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Proposed Amendments Cont’d from pg 13


financial compensation from the cooperative. Payments to a Board Trustee will be made on submission of an expense report and report of related activities which shall be noted and includ- ed in Board meeting minutes. Unless otherwise required by applicable state or federal law, former trustees shall not receive any benefits or be eligible to participate in cooperative health benefits.


SECTION 4.13 TRUSTEE “CLOSE RELATIVE” DEFINED.


As used in these Bylaws, “close relative” means a person who, by blood or in-law, including step and adoptive kin, is either a spouse, child, grandchild, parent, grandparent, brother, sister, aunt, uncle, nephew, or niece of the principal up to but not including niece-in-law and nephew-in-law.


SECTION 5.01 MEMBER RIGHT OF ATTENDANCE – TRUSTEE MEETINGS.


A member has the right to attend every regular, special, or a called meeting of the Board of Trustees or committees except for Executive Sessions as allowed by this bylaw or by federal or state law.


Definitions: Meetings - A quorum of Trustees present, in person or by electronic means, and discussion or deliberation of any Choctaw Electric Cooperative business taking place. Te term “meeting” does not include the gathering of a quorum of the Board of Trustees at a social function, or the attendance by such a quorum at a regional, state, or national convention or workshop, ceremonial event, or press conference, if formal action is not taken and any discussion of Choctaw Electric business is incidental. All meetings shall be called with proper notice.


Executive Session - means a meeting to which members do not have access unless invited to participate for reason in that session. Reason for the Executive Session must be stated in the motion to convene. Executive Session may be held for the following reasons: Legal matters, Real Estate transactions, Contract negotiations, Personnel issues, Competitive matters, Cooperative and Member security. A final action, decision, or vote on a matter deliberated in an Executive Session may only be made in a member meeting, except when voting in said meeting could result in legal action or negative financial impact against Choctaw Electric Cooperative.


Exceptions to Requirement Tat Meetings Be Open:


Executive Sessions. An Executive Session may be held as allowed by law or


14 • CEC Annual Report


pursuant to these bylaws. In executive session, the Board of Trustees or its Committees may conduct a private consultation with its attorney, invited staff, consultants, or any other person whose presence the Board of Trustees deems necessary. In the event of a dispute regarding participation in any executive session of any non-Trustee attendee, a majority vote of the Board of Trustees shall determine participation eligibility of attendees. Executive sessions may be held for the following reasons:


a) Legal Matters. Te Board of Trustees may discuss legal matters or seek the advice of their attorney on legal matters. Legal consultation includes, advice about anticipated or pending litigation, settlement offers, concerns reported under the Cooperative’s Whistleblower Policy, and interpretations of the law.


b) Real Estate. Te Board of Trustees or its Committees may deliberate the purchase, exchange, lease, or value of real property if deliberation in an Open Meeting would have a detrimental effect on the Cooperative.


c) Contracts. Te Board of Trustees or its Committees may deliberate business and financial issues relating to a contract being negotiated if deliberation in an Open Meeting would have a detrimental effect on the position of the Cooperative.


d) Personnel. Te Board of Trustees or its Committees may deliberate the Cooperative’s personnel issues, or Cooperative employee, or consultant. However, this subsection does not apply if the employee who is the subject of the deliberation or hearing requests a public hearing.


e) Competitive Matters. Te Board of Trustees or its Committees may deliberate “Competitive Matters,” meaning commercial information and utility-related matters that the Board, in good faith, determines are related to the Cooperative’s competitive activity that would, if disclosed, give an advantage to individuals or entities who have sought or are likely to seek business or the dissolution, takeover or sale of Choctaw Electric Cooperative, or would adversely affect Choctaw Electric Cooperative’s ability to competitively purchase goods and services.


f) Security. Te Board of Trustees or its Committees may conduct an Executive Session to discuss security issues relating to security of the electrical system including, but not limited to, security personnel, security devices, security audits, and cyber security.


Before an Executive Session is held, the Board of Trustees or its Committees will first convene in an Open Meeting for which property notice has been given. Te presiding Trustee announces that an Executive Session will be held and identifies the reason for which an Executive Session is held. A final


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