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Page 3 RESOLUTION


The ElectraLite


September 2016


To Amend Article IV Section 2 Canadian Valley Electric Cooperative Bylaws


WHEREAS, the Public Utility Division of the Oklahoma Corporation has completed its investigation concerning member allega- tions which report is dated February 24, 2016; and


WHEREAS, in the Final Report of the Public Utility Division of the Oklahoma Corporation, the Public Utility Division of the Oklahoma Corporation requested Canadian Valley Elective Cooperative, Inc. to develop an action plan to be submitted to the Oklahoma Corporation Commission outlining steps that will be taken to ensure board members do not violate policies and work in a manner con- ducive to the overall good of the members of Canadian Valley Elective Cooperative, Inc.; and


WHEREAS, the board of trustees has reviewed its bylaws and determined that two additional qualifications need to be added to Article IV Section 2 regarding the qualifications of a trustee; and


WHEREAS, it is in the best interest of Canadian Valley Electric Cooperative, Inc. and its members to amend Article IV Section 2 of the Bylaws of Canadian Valley Electric Cooperative, Inc. to include as a qualification that after election each trustee execute the Oath of Office and that a trustee may be removed from the board for a breach of fiduciary duty.


BE IT THEREFORE RESOLVED, that it is in the best interest of Canadian Valley Electric Cooperative to amend Article IV Sec- tion 2 of the Bylaws of Canadian Valley Electric Cooperative, Inc. to read as follows:


ARTICLE IV Section 2. Qualifications


The persons named as trustees in the Articles of Incorporation or their successors, duly appointed or elected, shall com- pose the board of trustees until their successors are elected in the district meetings as hereinafter provided. Trustees elected shall serve until their successors are elected and qualified.


No person shall be eligible to file as a candidate for, become or remain a trustee or to hold any position of trust in the Cooperative who:


(a) is not an active member of the Cooperative currently receiving electrical service to his primary residence or busi- ness, and a bona fide resident of the particular district which he is to represent; or (b) is in any way employed by or financially interested in a competing enterprise or business selling electric energy or supplies to the Cooperative. These proscriptions shall not apply if and where the degree of the prohibited activity is so inconsiderable and incidental as to pose no reasonable prospect of conflict of interest; or (c) is the incumbent of or candidate for an elective public office in connection with which a salary or compensation in excess of one thousand dollars per annum is paid; or


(d) is an employee of the Cooperative or has been an employee of the Cooperative within the last five (5) years prior to the date of filing, or is related to any employee or trustee of the Cooperative by blood or marriage within the third degree; or


(e) has entered a plea of guilty or nolo contender to or has been convicted of a felony; or (f) does not have the capacity to enter legally binding contracts; or (g) has been a member of the Cooperative less than six months; or (h) fails, neglects or refuses to sign the Oath of Office upon election or re-election as required by Article IV Sec-


tion 9; or


(i) breaches his or her fiduciary duty as trustee during a previous or present term of office from and after the 17th day of September, 2016. Fiduciary duty arises from the fiduciary relationship between the Trustee and the Cooperative and includes, but is not limited to, the duty of care, duty of loyalty, and duty of obedience. It is the fidu- ciary duty of the Trustee to act with care for, loyalty to and obedience of the bylaws and policies of the Cooperative and decisions of the Board of Trustees.


Upon the establishment of the fact that a Trustee is holding office in violation of any of the foregoing provisions, it shall imme- diately become incumbent upon the Board of Trustees to remove such Trustee from office.


A Trustee of the Cooperative who fails to attend at a minimum, nine of every twelve consecutive regularly scheduled Board Continued on page 4.


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