Summary of Annual Meeting Bylaws
An annual meeting of the members shall be held during September or October of each year, at such place in one of the North Carolina counties served by the cooperative,
as determined by the board of directors to elect directors and to hear reports and other business. Notice of such meeting must be made to members no less than 15 nor more than 40 days before the meeting date.
An attendance of at least 1.25 percent of the total members must be present in order to conduct the business of the cooperative. If less than a quorum is present,
a majority of those present in person may adjourn the meeting to another time and date at least 60 days later.
The members shall elect directors at each legal meeting by secret ballot, if an election is contested. The business and affairs of the cooperative shall be managed
by a board of nine directors who shall exercise all the powers of the cooperative except such as are by law or otherwise reserved to the members.
Any person serving on the board must meet certain qualifications. No person shall be eligible to become or remain a director of the cooperative who is a close relative
of an incumbent director or of an employee of the cooperative, or is not a member of the cooperative and receiving service at his primary residential abode. No person
without a high school diploma or the equivalent thereof shall be eligible to become a director.
Furthermore, no person shall be eligible to become a director of the cooperative who is or was previously employed by an electric supplier and is currently receiving any
benefit from an electric supplier, or who is or was previously employed by, or worked primarily as a consultant to any other electric, telephone, natural gas, or other
utility company, including generation companies and power marketers, or any trade association or governmental agency or entity that deals with utility services including,
but not limited to, other electric membership corporations, investor-owned utilities, or municipal utility systems, regardless of the length of such employment and regardless
of the reason(s) for leaving or terminating such employment.
Directors shall be so nominated and elected that the board shall be comprised as follows: Nominations for the board of directors shall be made by a nominating committee of members
appointed by the board no less than 60 days or more than 120 days before the date of the meeting. The committee shall consist of an uneven number of members, not less than five nor
more than 11, who are not incumbent directors or close relatives of incumbent directors. The committee shall be appointed so as to have two representatives from District 1 through 4.
At least 30 days before the meeting, the committee shall prepare and post at the office a list of nominations for directors to be elected. At least one nominee for each director shall
be made and shall include the respective districts. Any 50 or more members acting together over their signature, not less than 15 days prior to the meeting, may make additional nominations
that the secretary shall also post.
Directors shall be elected to three-year terms. A director may be removed from office if a member brings charges against him/her in writing with a petition by 3 percent of the members.
In such case, a meeting of the members must be held, evidence presented by both parties, and a vote of the members shall decide the outcome.
A Credentials and Election Committee consisting of an uneven number of four to 11 members who are not incumbent directors or are not close relatives or members of the same household of
existing directors or known candidates for directors, shall be appointed by the board at least 30 days prior to the meeting. The committee shall pass upon all questions with respect to
registration of members in person or by proxy and to count all ballots cast in the election.
Each member shall have one vote. A designated member representative may represent an association or corporate member. All questions shall be decided by a majority of the members voting in
person or by proxy, except as stipulated by law or otherwise. A person may vote as proxy for an unlimited number of members on any matter that requires the affirmative votes of a clear
majority of all the cooperative’s members. But no person shall vote as proxy for more than one member on any other matter, such as the election of directors. The proxy must be registered
with the cooperative at its principal office during office hours on or before the third business day preceding the date of the meeting or any adjournment thereof, as the case may be.
Any member who desires to ask a question during the annual meeting must submit their inquiry in writing at the cooperative’s main office, located at 159 Creek Drive, Hertford, N.C. no later
than 10 days prior to the published annual meeting date.