Bylaws

Article III

Bylaws

Article I - Members Article II - Membership Suspension and Termination Article III - Meetings of Members Article IV -Directors Article V - Meetings of Directors Article VI - Officers Article VII - Contracts, Checks and Deposits Article VIII - Non-Profit Operation Article IX - Access to Association Records Article X - Sale or Lease of Assets of the Association Article XI - Miscellaneous Download By Laws (pdf)

MEETINGS OF MEMBERS

Section 3.01. Annual Meeting
For the purpose of electing directors, hearing and passing upon reports covering the previous fiscal year, and transacting such other business as may properly come before the meeting, the annual meeting of the members shall be held on the third Wednesday of the month of January each year, at such place in the county of Hancock of the state of Mississippi, and beginning at such hour, as the Board of Directors shall from year to year fix; provided, that, for cause sufficient, the Board of Directors may fix a different date and time for such annual meetings. Failure to hold the annual meeting at the designated time and place shall not work a forfeiture or dissolution of the Association. It shall be the responsibility of the Board to make adequate plans and preparations for the annual meeting, and to encourage attendance by the membership at these meetings.

Section 3.02. Special Meetings
Special meetings of the members may be called by at least a majority of directors or upon written request signed by at least 10% of the members and it shall thereupon be the duty of the Secretary to cause notice of such meeting to be given as hereinafter provided. Special meetings of the members may be held at any place within Hancock County in the State of Mississippi, specified in the notice of the special meeting.

Section 3.03. Notice of Members’ Meetings
Written or printed notice stating the place, day and hour of the meeting, and in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 15 days nor more than 30 days before the date of the meeting, either personally or by mail, by or at the direction of the Secretary, or by the directors or members calling the meeting, to each member. If directors are to be elected at such meeting, the notice of members’ meeting shall include a statement of the board members to be elected as provided in Section 4.04. Unless contained in such notice, no matter may be acted upon at the meeting, which requires the affirmative votes of at least a majority of the members. If mailed, such notice shall be deemed delivered when deposited in the United States mail, addressed to the member as it appears on the records of the Association, 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 3.04. Quorum
Ten percent (10%) of the members shall constitute a quorum at a meeting of members. This number shall be arrived at by adding the number of members present in person at the meeting to the number of members represented at that meeting by valid proxies filed as provided by these bylaws. If less than a quorum is present at any meeting of members, the officer of Association who is presiding at the meeting may, without a motion, declare the meeting adjourned and closed; or he may hold the meeting open for not longer than thirty minutes to see if a quorum is present within that time; and the meeting
shall automatically be adjourned and closed if a quorum shall not be present at the end of said thirty minute period. The members present at a meeting at which a quorum is not present shall not have the power to take any kind of action, including, but not by way of limitation, adjourning said meeting to another time or place. At all meetings of the members, whether a quorum be present, or not, the Secretary shall annex to the meeting minutes, or incorporate therein by reference, a list of those members who registered as present in person and by proxy.

Section 3.05. Voting
Each member who is not in a status of suspension, as provided for in Section 2.01, shall be entitled to only one vote upon each matter submitted to a vote at any meeting of the members. A member may vote in person or by proxy. At a meeting of the members where directors are to be elected, all members present in person or by proxy may cast one vote for each director to be elected; each member may vote their own vote plus those proxies executed in their favor, pursuant to Section 3.06 of these bylaws. Voting by members other than members who are natural persons shall be allowed upon the presentation to the Association, prior to or upon registration at each member meeting, satisfactory evidence entitling the person presenting same to vote. At all meetings of the members, all questions shall be decided by a majority of the members voting thereon, except as otherwise provided by law or by the Association’s Certificate of Consolidation or these bylaws. Members may not cumulate their votes.

Section 3.06. Proxies
At all meetings of the members, a member may vote by proxy executed in writing by the member, subject to the provisions hereinafter set forth, provided, however, any member holding and intending to vote a proxy must file the executed proxy at the Association’s headquarters, not less than five (5) days prior to the meeting. The proxy must have entered thereon the account number of the member appointed to vote the proxy. If one person shall receive electric service through two (2) or more meters at different premises, he shall be entitled to not more than one (1) vote at any meeting of the members, in accordance with the Certificate of Consolidation of the Association. No proxy shall be voted at any meeting of the members unless it shall designate the particular meeting at which it is to be voted, and no proxy shall be voted at any meeting other than the one so designated or any adjournment of such meeting. No person shall vote as proxy for more than one hundred (100) members at any meeting of the members, but this restriction shall not apply to the Board of Directors who shall vote the proxies assigned to them according to the will of a majority of the members of the Board of Directors. The presence
of a member at a meeting of the members shall revoke a proxy theretofore executed by that member, and such member shall be entitled to vote at such meeting in the same manner and with the same effect as if the proxy had not been executed. In case of a joint membership, a proxy may be executed either by the husband or wife. The presence of either husband or wife at a meeting of the members shall revoke a proxy theretofore executed by them and such joint member or members shall be entitled to vote at such meeting in the same manner and with the same effect as if a proxy had not been executed. A standard proxy form which identifies the member by name and account number shall be used in order to assure authenticity and facilitate the tabulation of votes. If the proxy form of a member is lost, stolen or destroyed, the Association shall furnish the member with a replacement proxy form upon request, provided that the member executes a revocation of the lost, stolen or destroyed form, to be witnessed by an employee of the Association. Blank proxy forms will not be distributed in bulk to any member. Only the proxy form issued by the Association shall be valid.

Section 3.07. Representative Voting
Legal entity organizations and non-legal entity organizations which are members of the Association may be represented at any meeting of the members and may vote only as follows:

(a) any director, officer or President duly authorized in writing may represent and cast the vote of a corporation;
(b) a trustee, steward, deacon, clerk or pastor duly authorized in writing may represent and cast the vote of a church;
(c) a school trustee, principal or superintendent duly authorized in writing may represent and cast the vote of a school;
(d) and any other association or organization not a legal entity may be represented by and have its vote cast by any person duly authorized in writing who is a trustee, manager or part owner, or any officer of such association or organization.

Section 3.08. Order of Business
The order of business at the annual meetings of the members and, so far as practicable, at all other meetings of the members shall be essentially as follows, except as otherwise determined by such officer of the Association or his designee who is presiding at such meeting:
1. Report on the existence of a quorum
2. Reading of the notice of the meeting and proof of the due publication or mailing thereof, or the waiver or waivers of notice of the meeting
3. Reading, or the waiver thereof, of unapproved minutes of previous meetings of the members and the taking of necessary action thereon
4. Presentation and consideration of reports of officers, directors and committees
5. (a) Report of Committee on Nominations (b) Presentation by Secretary of petitions fi led and posted for the nominations of directors (c) Election of director
6. Unfinished business
7. New business
8. Adjournment