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SECTION 3.04 QUORUM.


Business may not be transacted at any meeting of the members unless there are present in person at least is a Quorum of five (5%) percent of the Cooperative’s members, except that, if less than a quorum is present at any meeting, the presiding officer shall adjourn the meeting.Membership. A quorum of Mem- bers is five percent of current Cooperative Members (“Mem- ber Quorum”) who are present in person or who cast a vote by mail. If less than a Member Quorum is present in person, or cast a vote by mail at the Annual Members Meeting or business could not be conducted for any reason, a date will be set for the purpose of holding an Annual Meeting to conduct business within ninety (90) days of the original scheduled date. At any meeting, the presiding officer shall adjourn the meeting.


SECTION 4.02 TRUSTEE QUALIFICATIONS.


No person shall be eligible to become or remain a trustee of the Cooperative or to hold any other position of trust in the Cooperative who:


(a) is a close relative of an incumbent trustee or of an employee of the Cooperative or;


(b) is not a member of the Cooperative for at least 1 (one) year and receiving service there from at his primary residential abode or;


(c) is not a bona fide resident of the particular district which he is to represent or;


(d) is not at least twenty-one (21) years of age, does not have at least a high school diploma or GED equivalent for those individuals born in 1950 or thereaſter, or is or has been within the past sixty months, in any way employed by or financially interested in the cooperative or in a competing enterprise, or a business selling electric energy or supplies, or a business primarily engaged in selling electrical or plumbing appliances, fixtures or supplies to, among others, the members of the Cooperative, or;


(e) is the incumbent or candidate for an elective public office in connection with which a salary or compensation in excess of one hundred dollars per annum is paid or;


(f) is a convicted felon or who has pled guilty to a felony or who has pled nolo contendere to a felony charge;


(g) is not willing to become a certified trustee within the first term of office by participating in an OAEC or NRECA program designed to educate the new board member to the history and business of electric cooperatives. Tis provision to become effective for Trustees elected in 2003 and thereaſter. Upon establishment of the fact that a trustee is holding office in violation of any of the foregoing provisions, it shall immediately become incumbent upon the Board of Trustees to remove such trustee from office. Upon establishment of the fact that a nominee for trustee lacks eligibility under this


Section or as may be provided elsewhere in these Bylaws, it shall be the duty of the chairman presiding at the meeting at which such nominee would otherwise be voted upon to disqualify such nominee. Upon the establishment of the fact that any person being considered for, or already holding, a trusteeship or other position of trust in the Cooperative lacks eligibility under this Section, it shall be the duty of the Board of Trustees to withhold such position from such person, or to cause him to be removed there from, as the case may be. Nothing contained in this Section shall, or shall be construed to, affect in any manner whatsoever the validity of any action taken at any meeting of the Board of Trustees, unless such action is taken with respect to a matter which is affected by the provisions of this Section and in which one or more of the trustees have an interest adverse to that of the Cooperative.


(h) Is a former employee.


SECTION 4.09 TRUSTEE VACANCIES. Subject to the provisions of Section 4.08, with respect to filling a vacancy of the board of trustees shall be filled by an election for the vacant district by the members of that district.the appointment of a cooperative member residing in the vacant district by the remaining members of the board. Tis will be done by a special election or at the next annual meeting.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. Te newly elected trustee will serve 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 as is fixed by resolution of the Board of Trustees the members. Te per diem basis of payment is calculated at $550.00, for the first per diem each month and then $50.00 per day thereaſter for all meetings attended within the Cooperative’s service area. Per diem for meetings attended out of the Cooperative’s service area shall be calculated at $100.00 per day. Trustees may participate in cooperative health benefits at their own expense. Tey shall also receive reimbursement for travel and out of pocket expenses incurred as a result of performing nec- essary 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. Te Cooperative shall indemnify its trustees, officers, agents and employees, and may purchase insurance to cover such indemnification 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


Cont’d on pg 14 CEC Annual Report • 13


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