Article IV: Board Members
Section 4.1 General Powers
The business and affairs of the Cooperative shall be managed by a Board of members which shall exercise all of the powers of the Cooperative except such as are by law, the Articles of Incorporation, or these Bylaws conferred upon or reserved to the members.
Section 4.2 Election Process & Tenure of Office
Directors shall be elected by a secret ballot at each annual meeting when there is competition for the Board seat(s) to be filled. They shall be elected by and from the members to serve a 3-year term or until their successors have been elected and shall have qualified, and that the terms of the directors shall be staggered to ensure continuity. If an election of directors shall not be held on the day designated herein for the annual meeting or at any adjournment thereof, a special meeting of the members shall be held for the purpose of electing directors at a reasonable time thereafter. Directors shall be nominated and elected as provided hereinafter.
The Cooperative is divided into 10 geographic service areas as follows:
- The Scottsville, KY Exchange which has the prefix of 618 & 622,
- The Lafayette, TN Exchange which has the prefix of 666 & 688,
- The Red Boiling Springs, TN Exchange which has the prefix of 699,
- The Hillsdale, TN Exchange which has the prefix of 633,
- The Green Grove, TN Exchange which has the prefix of 655,
- The Westmoreland, TN Exchange which has the prefix of 644,
- The Oak Grove, TN Exchange which has the prefix of 888,
- The Bethpage, TN Exchange which has the prefix of 841,
- The Defeated, TN Exchange which has the prefix of 774,
- The Pleasant Shade, TN Exchange which has the prefix of 677.
Maps of the above designated geographic service areas shall be available for inspection at the offices of the Cooperative at Highway #52 East Bypass in Lafayette, Tennessee by any person during normal business hours.
The Board of Directors shall, every 10 year period after the adoption of these Bylaws, re-examine the areas served by the Cooperative and designated above and shall make such changes and adjustments as to ensure fair and equal representation and taking into account geographic areas served by the Cooperative.
The 618 and 622 Exchange shall have two Directors.
The 666 and 688 Exchange shall have two Directors.
The 699 Exchange shall have one Director.
The 633 and 655 Exchanges shall have one joint Director.
The 644 Exchange shall have one Director.
The 841 and 888 Exchanges shall have one joint Director.
The 774 and 677 Exchanges shall have one joint Director.
The 618 and 622 Exchange is hereby divided into two districts by Old Highway #31-E and that area north and west thereof shall comprise one district and that area south and east thereof shall comprise one district.
The 666 and 688 Exchange is hereby divided into two districts by Highway #10 south of Lafayette, Tennessee and by the Akersville or Williams Road north of Lafayette, Tennessee and all members residing to the west and north of said highways shall comprise one district and those members residing to the south and east thereof shall comprise one district.
With respect to the 618 and 622 and 666 and 688 Exchanges, candidates for Directors shall be nominated from the areas above delineated. Provided however that members residing within the 2 exchange areas of 618 and 622 and 666 and 688 shall be permitted to vote for Directors in their exchange whether residing in or out of a particular district.
Only those members residing within the area or areas from which a Director is to be elected may vote in an election for a Director.
Section 4.3 Qualifications to be Nominated to Become, or Remain, a Director
Any member shall be eligible to be nominated, elected, and remain a director of the Cooperative who:
(1) Resides in the geographic area from which he or she is elected, and has resided there for more than 240 days during the last 12 month period.
(2) Is not an employee of the Cooperative or in any way financially interested in a competing enterprise or a business engaged in selling communication services or communication supplies or maintaining communication facilities. However, the Board may grant exceptions for “de minimus” competing enterprise.
(3) Is not closely related to an incumbent director or an employee of the Cooperative. As used here, “closely related” means a person who is related to the principal person by law or in law. A person who is a spouse, child, stepchild, grandparent, grandchild, parent, brother, sister of the principal or a spouse there of. However, no incumbent director shall lose eligibility to remain a director or to be reelected as a director if he becomes a relative of another incumbent director or of a cooperative employee because of a marriage to which he was not a party; neither shall an employee lose eligibility to continue in the employment of the cooperative if he or she becomes a close relative of a director because of a marriage to which he or she was not a party.
(4) Provided, however that the provisions of Section 4.3 (3) shall not apply to any incumbent directors as long as they continuously remain in office.
(5) To remain a director, the incumbent must attend 2/3 or more of the regular meetings during each 12 month period beginning with the month of his/her election. Upon establishment by the Board of the fact that a director or nominee is in violation of any of the provisions of this Section, that office or nomination shall be deemed vacant unless the Board determines that absences are due to personal illness or other unavoidable circumstances.
Nothing in this section shall affect, in any manner whatsoever, the validity of any action taken at any meetings of the Board.
Section 4.4 Nominations
It shall be the duty of the Board to appoint, not less than 40 days nor more than 90 days before the date of the meeting of the members at which Board members are to be elected, a committee on nominations consisting of not less than 3 nor more than 9 members who shall be selected from different geographic areas so as to ensure equitable representation. At least 1 member of the committee shall be selected from each geographic area where a director is to be elected. No member of the Board, close relative (as defined herein) of a Board member or employee may serve on such committee. The committee, keeping in mind the principle of equitable representation, shall prepare and post at the principal office of the Cooperative at least 30 days before the meeting, a list of nominations for Board members which shall include as many nominees for each Board position as the committee deems desirable. The secretary shall be responsible for mailing with a Notice of the Meeting, or separately, but at least 10 days before the date of the meeting, a statement of the number of Board members to be elected and the names and addresses of the candidates nominated by the committee on nominations. Any 15 or more members acting together may make other nominations by petition from the district in which the director is to be elected and the secretary shall post such nominations at the same place where the list of nominations made by the committee is posted. Nominations made by petition, if any, received at least 30 days before the meeting, shall be included on the official ballot. Such ballot shall arrange the names of the candidates by geographic areas and shall also designate the candidates nominated by the committee and those nominated by petition.
Section 4.5 Election of Directors
Contested elections of directors shall be by a form of secret ballot. The secret ballot shall list the names of the candidates nominated by the committee and by petition with such names arranged by districts.
Each member of the Cooperative present in person at the meeting shall, in any election in which the person is entitled to vote and subject to the delineation and combination of districts as provided for in Section 4.2 hereof, be entitled to 1 vote for 1 candidate from each district or districts from which a director is to be elected. Provided however that in any election which involves issues which are relevant and pertinent to the Cooperative as a whole, all members shall be entitled to vote. The candidate or issue receiving the most votes (plurality) shall be declared elected. In the event of a tie vote in the election of an NCTC® Board of Director, the Board of Directors already elected shall in their Board meeting immediately following the Members’ meeting conduct a vote and cast the deciding vote to elect one of the Board of Director candidates whose race resulted in a tie. Failure of an election for a given year shall allow the incumbent directors whose directorships would have been voted on to hold over only until the next member meeting at which a quorum is present. Provided however that no election would interfere with the system of staggered terms as provided in these Bylaws.
Section 4.6 Removal of Board Member By Members & Resignations
Any member residing within a district or exchange and/or exchanges may bring charges for cause against the director representing his district relating to the duties and responsibilities of his position, by filing with the secretary such charges in writing together with a petition signed by at least 10% of the members, or 200, whichever is the lesser, may request the removal of such Board member by reason thereof. Such Board member shall be informed in writing of the charges at least 10 days prior to the meeting of the members of his district at which the charges are to be considered and shall have an opportunity at the meeting to be heard in person or by counsel to present evidence in respect to the charges; and the person or persons bringing the charges against him shall have the same opportunity. The question of the removal of such Board member shall be considered and voted upon at the meeting of the members of his district. No director shall be removed from office unless by a vote of 2/3 of the members present. Any vacancy created by such meeting without compliance with the foregoing provisions with respect to nominations.
A director may resign at any time by written notice delivered to the Board of Directors, the President or Secretary of the Cooperative. A resignation is effective when the notice is delivered unless the notice specifies a future date. The pending vacancy may be filled before the effective date but the successor shall not take office until the effective date.
Section 4.7 Vacancies
Subject to the provisions of these Bylaws with respect to the filing of vacancies caused by the removal of Board members by the members, or by the death or resignation of a Board member, any vacancy resulting therefrom on the Board shall be filled by the affirmative vote of a majority of the remaining Board members for the unexpired portion of the term, provided, however that in the event the vacancy is not filled by the Board within 180 days after the vacancy occurs, the member shall have the right to fill the vacancy at a meeting of the members without compliance with the foregoing provisions in respect to nominations. However, any successor, whether chosen by the Board or the members, must reside in the same district as the vacant directorship and have the same qualifications for office as set forth in Section 4.3.
Section 4.8 Compensation
Board members shall, as determined by resolution of the Board, receive 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. If authorized by the Board, Board members may also be reimbursed for expenses actually and necessarily incurred in carrying out such Cooperative business or granted a reasonable per diem allowance by the Board in lieu of detailed accounting for some of these expenses. Board members, who elect to participate, may be extended various forms of liability and accident insurance as well as participation in benefits provided to employees except for benefits based on salary.
No Board member shall receive compensation, payments, stipends or profit for serving the Cooperative in any other capacity; nor shall any close relative of a Board member receive payments, compensation, wages, stipends, or profits for serving the Cooperative whether as an employee or independent contractor unless the payment and the amount thereof shall have been certified by the Board as an emergency measure.
Close relative as defined in section 4.3 number 3.
Section 4.9 Rules, Regulations, Rate Schedules & Contracts
The Board of Directors shall have power to make, adopt, amend, abolish and promulgate such rules, regulations, rate classifications, rate schedules, contracts, security deposits and any other type deposits, payments or charges, including contributions in aid of construction, not inconsistent with law or the Certificate of Incorporation or Bylaws, as it may deem advisable or the management, administration, and regulation of the business and affairs of the Cooperative or, cause such to be submitted for any appropriate governmental regulatory approval. Further, the Board of Directors may constitute itself into committees for the purpose of studying and making recommendations to the full Board in the course of its decisional processes.
Section 4.10 Accounting Systems & Reports
The Board of Directors shall cause to be established and maintained a complete accounting system of the Cooperative’s financial operations and conditions, and shall, after the close of each fiscal year, cause to be made a full, complete and independent audit of the Cooperative’s accounts, books and records reflecting financial operations during, and financial condition at the end of such year. A full and accurate summary of such audit reports shall be submitted to the members at or prior to the succeeding annual meeting of the members. The Board may authorize special audits, complete or partial, at any time and for any specified period of time.