Registered Office and Registered Agent.
The registered office of the corporation shall be located in the State of Washington at such place as may be fixed from time to time by the Board of Directors upon filing of such notices as may be required by law. The registered agent shall have a business office identical with such registered office.
The corporation may have other offices within or outside the State of Washington at such place or places as the Board of Directors may from time to time determine.
There shall be two classes of membership as described in Article IV of the Company’s Restated Articles of Incorporation. Applicants for either class of membership must be the owners or purchasers of real property. Tenants are not eligible for either membership.
The fee for each class of membership shall be fixed by the Board of Directors from time to time.
Membership held by a husband and wife as community property may be voted by either spouse, but not both.
While no person may have more than one individual membership of either class, such person may vote the membership of any corporation, partnership, limited liability company, governmental unit, or other legal entity when authorized to do so.
Whenever a member owning a single parcel of real property being served under his membership shall transfer such property to another or when such property is transferred to another by operation of law or pursuant to judicial decree, then that member shall transfer or sell his membership to the transferee or in the alternative, surrender the same to the Company in exchange for repayment of the membership fee paid for such membership.
Any outstanding membership which has not received electrical service for a period of two years shall be forfeited by action of the Board of Directors, and the portion of the Company’s capital attributable to the membership shall be transferred to surplus.
Where a member owns more than one parcel of real property being served under his membership and one or more, but not all, of those parcels are transferred, the transferee must apply for and receive a new membership, unless he already has one.
All applications and transfers shall be made pursuant to such rules and fees as may be established by the Board of Director’s from time to time.
All members of Ohop Mutual Light Company are required to subscribe to the Ruralite magazine. Each member authorizes the cooperative’s board of directors to subscribe to Ruralite magazine on their behalf and authorizes the subscription price thereof to be included in their monthly base charge.
As a condition of membership and the right to purchase electric service from Ohop Mutual Light Company, all members are obligated to provide easements or other grant of property rights as may be reasonably requested by Ohop Mutual Light Company.
The Board of Directors shall have power by affirmative vote of at least three (3) directors to suspend or expel any member of the corporation for any violation of the Bylaws or Service Policies, provided one week’s notice has been given to the member with a copy of the charges and having been given the right to be heard in his/her own defense before the Board of Directors.
A suspended or expelled member’s account (including all active rental accounts associated with the member) shall be classified as “not in good standing” and may be subject to disconnection, alternate fees, or other action approved by the Board of Directors.
Members deemed as suspended or “not in good standing” by affirmative vote of the Board of Directors are not eligible for election to, or to serve as a member of the Board of Directors.
Customers deemed as expelled or “not in good standing” by affirmative vote of the Board of Directors are not eligible for election to, or to serve as a member of the Board of Directors. Expelled Customers shall have their membership fee refunded and account (s) coded as non-voting, nonmember.
The Company shall have a lien upon the real property of any member being served with electricity for unpaid and past due electricity charges. Such lien may be filed and foreclosed in the same manner as mortgages under the Revised Code of Washington, Chapter 61.12. The member shall pay to the Company a reasonable sum as attorney’s fees for processing the foreclosure and costs of foreclosure
All meetings of the members shall be held at the registered office of the corporation, or at such other place as shall be determined from time to time by the Board of Directors, and the place at which any such meeting shall be held shall be stated in the notice of the meetings.
Annual Meeting Time
The annual meeting of the members for the transaction of such business as may properly come before the meeting shall be held each year in the month of April on the day designated by the Directors. Persons permitted to attend all meetings of the corporation shall be the members, their family, special guests, and others permitted to attend by Board action.
Special meetings of the members for any purpose may be called at any time by the President or Board of Directors or by the members if a request signed by not less than two percent (2%) of the members is presented to the Board
Notice of member’s meetings may be given by providing each member with written or printed notices stating the place, day, and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, which notice shall be delivered either personally or by mail to each member entitled to vote at such meeting. Such notice must be delivered at least ten (10) days, and not more than fifty (50) days, prior to the meeting.
Waiver of Notice
A waiver of notice required to be given any member, signed by the person or persons entitled to such notice, whether before or after the time stated therein for the meeting, shall be equivalent to the giving of such notice.
A System Member may vote at any meeting in person or by mail for the election of directors or any proposition submitted to the members at any regular or special meeting.
Two percent (2%) of the members entitled to vote represented at a meeting in person or by voting by mail shall be necessary and sufficient to constitute a quorum for the transaction of business at any special or regular meeting of the members, except where otherwise provided by law.
Election of Directors
Five (5) directors shall be elected at the first meeting of the members; one for a term of one year; two for a term of two years; two for a term of three years. Thereafter directors shall be elected for three years at each annual meeting as terms expire. Eligibility to serve as a Board member of the corporation requires that the candidate be a System Member of record at the time of election and that the candidate has an account in his/her name serviced by the corporation. No employee of the company, nor employee’s spouse, nor non-members of the corporation shall be eligible for election to, or serve as a member of the Board of Directors. When a director closes their account, such action shall terminate the term of office of the Board member. After a period of thirty (30) days, the Board of Directors shall declare the office vacated and by appointment fill the vacated office.
Nominations for election to the Board of Directors shall be made by a Nominating Committee of not less than three (3) nor more than five (5) members of the corporation appointed by the president. The Nomination Committee shall be appointed by the president at least ninety (90) days prior to each annual meeting of the membership to serve to the close of such annual meeting. The nominating period shall open 90 days prior to the meeting and close 40 days prior to the meeting. Directors shall have the right to run for re-election and have their names placed on the ballot whether or not nominated. Other candidates must be nominated by the Committee to be eligible for office. There shall be no nomination of directors from the floor of the annual meeting. In the event the Nominating Committee is unable to secure more than one candidate for a single vacancy to be filled, the Chairman of the nominating committee will advise the president of such fact. The president will so advise the membership at the annual meeting and declare the unopposed candidate to be duly elected as director. No ballot will be mailed if there is no other issue requiring a vote.
Number and Powers
The Board of Directors of the corporation shall be five (5) in number to be chosen at the annual meeting of the corporation by members voting. The Directors shall hold office for three (3) years or until their successors are elected. Eligibility to serve as a Board member of the corporation requires that the candidate be a System Member of record at the time of election and that the candidate has an account in his/her name serviced by the corporation. No employee of the company, nor employee’s spouse, nor non-members of the corporation shall be eligible for election to, or serve as member of the Board of Directors. When a director inactivates their account, such action shall terminate the term of office of the Board member. After a period of thirty (30) days, the Board of Directors shall declare the office vacated and by appointment fill the vacated office.
No former employee, employee’s spouse or employee’s immediate family shall be eligible for election to, or serve as a member of the Board of Directors if said employee has resigned or has been discharged for any and all circumstances deemed by the Board of Directors as contrary to the principles and goals of the mutual.
If vacancies occur in the Board of Directors, such vacancies shall be filled by the remaining members of the Board through their appointment of a member of the corporation to serve for the remainder of the unexpired term, if any, to which the appointment has been made.
Change of Number
The number of directors may at any time be increased or decreased by amendment of these Bylaws, but no decrease shall have the effect of shortening the term of any incumbent director.
Regular meetings of the Board of Directors may be held at the registered office of the corporation or at such other place or places, either within or without the State of Washington, as the board of Directors may from time to time designate. Regular meetings shall be held without notice at the registered office of the corporation, or at such other place as the Board of Directors shall designate by written notice. In addition to the annual meeting, there shall be regular meetings of the Board of Directors held not less frequently than once each calendar quarter.
Special meetings of the Board of Directors may be called at any time by the President or upon written request by any two directors. Such meetings shall be held at the registered office of the corporation or at such other place or places as the directors may from time to time designate.
Notice of all special meetings of the Board of Directors (other than the annual meetings to be held at the place and time designated in Section 4.4) shall be given to each director by three (3) days’ prior service of the same by telephone, by letter, or personally. Such notice need not specify the business to be transacted at, nor the purpose of, the meeting.
A majority of the whole Board of Directors shall be necessary and sufficient at all meetings to constitute a quorum for the transaction of business.
Waiver of Notice
Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. A waiver of notice signed by the director or directors, whether before or after the time stated for the meeting, shall be equivalent to the giving of notice.
A director who is present at a meeting of the Board of Directors at which action on a corporate matter is taken shall be presumed to have assented to such action unless the director shall file a written dissent or abstention to such action with the person acting as the secretary of the meeting before the adjournment thereof, or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent or abstain shall not apply to a director who noted in favor of such action.
Executive and Other Committees
The Board of Directors may appoint, from time to time, from its own number, standing or temporary committees consisting each of no fewer than two (2) directors. Such committees may be vested with such powers as the Board may determine by resolution passed by a majority of the full Board of Directors; provided, however, that no such committee shall have the authority of the Board of Directors in reference to:
Amending, altering, or repealing these Bylaws;
Electing, appointing, or removing any member of any such committee or any director or officer of the corporation;
Amending the Articles of Incorporation;
Adopting a plan of merger or consolidation with another corporation;
Authorizing the sale, lease, exchange, or mortgage of all or substantially all of the property and assets of the corporation;
Authorizing the voluntary dissolution of the corporation or revoking proceedings therefore; or
Amending, altering, or repealing any resolution of the Board of Directors which by its terms provides that it shall not be amended, altered, or repealed by such committee.
All Committees so appointed shall keep regular minutes of the transactions of their meetings and shall cause them to be recorded in books kept for that purpose in the office of the corporation. The designation of any such committee and the delegation of authority thereto shall not relieve the Board of Directors, or any member thereof, of any responsibility imposed by law.
Service Policies/Rate Schedules
The Board shall from time to time establish service policies including rate schedules.
The compensation of directors shall be fixed by resolution of the Board of Directors from time to time.
Conflict of Interest
Each Director must comply with the company Conflict of Interest Policy.
All directors must adhere to and fulfill the requirements of the Board Qualifications set forth in the Board Policies.
The officers of the corporation shall be a President, a Vice President, a Secretary and a Treasurer, and an Assistant Secretary and Assistant Treasurer if the Board shall so designate. All officers shall be elected for terms of one year by the Board of Directors. Such officers shall hold office until their successors are elected and qualified. Any two or more offices may be held by the same person, except the President may only hold that office. The offices of President and Secretary may not be held by the same person.
The President shall preside at all meetings of the Board of Directors, shall have general supervision of the affairs of the corporation, and shall perform such other duties as are incident to the office or are properly required of the President of the Board of Directors.
During the absence or disability of the President, the Vice President shall exercise all the functions of the President.
Secretary and Assistant Secretary
The Secretary shall issue notices for all meetings, except for notices of special meetings of the members and the Board of Directors which are called by the requisite number of directors, shall be responsible for keeping minutes of all meetings, shall have charge of the seal and the corporate books, and shall make such reports and perform such other duties as are incident to the office, or are properly required of the Secretary by the Board of Directors. The Assistant Secretary shall perform all of the duties of the Secretary and at other times may perform such duties as are directed by the President or the Board of Directors.
The Treasurer shall regulate the custody of all monies and securities of the corporation and shall regulate regular books of account. The Treasurer shall disburse the funds of the corporation in payment of the just demands against the corporation or as may be ordered by the Board of Directors (taking proper vouchers for such disbursements) and shall render to the Board of Directors from time to time as may be required, an account of all transactions undertaken as Treasurer and of the financial condition of the corporation. The Treasurer shall perform such other duties as are incident to the office or are properly required by the Board of Directors. The Assistant Treasurer shall perform all of the duties of the Treasurer in the absence or disability of the Treasurer, and at other times may perform such other duties as are directed by the President or the Board of Directors.
If any officer of the corporation is absent or unable to act and no other person is authorized to act in such officer’s place by the provisions of these Bylaws, the Board of Directors may from time to time designate the powers or duties of such officer to any other officer or any director or any other person it may select.
Vacancies in any office arising from any cause may be filled by the Board of Directors at any regular or special meeting of the Board.
The Board of Directors may appoint such other officers or agents as it shall deem necessary or expedient, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.
No loan shall be made by the corporation to any officer or director.
The officers of the corporation shall hold office until their successors are chosen and qualified. Any officer or agent elected or appointed by the Board of Directors may be removed at any time, with or without cause, by the affirmative vote of a majority of the whole Board of Directors, but such removal shall be without prejudice to the contract rights, if any of the person so removed.
The Board of Directors may, by resolution, require any and all of the officers to provide bonds to the corporation, with surety or sureties acceptable to the Board, conditioned for the faithful performance of the duties of their respective offices, and to comply with such other conditions as may from time to time be required by the Board of Directors.
The monies of the corporation shall be deposited in the name of the corporation in such bank or banks or trust company or trust companies as the Board of Directors shall designate, and shall be drawn from such accounts only by check or other order for payment of money signed by such persons, and in such manner, as may be determined by resolution of the Board of Directors.
Except as may otherwise be required by law, any notice to any member or director may be delivered personally or by mail. If mailed, the notice shall be deemed to have been delivered when deposited in the United States mail, addressed to the addressee at his or her last known address in the records of the corporation, postage prepaid.
The corporate seal of the corporation, if any, shall be in such form and bear such inscription as may be adopted by resolution of the Board of Directors, or by usage of the officers on behalf of the corporation.
Indemnification of Officers, Directors, Employees, and Agents
The corporation shall indemnify its officers, directors, employees, and agents to the greatest extent permitted by law. The corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation who is or was serving at the request of the corporation as an officer, employee, or agent of another corporation, partnership, joint venture, trust, other enterprise, or employee benefit plan, against any liability asserted against such person and incurred by such person in any such capacity or arising out of any status as such, whether or not the corporation would have the power to indemnify such person against such liability under the provisions of this article.
Books & Records
The corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its Board of Directors and shall keep at its registered office or principal place of business, or at the office of its transfer agent or registrar a record of its directors, giving the names and addresses of all directors.
The Board of Directors shall have power to make, alter, amend, and repeal the Bylaws of this corporation; provided the Board shall submit a vote of the members any proposal to amend the Bylaws requested by petition of two percent (2%) of the members.
Adopted by resolution of the corporation’s Board of Directors on October 25, 2017.