Wiregrass Electric Cooperative 2021 proposed bylaw changes

Wiregrass Electric Cooperative Board of Trustees members have proposed several changes to the cooperative’s bylaws in 2021. The changes can be classified into three categories:

  • Board nomination and meeting procedure changes
  • Word usage updates
  • Punctuation corrections

The Board of Trustees believe these changes further promote the spirit of inclusion and participation, principles on which the cooperative is founded. The changes to the board nomination and meeting notification timeline, if approved, allow cooperative members to receive voting materials earlier. The proposed word usage changes update the bylaws to include feminine pronoun usages. The suggested punctuation changes promote clarity when reading the bylaws.

All of the proposed changes are detailed below. They will appear on the voting ballot as a singular entry.

Board nomination and meeting procedure changes

Article III Section 2

Current:

Special meetings of the members may be held at any place within the county of Geneva, State of Alabama, specified in the notice of the special meeting.

Proposed change:

Special meetings of the members shall be held at such place as elected by the Board of Trustees and which shall be designated in the notice of the special meeting. 

Article III Section 3 introduction

Current:

Written or printed notice stating the place, day and hour of the meeting and, in case of a special meeting or an Annual Meeting at which business other than that listed in Section 7 of this article is to be transacted, the purpose or purposes for which the meeting is called shall be delivered not less than five days nor more than forty days before the date of the meeting, either personally or by mail or by electronic delivery, 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

Proposed change:

Written or printed notice stating the place, day and hour of the meeting and, in case of a special meeting or an Annual Meeting at which business other than that listed in Section 7 of this article is to be transacted, the purpose or purposes for which the meeting is called shall be delivered not less than five (5) days nor more than sixty (60) days before the date of the meeting, either personally or by mail or by electronic delivery, 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.

Article III Section 6, item 2

Current:

(2) The Board shall cause to be printed and mailed to all members, not less than fifteen (15) days nor more than forty (40) days prior to the meeting at which such ballots are to be cast, return-mail written ballots for voting in the election of Trustees, or on any proposed changes in, or additions to, the Bylaws and on any business detailed in the agenda for the Annual Meeting.

Proposed change:

(2) The Board shall cause to be printed and mailed to all members, not less than five (5) days nor more than sixty (60) days prior to the meeting at which such ballots are to be cast, return-mail written ballots for voting in the election of Trustees, or on any proposed changes in, or additions to, the Bylaws and on any business detailed in the agenda for the Annual Meeting.

Article III Section 6, item 3

Current:

(3) The deadline for the receipt by the auditor of mail ballots shall be the close of the Cooperative’s normal business hours on the second business day preceding the date of the Annual Meeting.

Proposed change:

(3) The deadline for the receipt by the auditor of mail ballots shall be the close of the Cooperative’s normal business hours on the business day preceding the date of the Annual Meeting.

Article IV Section 3

Current:

Such petition must be filed with the CEO of the Cooperative at the main office of the Cooperative at Hartford, Alabama, at least sixty (60) days prior to the Annual Meeting at which the election for such Trustees is to be held, in order for such person nominated therein to be eligible for election as such Trustee, if otherwise qualified. The qualifications of such candidates shall be considered and verified by the Board of Trustees of the Cooperative at their regular meeting held during the month prior to the Annual Meeting, and if such candidate or candidates so nominated shall not meet all the qualifications for a Trustee as prescribed by the Bylaws of the Cooperative, such person shall be ineligible to hold office as such and it shall be the duty of the Secretary to give immediate written notice to the person nominating such candidate of such disqualification, or to as many such persons as their current addresses are known.

Proposed change:

Such petition must be filed with the CEO of the Cooperative at the main office of the Cooperative at Hartford, Alabama, at least ninety (90) days prior to the Annual Meeting at which the election for such Trustees is to be held, in order for such person nominated therein to be eligible for election as such Trustee, if otherwise qualified. The qualifications of such candidates shall be considered and verified by the Board of Trustees of the Cooperative at a regular or special meeting held after the nomination petition deadline and prior to the Annual Meeting, and if such candidate or candidates so nominated shall not meet all the qualifications for a Trustee as prescribed by the Bylaws of the Cooperative, such person shall be ineligible to hold office as such and it shall be the duty of the Secretary to give immediate written notice to the person nominating such candidate of such disqualification, or to as many such persons as their current addresses are known.

Word usage changes

Article I Section 1d

Current:

  1. d) paying the membership fee hereinafter specified; provided, however, that 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 of Trustees or the members.

Proposed change:

  1. d) paying the membership fee hereinafter specified; provided, however, that no person, firm, association, corporation or body politic or subdivision thereof shall become a member unless, and until, he/she or it has been accepted for membership by the Board of Trustees or the members.

Article I Section 5

Current:

Each member shall also pay all amounts owed by him to the Cooperative as and when the same shall become due and payable.

Proposed change:

Each member shall also pay all amounts owed by him/her to the Cooperative as and when the same shall become due and payable.

Article I Section 6

Current

Termination of membership in any manner shall not release a member or his estate from any debts due the Cooperative.

Proposed change:

Termination of membership in any manner shall not release a member or his/her estate from any debts due the Cooperative.

Article IV Section 2

Current:

The Trustees shall be elected by ballot, by and from the members, subject to the provisions of these Bylaws with respect to the removal of Trustees, provided however, that if there is no opposition to a Trustee, he may be elected by acclamation.

Proposed change:

The Trustees shall be elected by ballot, by and from the members, subject to the provisions of these Bylaws with respect to the removal of Trustees, provided however, that if there is no opposition to a Trustee, he/she may be elected by acclamation.

Article IV Section 2, item 2

Current

  1. if a Trustee is not a resident of the district from which he is elected to represent; or

Proposed change:

  1. if a Trustee is not a resident of the district from which he/she is elected to represent; or

Article IV Section 5

Current:

The member elected as Trustee to fill the vacancy must reside in the same district as the Trustee to whose office he succeeds.

Proposed change:

The member elected as Trustee to fill the vacancy must reside in the same district as the Trustee to whose office he/she succeeds.

Punctuation changes

Article III Section 5

Current:

Each member shall be entitled to one vote. All questions shall be decided by a vote of the majority of the members voting thereon in person except as otherwise provided by law, the Articles of Incorporation or these Bylaws.

Proposed change:

Each member shall be entitled to one vote. All questions shall be decided by a vote of the majority of the members voting thereon in person, except as otherwise provided by law, the Articles of Incorporation, or these Bylaws.

Article IV Section 1

Current:

Not less than sixty (60) days before any meeting of the members at which Trustees are to be elected, the Board of Trustees shall review the composition of the several districts and, if the Board of Trustees is of the opinion that inequalities in representation has developed which should be corrected, the Board of Trustees may reconstitute the districts to correct such inequalities in representation.”

Proposed change:

Not less than sixty (60) days before any meeting of the members at which Trustees are to be elected, the Board of Trustees shall review the composition of the several districts and, if the Board of Trustees is of the opinion that inequalities in representation has developed which should be corrected, the Board of Trustees may reconstitute the districts to correct such inequalities in representation.

Article VI Section 4

Current

(b) Sign any deeds, mortgages, deeds of trust, notes, bonds, contracts or other instruments authorized by the Board of Trustees to be executed, except in cases in which the signing and execution thereof shall be expressly delegated by the Board of Trustees or by these By-Laws to some other officer or agent of the Cooperative, or shall be required by law to be otherwise signed or executed; and”

Proposed change:

(b) Sign any deeds, mortgages, deeds of trust, notes, bonds, contracts or other instruments authorized by the Board of Trustees to be executed, except in cases in which the signing and execution thereof shall be expressly delegated by the Board of Trustees or by these By-Laws to some other officer or agent of the Cooperative, or shall be required by law to be otherwise signed or executed; and