Section 1. General Powers. The business and affairs of the Cooperative shall be managed by a board of 9 directors which shall exercise all of the powers of the Cooperative except such as are by law, the Articles of Incorporation of these Bylaws conferred upon or reserved to the Members.
Section 2. Qualifications. No person shall be eligible to become or remain a director or to hold any position of trust in the Cooperative who:
(a) Is not a bona fide domiciliary in the district which he is to represent; or
(b) Is in any way employed by or financially interested in a competing enterprise or a business selling electric energy or supplies to the Cooperative or a business primarily engaged in selling electrical plumbing appliances, fixtures or supplies to the members of the Cooperative.
(c) No person may be eligible to serve as director who is the incumbent of or candidate for an elective public office in connection with which a salary in excess of $500 per annum is paid.
(d) No person may be eligible to serve as a director who has been an employee of the Cooperative within 3 years from the last date of his/her employment.
Due to Hurricanes Rita and Ike or any future natural disaster, a director who becomes domiciled outside of his district shall continue to serve as a director until he resigns, is defeated in an election by a member from his original district or is replaced by an appointment of the Board.
Upon establishment of the fact that a director is holding office in violation of any of the foregoing provisions, it shall become incumbent upon the Board of Directors to immediately remove such director from office.
Nothing contained in this section shall affect in any manner whatsoever the validity of any action taken at any meeting of the Board of Directors.
Section 3. Nominations, Election, and Tenure of office.
a) Nominations: It shall be the duty of the Board of Directors to appoint not less than 60 days or more than 90 days before the date of the meeting of Members at which Directors are elected a committee on nominations consisting of not more members than number of Directors to be elected, which committee members shall be selected one from each of the districts of the area served by the Cooperative from which a Director is to be elected at the ensuing meeting. No member of the Board of Directors may serve on such committee. The committee shall prepare and post at the principle office of the Cooperative at least 50 days before the meeting a list of nominations for directors. Any 15 or more members acting together may make other nominations by petition not less than 40 days prior to the meeting, and file a petition with the Secretary, and the Secretary shall post such nominations at the same place where a list of nominations made by the committee is posted. The Secretary shall mail with the notice of the meeting or separately, but at least 30 days before the date of the meeting, a statement of the number of directors to be elected and the names and addresses of the candidates. The names shall be arranged by districts and shall specify separately the nominations made by the committee on nominations and also the nominations made by petition, if any.
b) Notwithstanding anything contained in this Section, failure to comply with any of the provisions of this Section shall not affect in any manner whatsoever the validity of any election of directors.
c) Election and Tenure: In the year 1979, 9 board members shall be elected to office. Each board member shall represent one of the nine districts, and shall be elected in conformance with procedures as hereinafter described except that the term of office for each will be as follows: The board members representing Districts 1, 4, and 7 shall each be elected to serve until that annual meeting to be held in the year 1980 or until their successors shall have been elected and shall have qualified. The board members representing Districts 2, 5, and 8 shall each be elected to serve until the annual meeting to be held in the year 1981 or until their successors shall have been elected and shall have qualified. The board members representing Districts 3, 6, and 9 shall each be elected to serve until the annual meeting to be held in the year 1982 or until their successors shall have been elected and shall have qualified. Beginning in the year 1980, three board members shall each be elected for a 3-year term to fill the vacancies caused by expiration of the incumbents’ term of office.
Section 4. Removal of Directors by Members. Any member may bring charges against a director by filing such charges in writing with the Secretary, together with a petition signed by at least 10 per centum of the members and request the removal of such director by reason thereof. The director against whom charges have been brought shall be informed in writing of the charges at least five days prior to the meeting at which the charges are to be considered and shall have an opportunity at the meeting to be heard in person or by counsel and to present evidence in respect to the persons bringing the charges against him shall have the same opportunity. The question of the removal of such director shall be considered and voted upon at the next regular or special meeting of the members and any vacancy created by such removal may be filled by vote of the members at such meeting without compliance with the foregoing provisions with respect to nominations; provided that the director must reside in the same district as the director in respect to whom the vacancy occurs.
Section 5. Vacancies. Subject to the provisions of these Bylaws with respect to the filling of vacancies caused by the removal of directors by the members, a vacancy occurring in the Board of Directors shall be filled by affirmative vote of a majority of the remaining directors for the unexpired portion of the term of the director in respect to whom the vacancy occurs.
The member elected as director to fill the vacancy must reside in the same district as the director to whose office he succeeds.
Section 6 (a). Compensation. Directors as such shall not receive any salary for their services, but by resolution of the Board of Directors a fixed sum for each day or portion thereof spent on Cooperative business, such as attendance at meetings, conferences and training programs or performing committee assignments when authorized by the board. No director shall receive compensation for serving the Cooperative in any other capacity, nor shall any close relative of a director receive compensation for serving the Cooperative, unless the payment and the amount of compensation shall be specifically authorized by a vote of the members for the service by such director or close relative shall have been certified by the Board of Directors, as an emergency measure.
Section 6(b) Indemnification of Directors, Officers, and Employees. The Cooperative shall indemnify present and former Directors and Officers, including the General Manager, Agents, and Employees against liability to the extent that their actions or omissions constituting the grounds for alleged liability were performed in their official capacity and, if actionable at all, were based upon good faith business judgments in the belief that the acts or omissions were in the best interests of the Cooperative. The Cooperative may purchase insurance to cover such indemnification.
Section 7. Rules and Regulation. The Board of Directors shall have power to make and adopt such rules and regulations, not inconsistent with the Articles of Incorporation or the Bylaws of the Cooperative or the laws of the State of Louisiana, as it may deem advisable for the management, administration, and regulation of the business and affairs of the Corporation.