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Section 4.11 Accounting System and Reports The Board of Trustees shall cause to be established and maintained a complete accounting system of the Cooperative’s financial operations and condition, and shall, after the close of each fiscal year, cause to be made a full, complete and independent audit of the Cooperative’s accounts, books and records reflecting financial operations during financial condition as of the end of, such year of said fiscal year. A full and accurate Accounts of such audit reports shall be available to any member requesting to see them and a summary shall be published to the members at or prior to the succeeding annual meeting. The Board may authorize special audits, complete or partial, at any time and for any specified period of time.

Summary: Proposed changes to Article V would allow members to attend co-op board meetings, however, the board may enter into private executive session to discuss legal matters; real estate transactions; contract negotiations; personnel issues; competitive issues; and co-op and member security. Final action on matters discussed in executive session must be made in the regular meeting, except when voting could result in legal action or other negative financial impact on CEC.


Section 5.01 Regular Meetings A regular meeting of the Board of Trustees shall be held, without notice, immediately after the adjournment of the annual meeting of the members, or as soon there- after as conveniently may be, at such site as designated by the Board in advance of the annual member meeting. A regular meeting of the Board of Trustees shall also be held monthly at such date, time and place within one of the counties served by the Cooperative within the State of Oklahoma as the Board shall provide by resolution. Such regular monthly meeting may be held without notice other than such resolution fixing the date, time and place thereof, except when business to be trans- acted thereat shall require special notice; PROVIDED, that any trustee absent from any meeting of the Board at which such a resolution initially determines or makes any change in the date, time or place of a regular meet- ing shall be entitled to receive written notice of such de- termination or change at least five (5) days prior to the next meeting of the Board; AND PROVIDED FURTHER that, by policy established by the Board, the President may change the date, time or place of a regular monthly meeting for good cause and upon at least five (5) days notice thereof to all trustees.

Section 5.02 Special Meetings Special meetings of the Board of Trustees may be called by Board resolution, by the President or by any four (4) trustees, and it shall thereupon be the duty of the Sec- retary to cause notice of such meeting to be given as

hereinafter provided in Section 5.03. The Board, the President or the trustees calling the meeting shall fix the date, time and place for the meeting, which shall be held in one of the counties served by the Cooperative in the State of Oklahoma unless all trustees consent to its be- ing held in some other place in that state or elsewhere.

Section 5.03 Notice of Trustees Meetings Written notice of the date, time, place and purpose or purposes of any special meeting of the Board, and, when the business to be transacted thereat shall require such, of any regular meeting of the Board shall be delivered to each trustee not less than five (5) days prior thereto, either personally or by mail, by or at the direction of the Secretary or, upon a default in duty by the Secretary, by him or those calling it in the case of a special meet- ing or by any other trustee or officer in the case of any meeting whose date, time and place have already been fixed by Board resolution. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the trustee at his address as it appears on the records of the Cooperative, with first class postage thereon prepaid, and postmarked at least five (5) days prior to the meeting date. The attendance of a trustee at any meeting of the Board shall constitute a waiver of notice of such meeting unless such attendance shall be for the express purpose of objecting to the trans- action of any business, or of one or more items of busi- ness, on the ground that the meeting shall not have been lawfully called or convened.

Section 5.04 Quorum The presence in person of a majority of the trustees in office shall be required for the transaction of business, and except where these Bylaws provide otherwise with respect to specific matters, the affirmative votes of at least a majority of the trustees present shall be required for any action to be taken: provided, that a trustee who by law or these bylaws is disqualified from voting on a particular matter shall not, with respect to consideration of and act upon that matter, be counted in determining the number of trustees in office or present: and provided further, that, if less than a quorum be present at a meet- ing a majority of the trustees present may adjourn or re- cess the meeting from time to time, but shall cause the absent trustee to be duly and timely notified of the date,

Summary: Proposed changes to Article VI prevents the title of general manager/ CEO to be used interchangeably with executive vice president; and eliminates a redundant bylaw provision.

time and place of such recessed meeting.

ARTICLE VI: OFFICERS; MISCELLANEOUS Section 6.03 Removal Any officer, agent or employee elected or appointed by the Board of Trustees may be removed by the Board whenever in its judgment the best interests of the Cooperative will thereby be served. However, such removal shall not be effectuated inconsistently with any written contract between the Cooperative and such officer, agent or employee. unless he so consents.

Section 6.10 Chief Executive Officer/General Manager The Board of Trustees may appoint a Chief Executive Of- ficer/General Manager, who may be, but who shall not be required to be, a member of the Cooperative. and who also may be designated Executive Vice President. Such officer shall perform such duties as the Board of Trustees may from time to time require and shall have such authority as the Board of Trustees may from time to time vest in him.

Section 6.12 Compensation The compensation, if any, of any officer, or agent who is also a trustee or close relative of a trustee shall be determined as provided in Section 4.10 of these Bylaws, and the powers, duties and compensation of any other officers, agents and employees shall be fixed, or a plan therefore approved, by the Board of Trustees.

Summary: Proposed changes to Article XV include the creation of a new section on bylaw amendments. The new provision requires the annual meeting notice to include a copy of proposed amendment(s), yet allows trustees or members to repeal or correct any bylaw or amendment that is illegal or has become a legal nullity. Deadlines for submitting bylaw changes are more clearly defined, and procedures concerning proposed amendments are clarified to bring CEC bylaws into compliance with state and federal laws.


Section 15:01 General Provisions The Cooperative’s Bylaws may be added to, altered, or repealed by an amendment which appears on the ballot at an annual or special Cooperative membership meeting and which is affirmed by a majority of the secret, written votes cast. by a quorum of the membership while registering for that meeting. The notice for the meeting must have contained contain a copy have contained an accurate summary explanation of the proposed amendment; PROVIDED, either the Board of Trustees or the members may repeal or correct any By-Law if, as established by law, such By-Law is illegal or has become a legal nullity.

Prior to consideration by the membership, a proposed amendment must complete and satisfy specific requirements and processing prescribed herein. An individual Cooperative (Co-op) member must initiate a proposed amendment, and the Cooperative’s manager shall function as the handling agent for the proposed amendment following the initiation and give a report of such activity to the Board of Trustees monthly. An adopted amendment which adds, to, alters, dupli- cates, or conflicts with an existing bylaw or any part of an existing bylaw can only be incorporated into the

Cont’d on pg. 10 inside•your•co-op | 9

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