INTERBEL TELEPHONE COOPERATIVE, INC.
Section 1. Requirements of Membership:
Any person, firm, association, corporation, or political body may become a member of InterBel Telephone Cooperative, Inc. (hereinafter called the “Cooperative”) upon receipt of telecommunications and information services (hereinafter referred to simply as “services”) from the Cooperative. Membership is automatic and instantaneous upon receipt of services, however as a condition of membership each member shall:
- Make a written application for membership for the Cooperative’s records.
- Agree to purchase services from the Cooperative in accordance with established tariffs, as well as pay other charges for services that the member uses and the Cooperative is obligated by law or contract to collect.
- Agree to provide to the Cooperative an easement, free of charge, for the extension of services to the member and adjoining land owners, as provided in Section 4 of this Article 1.
- Agree to comply with, and be bound by, the Articles of Incorporation and By-laws of the Cooperative and any rules and regulations adopted by the Board; and
- Pay a membership fee as set by the Board of Trustees.
The status of all memberships shall be reflected upon the books of the Cooperative. Membership certificates may be but shall not be required to be issued.
Section 2. Definition and Classifications:
- Membership in the Cooperative is effected by:
- Procuring the Cooperative’s central office dial tone; or,
- Providing a continuing periodic telecommunications revenue stream for the Cooperative.
The Board of Trustees shall determine under rules of general application the types and amounts of patronage that give rise to the privileges and obligations of membership.
b. The Cooperative may have one or more classes of members to accommodate various types of services. If the Cooperative has more than one class of membership, the definitions, the types, the qualifications and rights of each class shall be determined by the Board of Trustees and set forth in these By-laws.
c. Exchange and interchange carriers who participate with the Cooperative in the provision of telecommunications services to members are neither members nor patrons by virtue of division of revenue contracts.
d. No member may hold more than one membership or each class in the Cooperative. No membership in the Cooperative shall be transferrable, except on the books of the Cooperative and as provided for in these By-laws.
Section 3. Joint Membership:
Two or more persons may be issued a joint membership, or an existing membership may be converted to a joint membership upon the written request of the member and agreement by the other person or persons to comply with the Article of Incorporation, By-laws and rules adopted by the Board of Trustees, subject to the following conditions:
- The presence at a meeting of one or more shall be regarded as the presence of one member and shall constitute a joint waiver of notice of the meeting.
- The vote of either separately shall constitute one joint vote;
- A waiver of notice signed by one or more shall constitute a joint waiver;
- Notice to any one shall constitute notice to all joint members;
- Expulsion of any one shall terminate the joint membership;
- Withdraw of any one shall terminate the joint membership;
- Any one joint member, but no more than one, may be elected or appointed as an officer or board member if individually qualified;
- Upon the death of any one who is a party to the joint membership, the capital credits of the deceased joint member shall be allocated to the surviving joint members, and upon the survival of just one joint member such membership shall be converted to an individual membership. However, the estate of the deceased shall not be released from any debts due the Cooperative.
Section 4. Cooperation of Members in the Extension of Service:
The cooperation of members of the Cooperative is imperative to the successful, efficient and economical operation of the Cooperative. Members who are receiving or who are requesting service shall be deemed to have consented to the reasonable use of their real property to construct, operate, maintain, replace or enlarge telephone and/or communications lines, overhead or underground, including all conduit, cables, wires, surface testing terminals, markers and other appurtenances under, through, across, and upon any real property or interest therein owned or leased or controlled by said member for the furnishing of services to said member, or any other member, at no cost to the Cooperative, provided that such use shall not materially interfere with the normal use of the real property by the owner. When requested by the Cooperative, the member shall execute any easement or right-of-way contract on a form to be furnished by the Cooperative.
Section 5. Purchase of Services:
Each member shall, as soon as telephone service is available, take service from the Cooperative. The member shall pay therefore monthly at rates which shall be fixed by the Board, or, for the services rendered by other carriers, at the rates which the Cooperative is obliged to bill and collect by such carriers. It is expressly understood that amounts received by the Cooperative for all services in excess of cost are furnished by members from the moment of receipt as capital, and each member shall be credited with the capital so furnished as provided in these By-laws. However, the Cooperative is not obligated to furnish such credits for services which are not billed and collected by the Cooperative even when such services are partially rendered over the facilities of the Cooperative. Each member shall pay the amounts owed to the Cooperative as and when the same shall become due and payable.
Section 6. Termination of Membership:
Any member may terminate membership upon compliance with such uniform terms as the Board of Trustees may prescribe. The Board of Trustees of the Cooperative may, by the affirmative vote of not less than two-thirds of all the Trustees, expel any member who shall have refused or failed to comply with any of the provisions of the Articles of Incorporation, By-laws or rules adopted by the Board of Trustees, but only if such member shall have been given written notice by the Secretary of the Cooperative that such refusal or failure makes him/her liable to expulsion and such refusal or failure shall have continued for at least ten days after such notice was given.
Termination of membership shall not release a member or his/her estate from any debts due the Cooperative. Upon termination of membership and when all obligations of the member to the Cooperative have been paid and performed, the membership fee shall be refunded.
MEETINGS OF MEMBERS
Section 1. Annual Meeting:
The annual meeting of the members shall be held on any one day in April of each year, at such date, time and place in the territory served by the Cooperative as shall be designated in the notice of the meeting, for the purpose of electing Trustees, passing upon reports of the previous fiscal year and transacting such other business as may come before the meeting.
Section 2. Notice of Special Meetings:
Special meetings of the members may be called by the Board of Trustees, by the President or by ten per centum or more of all members, and it shall thereupon be the duty of the Secretary to cause notice of such meetings to be given as hereinafter provided.
Special meetings of the members may be held any place within the county served by the Cooperative, as specified in such notice.
Section 3. Notice of Members’ Meetings:
Written notice stating the place, day and hour of the meeting, and, in case of a special meeting, or an annual meeting in which business other than listed in Section 6 of this article is to be transacted, the purpose or purposes for which the meeting is called, shall be delivered no less than ten days nor more than twenty-five days before the date of the meeting, either personally or by mail, by or at the direction of the Secretary, or upon a default in duty by the Secretary, by the persons calling the meeting, to each member. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the member at his/her address as it appears on the records of the Cooperative, with postage thereon prepaid. The failure of any member to receive notice of an annual or special meeting of the members shall not invalidate any action which may be taken by the members at any such meeting.
Section 4. Quorum:
Five per centum of all members, present in person, shall constitute a quorum. If less than a quorum is present at any meeting, a majority of those present in person may adjourn the meeting from time to time without further notice.
Section 5. Voting:
Each member shall be entitled to only one vote per membership. No member shall be permitted to cast more than one vote on any question. A person who votes the membership of any partnership, corporation, association, or political body shall provide proof that he/she has authority to vote such membership. No voting by mail or by proxy shall be permitted.
Section 6. Order of Business:
The order of business at the annual meeting of the members and, so far as possible, at all other meetings of the members, shall be essentially as follows;
- Report as to the number of members present.
- Reading of the notice of the meeting and proof of delivery thereof.
- Reading of unapproved minutes of previous meetings of the members.
- Presentation of reports of officers.
- Election of Trustees.
- Unfinished business.
- New business.
Section 1. General Powers:
The business of the Cooperative shall be managed by a Board of seven Trustees which shall exercise all the powers of the Cooperative except such as are reserved to the members.
Section 2. Term of Office:
At the annual meeting in 1999 two Trustees shall be elected to hold office for two years and two Trustees shall be elected to hold office for three years. Thereafter, at each annual meeting of the members, there shall be elected the number of Trustees equivalent to the number of Trustees whose terms expire at the time of such meeting, and each of such Trustees elected thereafter shall hold office for three years and until their successors shall have been elected and shall have qualified. At any election the candidate receiving the highest number of votes shall be elected. In case of a tie vote such tie shall be determined by lot.
At the regular meeting of the Board of Trustees in February of each year, said Board may divide the project into districts with boundaries, determined along natural geographical lines and the service lines of this project and specify the number of Trustees that shall be elected from each district at the next annual meeting. The number of Trustees to be elected from each district shall be determined by the Board upon the basis of the Cooperative membership in said district and shall be so determined that the number of members per Trustee to be elected in each district shall be as nearly equal as possible. There shall be nominated from each district at least as many candidates as there are Trustees to be elected from such district. Each nomination for the office of Trustee in any district shall be made by a member from such district and voted upon by the entire membership present.
No person shall be a Trustee or hold any position of trust in the Cooperative who:
- Is not a member of the Cooperative;
- Is in any way employed by or financially interested in competing enterprise.
Upon establishment of the fact that a Trustee is holding office in violation of any of the foregoing provisions, the Board of Trustees shall immediately remove such Trustee from office.
Section 3. Removal of Trustee by Members:
Any member may bring charges against a Trustee by filing such charges, in writing, with the Secretary, together with a petition signed by at least ten per centum of the members and request the removal of such Trustee. The question of such removal shall be voted upon at the next meeting of the members.
Section 4. Vacancies:
A vacancy occurring on the Board of Trustees shall be filled by the vote of a majority of the remaining Trustees for the unexpired portion of the term of such vacancy.
Section 4a. Attendance at Meetings:
If a Trustee fails to attend three consecutive, regular meetings of the Board, he/she shall automatically cease to be a Trustee of the Cooperative, and the vacancy created by his/her removal shall immediately be filled by appointment by the remaining Trustees.
Section 5. Compensation:
Trustees as such shall not receive any salary for their services, but by resolution of the Board of Trustees, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each meeting of the Board of Trustees, any committee thereof, any meeting of the members, or for representing the Cooperative at any meeting or on any business when such attendance has been approved by the Board. No Trustee shall receive compensation for serving the Cooperative in any other capacity nor shall any relative of a Trustee, closer than the 4th degree, receive compensation for serving the Cooperative.
MEETINGS OF THE TRUSTEES
Section 1. Regular Meetings:
A reorganization meeting of the Board of Trustees shall be held without notice, immediately after, and at the same place as, the annual meeting of the members. A regular meeting of the Board of Trustees shall be held monthly at such time and place in the territory served by the Cooperative, as the Board of Trustees shall provide by resolution. Such regular monthly meetings may be held without notice. All meetings of the Board of Trustees shall be conducted in conformance with the open meeting law of the State of Montana.
Section 2. Special Meetings:
Special meetings of the Board of Trustees may be called by the President or by any three Trustees, and it shall thereupon be the duty of the Secretary to cause notice of such meeting to be given as hereinafter provided.
Section 3. Teleconferencing
The Board of Trustees may participate in a board meeting by electronic means, provided all Trustees participating in the meeting received proper notice of the meeting and all Trustees participating in the meeting can hear one another at the same time and provided also that facilities are available at the office of the Cooperative for members to participate in the meeting. A Trustee participating in a conference telephone meeting is deemed present in person at the meeting.
Section 4. Notice of Trustees’ Meetings:
Written notice of the time, place and purpose of any special meeting of the Board of Trustees shall be delivered not less than five days thereto, either personally or by mail, by or at the direction of the Secretary, or upon a default in duty by the Secretary, by the President or the Trustees calling the meeting, to each Trustee.
Section 5. Quorum:
A majority of the Board of Trustees shall constitute a quorum, provided, that if less than such majority of the Trustees is present at said meeting, a majority of the Trustees present may adjourn the meeting from time to time.
Section 6. Open Meetings:
All meetings of the Board of Trustees shall be conducted in conformance with the open meeting law of the State of Montana.
Section 1. Number:
The officers of the Cooperative shall be a President, Vice President, Secretary and Treasurer. The offices of Secretary and Treasurer may be held by the same person. No person shall hold any one of these offices for more than four consecutive years.
Section 2. Election and Term of Office:
The officers shall be elected by ballot, annually by and from the Board of Trustees at the reorganization meeting of the Board held directly after the annual meeting of the members. Each officer shall hold office until the next reorganization meeting of the Board of Trustees or until his/her successor shall have been elected and shall have qualified. A vacancy in any office shall be filled by the Board of Trustees for the unexpired portion of the term.
Section 3. Removal of Officers and Agents by Trustees:
Any officer or agent elected or appointed by the Board of Trustees may be removed by the Board of Trustees whenever in its judgment the best interest of the Cooperative will be served thereby.
Section 4. President:
The president shall be the principal executive officer of the Cooperative and shall preside at all meetings of the members and the Board of Trustees, and in general perform all duties incident to the office of President.
Section 5. Vice President:
In the absence of the President, or in event of his/her inability or refusal to act, the Vice President shall have the powers and perform the duties of the President.
Section 6. Secretary:
The Secretary shall:
- Keep the minutes of the meetings of the members and of the Board of Trustees and see that all notices are duly given:
- Be custodian of the corporate records and of the seal of the Cooperative and affix the seal of the Cooperative to all certificates of membership prior to the issue thereof and to all documents, the execution of which on behalf of the Cooperative under its seal is duly authorized in accordance with the provisions of these By-laws;
- Keep a register of the names and post office addresses of all members;
- Sign, with the President certificates of membership;
- Have general charge of the books of the Cooperative and in general perform all duties incident to the office of Secretary.
Section 7. Treasurer:
The Treasurer shall have charge and be responsible for all funds and securities of the Cooperative and in general perform all duties incident to the office of Treasurer.
Section 8. Manager:
The Board of Trustees may appoint a manager who may be, but who shall not be required to be, a member of the Cooperative. The manager shall perform such duties and shall exercise such authority as the Board of Trustees may from time to time vest in him/her.
Section 9. Bond of Office:
The Treasurer and any other officer or agent of the Cooperative charged with responsibility for the custody of any of its funds or property shall give bond in such sum as the Board of Trustees shall determine.
Section 10. Compensation:
The powers, duties and compensation of all officers, agents and employees shall be fixed by the Board of Trustees, subject to the provisions of these by-laws with respect to compensation for Trustees and close relatives of Trustees.
Section 11. Reports:
The officers of the Cooperative shall submit at each annual meeting of the members, reports covering the business of the Cooperative for the previous fiscal year, such reports shall set forth the condition of the Cooperative at the close of such fiscal year.
Section 12. Delegation of Duties:
The Secretary and the Treasurer may, with the approval of the Board of Trustees, delegate to the general manager the authority to appoint employees of the Cooperative actually to carry out the duties set forth in this Article for their respective offices.
Section 1. Property Interest of Members:
Members shall have no individual interest in the property of the Cooperative, except that upon dissolution, the property of the Cooperative remaining after all debts and liabilities of the Cooperative are paid, shall be distributed among the members in the proportion which the aggregate patronage of each member bears to the total patronage of all members during the seven years next preceding the date of the filing of the certificate of dissolution, or, if the Cooperative shall not have been in existence for such period, during the period of its existence.
Section 2. Non-Liability for Debts of the Cooperative:
No members shall be individually liable or responsible for any debts or liabilities of the Cooperative.
Section 3. Interest of Dividends on Capital Prohibited:
The Cooperative shall at all times be operated on a Cooperative nonprofit basis for the mutual benefit of its patrons. No interest or dividends shall be paid or payable by the Cooperative on any capital furnished by its patrons.
Section 4. Patronage Capital in Connection With Furnishing Telecommunications & Information Services:
In furnishing of telecommunications and information services, the Cooperative operations shall be so conducted that all patrons, will, through their patronage, furnish capital for the Cooperative. In order to induce patronage and to assure that the Cooperative will operate on a nonprofit basis the Cooperative is obligated to account on a patronage basis to all its patrons, for all amounts received from the furnishing of telecommunications and information services in excess of operating costs and expenses properly chargeable against the furnishing of telecommunications and information services. All such amounts in excess of operating costs and expenses at the moment of receipt by the Cooperative are received with the understanding that they are furnished by the patrons as capital.
The Cooperative is obligated to pay by credits to a capital account for each patron, all such amounts in excess of operating costs and expenses. All other amounts received by the Cooperative from its operation in excess of costs and expenses shall be:
- Used to offset any losses incurred during the current or any prior fiscal year and
- To the extent not needed for that purpose, allocated to its patrons on a patronage basis and any amount so allocated shall be included as part of the capital credited to the accounts of the patrons as herein provided.
The books and records of the Cooperative shall be set up and kept in such a manner that at the end of each fiscal year the amount of capital, if any, so furnished by each patron is clearly reflected and credited in an appropriate record of the capital account of each patron, and the Cooperative shall, within a reasonable time after the close of the fiscal year, notify each patron of the amount of capital so credited to his/her account. All such amounts credited to the capital account of any patron shall have the same status as though they had been paid to the patron in cash pursuant to a legal obligation to do so and the patron had then furnished the Cooperative corresponding amounts of capital.
In the event of dissolution of liquidation of the Cooperative, after all outstanding indebtedness of the Cooperative shall have been paid, outstanding capital credits shall be retired without priority on a pro rata basis before any payments are made on account of property rights of members. If, at any time prior to dissolution or liquidation the Board of Trustees shall determine that the financial condition of the Cooperative will not be impaired thereby, the capital then credited to the patron accounts may be retired in full or in part. All retirements of capital shall be at the discretion and direction of the Board as to kind, timing, method, and type of distribution, and whether such retirements shall be made on a discounted basis. In no event, however, may any such capital be retired, unless, after the proposed retirement, the capital of the Cooperative shall equal at least fifteen per centum (15%) of the total assets of the Cooperative.
Capital credited to the account of each patron shall be assignable only on the books of the Cooperative pursuant to written instructions from the assignor and only to successors in interest or successors in occupancy in all or part of such patron’s premises served by the Cooperative.
Notwithstanding any other provision of these By-laws, the Board of Trustees, at its discretion, shall have the power at any time upon death of any patron to retire capital credited to any such patron immediately.
The patrons of the Cooperative, by dealing with the Cooperative, acknowledge that the terms and provisions of these Articles of Incorporation and By-laws shall constitute and be a contract between the Cooperative and each patron, and both the Cooperative and the patron are bound by such contract, as fully as though each patron had individually signed a separate instrument containing such terms and provisions.
Section 5. Patronage Refunds in Connection With Furnishing Other Services:
In the event that the Cooperative should engage in the business of furnishing goods or services other than telephone service, all amounts received and receivable therefrom which are in excess of costs and expenses properly chargeable against the furnishing of such goods or services shall, in so far as permitted by law, be pro rated annually on a patronage basis and returned to those patrons, members and non-members alike, from whom such amounts were obtained.
DISPOSITION OF PROPERTY
The Cooperative may not sell, mortgage, lease or otherwise dispose of or encumber all or any substantial portion of its property unless such sale, mortgage, lease or other disposition or encumbrance is authorized at a meeting of the members thereof by the affirmative vote of not less than two-thirds of all the members of the Cooperative, and unless the notice of such proposed sale, mortgage, lease or other disposition or encumbrance shall have been contained in the notice of the meeting; provided, however that notwithstanding anything herein contained, the Board of Trustees of the Cooperative, without authorization of the members thereof, shall have full power and authority to authorize the execution and delivery of a mortgage or mortgages or a deed or deeds to trust upon, or the pledging or encumbering of, any or all the property, assets, rights, privileges, licenses, franchise and permits of the Cooperative, whether acquired or to be acquired, and wherever situated, as well as the revenues and income there from, all upon such terms and conditions as the Board of Trustees shall determine to secure any indebtedness of the Cooperative to the United States of America or any instrumentality or agency thereof, or to the Rural Telephone Bank or any other National Financing Institution, organized for the purpose of financing Rural Telephone Cooperative projects and undertakings, in which institution the Cooperative may own stock or a membership.
The Corporate seal of the Cooperative shall be in the form of a circle and shall have inscribed thereon the name of the Cooperative and the words “Corporate Seal,” and the date of incorporation.
Section 1 Contracts:
Except as otherwise provided in these By-laws, the Board of Trustees may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name and on behalf of the Cooperative, and such authority may be general or confined to specific instances.
Section 2 Checks, Drafts, Etc.:
All checks, drafts or other orders for payment of money, and all notes, bonds or other evidence of indebtedness issued in the name of the Cooperative shall be signed by such officer or officers, agent or agents, employee or employees of the Cooperative and in such manner as from time to time to be determined by resolution of the Board of Trustees.
Section 3 Deposits:
All funds of the Cooperative shall be deposited to the credit of the Cooperative in such bank or banks as the Board of Trustees may select.
Section 4 Change in Rates:
Written notice shall be given to the Administrator of the Rural Utilities Service of the United States of America not less than ninety days prior to the date upon which any proposed change in rates charged by the Cooperative for telephone service becomes effective.
Section 5 Fiscal Year:
The fiscal year of the Cooperative shall begin on the first day of January of each year and end on the thirty-first day of December of the same year.
Section 1 Membership in Other Organizations:
The Cooperative may become a member of any other organization if such membership is approved by the Board of Trustees, or the members, at any meeting thereof.
Section 2 Waiver of Notice:
Any member or Trustee may waive in writing, any notice of a meeting required to be given by these By-laws. The attendance of a member or Trustee at any meeting shall constitute a waiver of notice of such meeting by such member or Trustee, except in case a member or Trustee shall attend a meeting for the express purpose of objecting to the transaction of any business because the meeting shall not have been lawfully called or convened.
Section 3 Rules and Regulation:
The Board of Trustees shall have the power to make and adopt such rules and regulations, not inconsistent with laws, the Articles of Incorporation or these By-laws, as it may deem advisable for the management, administration and regulation of the business and affairs of the Cooperative.
Section 4 Accounting System and Reports:
The Board of Trustees shall cause to be established and maintained a complete accounting system which shall conform so long as the Cooperative is indebted to the Government or any agency or instrumentality thereof, to such accounting system as may from time to time be designated by the administrator of the Rural Utilities Service of the United States of America. The Board of Trustees shall within sixty days after the close of each fiscal year, cause to be made a full and complete audit of the accounts, books and financial condition of the Cooperative as of the end of such fiscal year. Such audit reports shall be submitted to the members at the annual meeting next following the close of such fiscal year.
Section 5 Indemnification:
The Cooperative shall indemnify and hold harmless its past or present officers, directors, or managers, and may but shall not be required to indemnify and hold harmless any one or more of its other past and present agents and employees, from liability and related costs, including reasonable attorney fees, for negligent acts or omissions in the performance of official duties, and the Cooperative may purchase insurance to cover such indemnification; provided, however, that the Cooperative shall not be required to indemnify and hold harmless any such person who has been grossly negligent in the performance of his/her duties, or who has been guilty of any criminal offense.
These By-laws may be altered, amended or repealed by the members at any regular or special meeting, provided the notice of such meeting shall have contained a copy of the proposed alteration, amendment or repeal and provided that the final amendment, as adopted, need not be in the exact wording contained in the notice.