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How Will You Vote on CEC’s Proposed Bylaw Changes? Prepare to cast your ballot at the CEC Annual Meeting by reviewing proposed changes, below.

Summary: Proposed changes to Article III would make it possible for CEC to hold simultaneous annual meetings anywhere in CEC service territory. It also gives members the option to vote by mail-in ballot.

ARTICLE III: MEETINGS OF MEMBERS Section 3.01 Annual Meeting For the purposes of electing trustees, hearing and passing upon reports covering the previous fiscal year, and transacting such business as may properly come before the meeting, the annual meeting of the members shall be scheduled by the Board of Trustees to be held at such place within one of the counties the service territory in which the Cooperative serves in the State of Oklahoma, and beginning at such date and at such hour, as the Board of Trustees shall from year to year fix. It shall be the responsibility of the Board of Trustees to make adequate plans and preparation for, and to encourage member attendance at, the annual meeting. Failure to hold the annual meeting at the designated time and place shall not work a forfeiture or dissolution of the Cooperative.

Section 3.05 Voting Each member who is not in a status of termination, as provided for in Section 2.01, shall be entitled to only one vote upon each matter submitted to a vote at any meeting of the members. At the annual meeting a member shall vote by ballot. Members may vote their ballot in person at an annual meeting or, prior to the annual meeting, may deliver their ballot by mail. All ballots not cast in person at an annual meeting must be filed for certification with the cooperative’s secretary or election service provider no later than the last business day before an annual meeting to be valid at said meeting. Voting by members other than members who are natural persons shall be allowed upon the presentation to the Cooperative, prior to, or upon registration at, each member meeting, or satisfactory evidence entitling the person presenting the same to vote. Not less than twenty-five ( 25) days nor more than thirty (30) days prior to an annual meeting at which a director election (as defined herein) is to be held, the secretary shall deliver by mail a ballot to each member that is eligible to vote that includes, (1) director districts scheduled for election by members; (2) names of all director candidates and corresponding director districts; and (3) any other matters to be voted on by the members at the annual meeting. At all meetings of the members, all questions shall be decided by a majority of the members voting thereon, except as otherwise provided by law or by the Cooperative’s Articles of Incorporation or these Bylaws. Members may not cumulate their votes or vote by proxy.

Summary: Proposed changes to Article IV would prevent former co-op employees from serving on the board of trustees; clarify rotation of trustee elections; limit trustees to serving no more than four terms; require voting district composition to be reviewed once every five years to maintain equality; require incumbent trustees to petition members to run for office; allow trustees to declare a seat vacant if a trustee fails to attend at least 75 percent of board meeting each year; and require appointed trustees to stand for election at the annual meeting following their appointment; prevent trustees from receiving insurance benefits, but would allow them the option to participate in CEC’s health benefits at their own expense; prevent close relatives of trustees or former trustees from receiving contracts or any other financial compensation; allow board members compensation for expenses incurred from performing their duties as trustees; and allow members access to co-op audit reports.

ARTICLE IV: TRUSTEES Section 4.04 Tenure Trustees shall be so nominated and elected that one trustee from each of the Trustee Districts shall be elect- ed in the rotation of Districts as specified in 4.05. Nos. G, B and C shall be elected for three-year terms at an annual member meeting; a trustee from each of Trustee Districts Nos. F, E and D shall be elected for three-year terms at the next succeeding annual meeting, and so forth. Upon their election, trustees shall, subject to the provisions of these Bylaws with respect to the removal of trustees, serve until the annual meeting of the members of the year in which their terms expire or until their successors shall have been elected and shall have qualified. If for any reason an election of trustees shall not be held at an annual meeting of the members duly fixed and called pursuant to these Bylaws, such election may be held at a subsequently held special or at the next annual meeting of the members. Failure of an election for a given year shall allow the incumbents whose trusteeships have been voted on to hold over for another three-year term. No member shall serve as a trustee for more than four (4) terms.

Section 4.07 Voting for Trustees; Validity of Board Action In the election of trustees, each member shall be entitled to cast one vote. Members may vote for only the nominee residing in the same voting district as the member voting. Ballots marked in violation of the foregoing restriction shall be invalid and shall not be counted. Notwithstanding the provisions contained in this Section, Failure to comply with any of such provisions shall not affect in any manner whatsoever the validity of any action taken by the Board of Trustees after the election to the filling of vacancies caused by the removal of trustees by the members, a vacancy occurring in the Board of Trustees shall be filled by the affirmative vote of a majority of the remaining trustees. A trustee thus elected shall serve out the unexpired term of the trustee whose office was originally vacated and until his successor is elected and qualified: PROVID- ED, that such a trustee shall be from or with respect to the same Trustee District as was the trustee whose office was vacated a vacancy of the board of trustees shall be filled by the appointment of a cooperative member residing in the vacant district by the remaining members of the board. Once appointed the trustee shall serve until the next annual meeting in which an election will be conducted to fill the remainder of the unexpired term.

Section 4.10 Compensation; Expenses; Indemnification For their attendance at meetings of the Board of Trustees, trustees shall, on a per diem basis, receive such fee which may include insurance benefits, as is fixed by resolution of the Board of Trustees. Trustees may participate in cooperative health benefits at their own expense. They shall also receive reimbursement for travel and out of pocket expenses incurred as a result of performing necessary duties relative to their positions as trustee. No trustee or relative of a trustee shall receive compensation for serving the cooperative in any other capacity. but shall not receive cash in lieu of insurance benefits. For the performance of their duties, trustees shall also receive advancement of reimburse- ment of any travel and out-of-pocket expenses actually, necessarily and reasonably incurred, in accordance with the Cooperative’s established policies covering such. No trustee shall receive compensation for serving the Cooperative in any other capacity, nor shall any close relative of a trustee receive compensation for serving the Cooperative, unless the payment and amount of such compensation shall be specifically authorized by a vote of the members or such payment and amount shall be specifically authorized by the unanimous vote of the remaining trustees. The Cooperative shall indemnify its trustees, officers, agents and employees, and may purchase insurance to cover such indemni- fication against all liability arising out of their acts in their official capacities if they shall have acted in good faith and deemed such acts to be in the best interests of the Cooperative or not against its best interests. A close relative of, or a former board member, shall not be allowed to be awarded contracts or receive any financial compensation from the cooperative.

8 | august 2015

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