished by the patrons as capital. The Cooperative 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 Cooperative shall be set up and kept in such a manner that at the end of each calendar 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. 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.
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 and any amount so allocated shall be included as part of the capital credited to the accounts of patrons, as herein provided.
Allocations to patrons under this section shall be made annually by the board as provided by board policy, giving consideration to kWh usage, cost of service to various classes of patrons, and other relevant factors.
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 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.
Capital credited to the account of each patron shall be assignable only on the books of the Cooperative pursuant to written instruction from the assignor and only to successors in interest or successors in occupancy in all or a part of such patrons’ premises served by the Cooperative 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 the estate shall request in writing that the capital credited to 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, 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. Any patronage not yet allocated to the patron will be forfeited to the Cooperative as permanent equity.
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 the patrons are bound by such contract, as fully as though each patron had individually signed a separate instrument containing such terms and provisions.
Section 3: Patronage Refunds in Connection With Furnishing Other Services
In the event that the Cooperative should engage in the business of furnishing goods or services other than electric energy, all amounts shall be added to the Cooperative’s capital account as capital contributions as part of its 15% provision as a 501(c)12 organization.
Section 4: Unclaimed Patronage Refunds
In the event a patronage refund (a/k/a capital credit payment) is not negotiated within 5 years of the date the patronage refund is approved by the Board of Directors, then that un-negotiated patronage refund payment shall be forfeited to the Cooperative to be added to its capital account as a capital contribution. It shall be the duty of the Cooperative patron or his/her/its heirs or successors to keep the Cooperative informed as to his/her/its current address for receipt of patronage refunds. This provision shall be applied both prospectively and retroactively to un-negotiated patronage refunds.
The officers of the Cooperative shall be a Chairman, Vice Chairman, Secretary, Treasurer, and such other officers as may be determined by the board from time to time. The same person may hold the offices of Secretary and of Treasurer.
Section 2: Election & Term of Office
The officers shall be elected annually by and from the board at a meeting of the board held immediately after the 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. Each officer shall hold office until the first meeting of the board following the next succeeding annual meeting of the members or until their successor shall have been elected and shall have qualified. A vacancy in any office shall be filled by the board for the unexpired portion of the term.
Section 3: Removal of Officers by the Board
Any officer elected or appointed by the board may be removed by the board whenever, in its judgment, the best interests of the Cooperative will be served thereby. The removal of a director from the officer position does not remove that director from the board. In addition, any member of the Cooperative may bring charges against a board officer, and by filing with the Board Secretary such charges in writing together with a petition signed by 10% of the members. The officer against whom such charges have been brought shall be informed in writing of the charges at least 10 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 them shall have the same opportunity. In the event the board does not remove such officer, the question of their removal shall be considered and voted upon at the next meeting of the members.
Section 4: Chairman
The Chairman shall:
be the principal officer of the Cooperative and, unless otherwise determined by the members or the board, shall preside at all meetings of the members and the board;
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 the General Manager of the Cooperative, or shall be required by law to be otherwise signed or executed; and
In general, perform all duties incident to the office of the Chairman and such other duties as may be prescribed by the board from time to time.
Section 5: Vice Chairman
In the absence of the Chairman or in the event of his or her 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. The Vice Chairman shall also perform such other duties as from time to time may be assigned to them by the board.
Section 6: Board Secretary
The Board Secretary shall, or under their direction, be responsible for:
keeping or causing to be kept the minutes of the meetings of the members and of the board in books provided for that purpose.
seeing that all notices are duly given in accordance with these bylaws or as required by law;
the safekeeping of the corporate books and records and the Seal of the Cooperative and affixing the Seal of the Cooperative to all documents, the 11 execution of which on behalf of the Cooperative under its Seal is duly authorized in accordance with the provisions of these bylaws;
keeping or causing to be kept the register of the names and post office addresses of all members;
keeping or causing to be kept 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 at the expense of the Cooperative, furnishing a copy of the bylaws and of all amendments thereto to any member upon request; and
In general, performing all duties incident to the office of Secretary and such other duties as from time to time may be assigned to them by the board.
Section 7: Treasurer
The Treasurer shall be responsible for the general performance of all the duties incident to the office of Treasurer and such other duties as may from time to time be assigned to them by the board
Section 8: General Manager
The board will appoint a general manager who may be, but who shall not be required to be, a member of the cooperative. The general manager shall perform such duties and shall exercise such authority as the board may from time to time vest in them.
Section 9: Bonds of Board Officers
The Treasurer and any other board officer of the Cooperative charged with responsibility for the custody of any of its funds or property shall be bonded in such sum and with such surety as the board shall determine. The board, in its discretion, may also require any employee of the Cooperative to be bonded in such amount and with such surety as it shall determine
Section 10: Compensation
The powers, duties, and compensations of officers of the Cooperative shall be fixed by the board, subject to the provisions of these bylaws with respect to compensation for a board member. Wage and salary ranges for positions for other employees shall be fixed by the board.
Section 11: Reports
The board officers of the Cooperative shall submit at each annual meeting of the members reports covering the business of the Cooperative for the previous fiscal year. Such reports shall set forth the condition of the Cooperative at the close of such fiscal year.
A June regular meeting of the Board of Directors shall be held without notice, immediately following the close of, and at the same place as, the annual meeting of the Cooperative membership. Other regular meetings of the Board of Directors shall be held monthly at such time and place within 1 of the counties served by the Cooperative as designated by the board. The meetings of the board usually occur at 6 p.m. on the 4th Thursday of the month, except the November and December meetings may be moved to accommodate the holidays. Such regular monthly meetings may be held without notice other than such resolution fixing the time and place thereof in person or by electronic means.
Section 2: Special Meetings
Special meetings of the board may be called by the Chairman of the Board or by any 3 board members, and it shall thereupon be the duty of the Board Secretary to cause notice of such meeting to be given as hereinafter provided. The Chairman of the Board or board members calling the meeting shall fix the time and place, which shall be within the area of service boundary lines of the Cooperative, for the holding of the meeting in person or by electronic means.
Section 3: Notice of Board Meetings
Written notice of the time, place, and purpose of any special meeting of the board shall be delivered to each board member either personally or by mail, or electronic means, by or at the direction of the Board Secretary, or upon a default in duty by the Board Secretary, by the Chairman of the Board, or the board members calling the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the board members at their address as it appears on the records of the Cooperative, with postage thereon prepaid, at least 5 days before the date set for the meeting.
Section 4: Quorum
A majority of the board shall constitute a quorum. Without a quorum, no business may take place.
Section 5: Electronic Attendance
A board member may attend by electronic means; however, in-person attendance is always preferred.
The business and affairs of the Cooperative shall be managed by its Board of Directors, which shall exercise all of the powers of the Cooperative except such as are by law, the articles of incorporation, or these bylaws conferred upon or reserved to the members. Action by the Board of Directors shall be by a vote of a majority of the board members, with the exception of items requiring a 2/3 vote.
Section 2: Election & Tenure of Office
The Board of Directors shall consist of 9 members, each of whom shall serve for a term of 3 years. Election of directors shall be held by mail-in paper ballots as set forth in Article III, Section 5. At each election, 3 directors shall be elected to serve a term of 3 years beginning at the time following the announcement of election results at the annual meeting and continuing until his/her successor shall have been elected and shall have qualified. Elections shall be held annually for the positions expiring in that year. The board shall divide the Cooperative area into districts to which director positions shall be assigned in order that all areas shall be represented on the board at all times.
Section 3: Qualifications
To be eligible to become a candidate for or to remain a member of the Board of Directors of the Cooperative, the person shall:
be a member of the Cooperative and be a primary resident of the district represented by the board position for which the candidate is running;
not be employed by or hold a financial interest in a competing enterprise or business selling electric energy or supplies to the Cooperative, or a business that creates a conflict of interest;
not be a current employee nor married to an employee of the Cooperative;
not a former employee nor married to a former employee of the Cooperative whose employment terminated within 1 year of the election day;
not to be a convicted felon; and
not have a close relative who is a director or employee.
For this purpose, the term “close relative” shall be defined as a spouse, or an unmarried partner with whom 1 co-habits or dates, father, mother, grandfather, grandmother, child, grandchild, brother, sister, aunt, uncle, nephew, niece, and first cousin, whether in blood or by law, including step--, foster--, half--, adoptive, and in-law kin. All relatives of unmarried partners with whom a director or employee cohabits or dates shall be subject to the same restrictions as the relatives of a legal spouse. For this purpose, “cohabits” is defined herein to mean either living together in the same residence on a full-time or part-time basis or having sexual relations with each other.
This provision shall not disqualify a candidate or cause the removal of a member of the Board of Directors if the employment of a “close relative” is that of an employee or director who will or has graduated from high school and is going to college full-time. Such a “close relative” may be employed when work is available for 2 summers as a full-time college student.
When a membership is held jointly by a husband and wife, either 1, but not both, may be elected a director, provided, however, that neither shall be eligible to become or remain a director or to hold a position of trust in the Cooperative unless both meet the qualifications hereinabove set forth.
Upon establishment of the fact that a director is holding office in violation of any of the foregoing provisions, the board shall remove such director 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
Nominees for the Board shall be nominated by a petition signed by 15 or more members of the Cooperative and filed with the General Manager of the Cooperative not less than 60 days prior to the date of the annual meeting. The General Manager is charged with determining that.
The signatures on the Petition are those of Cooperative members.
The candidate is a Cooperative member and
The candidate resides in and is a primary resident of the district represented by the Board position for which the nominee is running. The General Manager shall present to the Board a copy of the map showing the nominee’s residence at the first Board meeting after the final date for filing Petitions. No nominee who does not reside in the district for which the nominee is running shall have his or her name placed on the ballot, as such nominee would not be qualified to serve if elected.
Section 5: Removal of Directors by Members
A director may be removed by an affirmative vote of the majority of the remaining members of the Board of Directors for;
a violation of Section 3 – Qualifications or
“For Cause” at a special meeting of members called expressly for that purpose
“For Cause” for removal shall mean that the director is alleged to have committed an act or omission adversely affecting the business and affairs of the Cooperative and amounting to gross negligence, fraud, or criminal conduct.
No director shall be removed “For Cause” except upon certification that the following procedures have been followed:
A written petition must be presented to the Board, which shall;
Describe in detail each of the charges and the basis thereof. If more than 1 director is sought to be removed, individual charges for removal shall be specified.
Be signed by a minimum of 10% of the members of the Cooperative within 60 days of the date of the petition.
If the Board determines that the petition complies with paragraph (b)(i) above, and only if the Board Secretary 8 certifies the authenticity of the petition, then the Board Chairman shall call for a special meeting to hear and decide on the petition. If the charges are against the Board Chairman, then the Vice Chairman shall call for the special meeting.
At such a meeting, evidence must be presented in support of the charges. The charged director shall be entitled to be represented by counsel and shall have the opportunity to refute such charges and present evidence in his or her defense before a vote of the Board of Directors is taken. The charged Director shall not have a vote
If the Director is not removed “For Cause” by a vote of the Board of Directors, then that Director shall retain their position.
If the Director is convicted, that board position shall become vacant immediately. A vacancy caused by the removal of a director pursuant to this Section 5 shall be filled pursuant to Section 7 of this Article IV.
Nothing contained herein, however, shall affect in any manner whatsoever the validity of any action taken at any meeting of the Board of Directors.
Section 6: Removal Because of Nonattendance
The office of a Director shall become vacant if the Director fails to attend either in person or electronically 3 regular meetings of the Board of Directors during any 12 consecutive regular meetings, unless the remaining Directors unanimously resolve:
that there was good cause for such absences; and,
that such cause shall not likely result in such absences during the ensuing 12 consecutive regular Board of Directors meetings
Section 7: Vacancies
Any vacancies occurring on the Board, except pursuant to Section 5 hereof, shall be filled by the affirmative vote of a majority of the remaining directors by a person who meets the requirements of Section 3 of Article IV, and who shall serve until the next annual meeting, when their successor shall have been elected by mail vote as provided in Article III, Section 5, to fill the unexpired portion of the term.
Section 8: Compensation
Board members shall not receive any salary for their services as such, except that the board may, by resolution, authorize a fixed sum for each day or portion thereof spent on Cooperative business, such as attendance at meetings, conferences, and training programs, or performing committee assignments when authorized by the board. Board members shall be paid ½ of the base pay rate of the per-day compensation of an AECC/AECI board member. If authorized by the board, board members may also be reimbursed for expenses actually and necessarily incurred in carrying out such Cooperative business or granted a reasonable per diem allowance by the board in lieu of detailed accounting for some of these expenses. No board member shall receive compensation for medical insurance or for serving the Cooperative in any other capacity, nor shall any close relative of a board member receive compensation for serving the Cooperative unless the payment and the amount of compensation shall be 9 specifically authorized by a vote of the members or the service by the board member or their close relative shall have been certified by the board as an emergency measure.
