Bylaws of Michigan Electric Cooperative Association
Section 1. Purpose
The purposes for which the Association is organized are set forth in its Articles of Incorporation as follows:
- Operate for the benefit of Michigan’s electric cooperatives and, through them, empower communities and empower member-consumers to improve their quality of life;
- Represent the legislative and regulatory interests of Michigan’s electric cooperatives with a unified message that ensures their ability to provide safe, reliable and affordable electricity to member-consumers;
- Empower the safety culture of Michigan’s electric cooperatives and utility partners through a comprehensive safety program;
- Coordinate emergency mutual aid assistance for Michigan’s electric cooperatives and utility partners;
- Assist Michigan’s electric cooperatives with the development and implementation of strategic communications that advance their priorities and member-consumer engagement;
- Facilitate the collaborative implementation of energy initiatives on behalf of Michigan’s electric cooperatives;
- Coordinate education and training resources for Michigan’s electric cooperative directors, managers, employees and future leaders; and
- Engage in any other business, activity or undertaking that can be done better collaboratively than individually for the benefit of Michigan’s electric cooperatives, and are not otherwise prohibited by law.
Section 1. Qualifications and Obligations
Any electric cooperative corporation authorized to do business in the State of Michigan for the primary purpose of supplying energy to the cooperatives’ members shall be eligible for membership in the Association upon meeting the following obligations:
- Paying membership fees as assessed from time to time by the association;
- Agreeing to comply with and be bound by the Articles of Incorporation, with these Bylaws and any subsequent amendments thereto, and with such rules, regulations and policies as may be adopted from time to time by Association; and
- Agreeing to use services of the Association and to pay all related dues and fees for such services as may be adopted from time to time by the Association;
Section 2. Membership Dues and Fees
Membership dues and fees shall be determined by the Board of Directors from time to time, with such classifications as may be reasonable.
Section 3. Non-liability for Debts
The property of the members shall be exempt from execution for the debts of the Association and no Member shall be liable or responsible for any debts, liabilities or obligations of the Association.
Section 4. Termination of Membership
A Member’s membership shall automatically expire or terminate when it (1) ceases to be a corporate entity, or (2) resigns or withdraws its membership, or (3) is expelled from membership.
- A Member may resign or withdraw from the membership by written notice to delivered to any officer of the Association or to the Board of Directors at least 60 days prior to the date upon which such resignation or withdrawal shall be effective; and
- A Member may be expelled from the Association for failing to comply with any of the provisions of the Articles of Incorporation, the Bylaws, or the rules, regulations and policies adopted from time to time adopted by the Association, or for any other proper reason, by a two-thirds vote of the Board of Directors.
Section 5. Effect of Termination of Membership
Termination of membership in any manner shall operate as a release of all right, title, and interest of the Member in or to the property and assets of the Association; provided, however, that such termination of membership shall not release the Member from the debts, liabilities or obligations of the Member to the Association, nor forfeit the rights of the Member with respect to any credits already entered to its account at time of termination.
Section 6. Associate Members
Any person, firm, corporation or body politic shall be eligible to become an Associate Member of the Association upon meeting such qualifications for associate membership as may be established by the Association. Associate Members shall not be permitted to vote nor to have representation on the Board of Directors. Associate Members shall be responsible to meet such obligations and shall be eligible to receive such benefits, services or privileges as may be specifically adopted by the Association.
Section 1. Annual Meeting
The annual meeting of the Members shall be held at such time and place as shall be designated by the Board of Directors for the purpose of seating Directors, passing upon reports covering the previous fiscal year and transacting such other business as may come before the meeting. Failure to hold the annual meeting shall not work a forfeiture or dissolution of the Association.
Section 2. Special Meetings
Special meetings of Members may be called by the Chairman, by the Board of Directors, or upon a written request signed by at least thirty percent (30%) of all the Members. The Secretary-Treasurer shall thereafter cause notice of such meeting to be provided. Special meetings of the Members may be held at the time and place specified in the notice of the special meeting.
Section 3. Notice of Members’ Meetings
Written or printed notice 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 shall be delivered not less than thirty (30) days before the annual meeting and not less than ten (10) days before a special meeting by mail or electronically, by or at the direction of the Secretary-Treasurer or the person(s) calling the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, in a sealed envelope, addressed to the Member at its address as it appears on the records of the Association, with postage thereon prepaid. If sent electronically, such notice shall be deemed to be delivered when sent to Member’s e-mail address as it appears in the records of the association. 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 such meeting.
Section 4. Delegates
Each Member shall be entitled to one (1) voting delegate, who shall be either its General Manager (or another full-time salaried employee of the Member designated by its Board of Directors) or a Director elected by the Member’s Board of Directors from its body. Names of such delegates shall be certified and provided to the Secretary-Treasurer of the Association at least ten (10) days prior to the annual meeting of the members.
Section 5. Quorum
No less than a majority of all the Association’s Member voting delegates personally present at the meeting shall constitute a quorum. If less than a quorum is present at any meeting, a majority of those delegates present may adjourn the meeting from time to time without further notice.
Section 6. Voting
At all meetings of the Members at which a quorum is present, all questions shall be decided by a vote of a majority of the Member voting delegates voting thereon except as otherwise provided by law, the Articles of Incorporation or these Bylaws. Each voting delegate shall be entitled to one (1) vote upon each matter submitted to a vote at a meeting of the Members.
Section 7. Proxy and Mail Voting
Voting by proxy shall not be permitted.
Section 1. General Powers
The business and affairs of the Association shall be managed by the Board of Directors which shall exercise all of the powers of the Association except such as are by law or by the Articles of Incorporation or by these Bylaws conferred upon or reserved to the Members.
Section 2. Number, Designation and Tenure
Each Member shall be entitled to two (2) representatives on the Board of Directors of the Association. Such representatives shall be designated by the Board of Directors of the Member. Directors shall serve for terms of two (2) years beginning with the first annual meeting of the Members of the Association following their designation and until their successors are designated and qualified.
Section 3. Qualifications
One of the two Directors representing each Member shall be a duly elected member of the Board of Directors of the Member and the other shall be its General Manager (or another full-time salaried employee thereof). Such Directors shall be so designated and certified by the Secretary of the Board of the Member to the Secretary-Treasurer of the Association not less than ten (10) days prior to the annual meeting of the Members. Unless waived by the Board of Directors for good cause, each Director/Director shall either be credentialed as a Certified Cooperative Director (CCD) by the National Rural Electric Cooperative Association or be actively seeking and shall obtain such credentialing within one (1) year of his or her designation as a Director. When a person serving on the Board ceases being a full-time salaried employee or a Board member of a Member, his or her seat on the Board of Directors of the Association shall automatically become vacant, and such vacancy shall be filled as provided in these Bylaws.
Section 4. Vacancies
Subject to the provisions of Section 3 of this Article IV, any vacancy occurring on the Board of Directors whether by death, removal, resignation, or disqualification of a Director (other than the resignation, expulsion of cessation of corporate existence of a Member) shall be filled by the designation by and certification from the Board of Directors of the Member from which the vacancy occurs. Any Director designated to fill a vacancy shall serve until the next annual meeting of the Members or until his or her successor shall have been designated and qualified.
Section 5. Removal of Directors
Any Director may bring charges against a Director for violating his or her duties to the Association or for other proper reason by filing them in writing with the Secretary-Treasurer, together with a petition signed by thirty percent (30%) of the Directors, requesting the removal of the Director in question. The removal shall be voted upon at the next regular or special meeting of the Directors and any vacancy created by such removal may be filled as provided in Section 4 of this Article IV. The Director against whom such charges have been brought shall be informed in writing of the charges previous to the meeting and shall have an opportunity at the meeting to be heard in person or by counsel and to present evidence. The person or persons bringing the charges against him shall have the same opportunity. The Director shall be removed upon the affirmative vote of the Directors. The removed Director shall not be eligible to fill the vacancy.
Section 6. Compensation of Directors
Directors as such shall not receive any compensation from the Association for their service on the Board, provided, however, Members may provide a fixed sum and expenses for their designated Directors for attendance at each meeting of the Board of Directors or for other official business of the Association. Except in emergencies, no Director shall receive compensation for serving the Association in any other capacity, nor shall any close relative of a Director receive compensation for serving the Association, unless such compensation shall be specifically authorized by a vote of the Board of Directors.
Section 7. Rules, Regulations and Policies
The Board of Directors shall have power to make and adopt such rules, regulations and policies not inconsistent with law, the Articles of Incorporation or these Bylaws as it may deem advisable for the management, administration and regulation of the business and affairs of the Association.
Section 8. Audit and Accounting
The Board of Directors shall cause to be established and maintained a complete accounting system. The Board shall after the close of each fiscal year cause to be made by a Certified Public Accountant a full and complete audit of the accounts, books and financial condition of the Association as of the end of such fiscal year. A written report of the audit shall be filed with such governmental agencies and other entities as may be required by law, and shall be submitted to the annual meeting of the Members of the Association.
Section 9. Executive Committee
There shall be an Executive Committee which shall, during intervals between meetings of the Board, exercise such powers of the Board of Directors as the Board may have by resolution delegated to it. The Executive Committee shall consist of three members: 1) The Chairman; 2) the Vice Chairman; and 3) the Secretary-Treasurer. Of the persons on the Executive Committee, at least one (1) shall be a General Manager (or full time salaried employee) of the Members and at least one (1) shall be a Director of the Members. No Member shall have more than one of its designated Directors serving on the Executive Committee at the same time. In the event of a vacancy in said offices, the Chairman may appoint another Association Board member to such a position, subject to ratification of said appointment by the full Board of Directors at its next regularly scheduled meeting.
Section 1. Regular Meetings
A regular meeting of the Board of Directors shall be held without notice other than by this Bylaw, immediately after, and at the same place as the annual meeting of the Members, for the purpose of electing officers for the coming year. Other regular meetings of the Directors shall be held at such time and place as the Board of Directors may provide by resolution.
Section 2. Special Meetings
Special meetings of the Board of Directors may be called by the Chairman or any three (3) Directors. The person or persons authorized to call special meetings of the Board of Directors may fix the time and place for the holding of any special meeting of the Board of Directors called by them.
Section 3. Notice
Notice of time, place and purpose of any special meeting of the Board of Directors shall be given not less than five (5) days previous thereto, by written notice, delivered or mailed to each Director to his or her last known address or e-mail address. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed with postage thereon prepaid or when e-mailed to the e-mail address on record with the Association. In an emergency the Chairman may order that a special meeting by held upon less than five (5) days notice and, if necessary, such notice may be given by telephone, but in the event of the call upon such short or oral notice, the reason requiring the same shall be entered upon the minutes of the meeting when held. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except in case a Director shall attend a meeting for the express purpose of objecting to the transaction of any business because the meeting shall not have been properly called or convened.
Section 4. Quorum
The presence of a majority of the Directors in office shall constitute a quorum and shall be required for the transaction of business. The affirmative votes of a majority of the Directors present at a meeting at which a quorum is present shall be required for any action to be taken; provided, that a Director who by law or these Bylaws is disqualified from voting on a particular matter shall not, with respect to consideration of and action upon that matter, be counted in determining the number of Directors in office, and provided further, that, if less than a quorum be present at a meeting, a majority of the Directors present may adjourn the meeting from time to time, but shall cause any absent Directors to be duly notified of the time and place of such adjourned meeting.
Section 5. Voting
Each Director shall be entitled to one (1) vote and there shall be no voting by proxy or by mail.
Section 1. Number and Qualification
The officers of the Association shall be a Chairman, Vice Chairman, Secretary-Treasurer, President/CEO, and such other officers or assistant officers as may be determined from time to time by the Board of Directors. Excluding the President/CEO, at least one (1) of the other Officers shall be a General Manager (or full time salaried employee) of the Members and at least one (1) of the other Officers shall be a Director of the Members. No Member shall have more than one of its designated Directors serving as an officer of the Association at the same time. A person holding one or more of the above offices does not automatically succeed to any of the other offices unless elected to that office in accordance with these Bylaws.
Section 2. Election and Term of Office
The officers, other than the President/CEO, shall be elected annually by and from the Board of Directors, immediately following the annual meeting of the Members. If the election of officers shall not be held at that time, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until the first meeting of the Board of Directors following the next succeeding annual meeting of the Members or until his successor shall have been duly elected and qualified. No person shall continue to hold office in the Association after he shall have ceased to be a Director.
Section 3. Removal
Any officer may be removed by a majority vote of the Board of Directors whenever in its judgment the best interest of the Association would be served thereby.
Section 4. Vacancies
Except as may be otherwise provided in the Bylaws, a vacancy in any office may be filled by the Board of Directors for the unexpired portion of the term.
Section 5. Chairman
The Board of Directors may elect any Board member to be Chairman regardless of whether that person is a General Manager (or a full time salaried employee) of a Member or a board member of a Member. The current Chairman may be reelected for a second consecutive term. After a second term, a former Chairman is not barred from seeking election again in the future, provided that another person has held the position of Chairman in the interim.
Section 6. Vice-Chairman
In the absence of the Chairman or in the event of his or her inability or refusal to act, the Vice-Chairman shall perform the duties of the Chairman and, when so acting, shall have the powers of and be subject to all the restrictions upon the Chairman and shall perform other duties as from time to time may be assigned to him by the Board of Directors.
Section 7. Secretary-Treasurer
The Secretary-Treasurer shall:
- Keep the minutes of the meetings of the members and the meetings of the Board of Directors in one or more books provided for that purpose;
- See that all notices are duly given in accordance with these Bylaws or as required by law, including all notices of meetings required to be held by these Bylaws;
- Be custodian of the corporate records and the seal of the Association;
- Keep a register of the post office address and electronic address of each Member as furnished to the Secretary-Treasurer by such Members;
- Have general charge of the books of the Association in which a record of the Members is kept;
- Keep on file at all times a complete copy of the Bylaws of the Association containing all amendments thereto, which copy shall always be open to the inspection of any Member and, at the expense of the Association, forward a copy of the Bylaws and of all amendments to each Member;
- Have charge of and responsibility for all funds and securities of the Association; and
- In general, perform all of the duties incident to the office of the Secretary-Treasurer and such other duties as may be from time to time assigned to him by the Board of Directors.
Section 8. President/CEO
The Board of Directors shall appoint a President who shall serve as the Chief Executive Officer of the Association and who shall not be a Director. Subject to contractual rights, the President/CEO shall serve at the pleasure of the Board and shall receive such compensation as the Board may from time to time determine. The President/CEO shall perform such duties, have such authority, and bear such title as the Board may determine.
Section 9. Bonds
The Board of Directors may require the Secretary-Treasurer or any other officer or employee of the Association charged with the responsibility for the custody of any of its funds or property to provide a security bond, the premium for which shall be paid by the Association, in such sum and with such surety as the Board of Directors shall determine.
The Board of Directors, in addition to other powers and authorities granted to it by law and these Bylaws, may appoint such committees as it may deem proper and define the duties and prescribe the authority which such committees may exercise.
Section 1. Contracts
Except as otherwise provided in these Bylaws, the Board of Directors may authorize any officer or officers to enter into any contract or execute and deliver any instrument in the name and on behalf of the Association, and such authority may be general or confined to specific instances.
Section 2. Checks, Drafts, and Orders
All checks, drafts or other orders for the payment of money, and all notes or other evidences of indebtedness issued in the name of the Association shall be signed by such officer or officers, agent or agents, or employee or employees of the Association, and in such manner as shall from time to time be determined by resolution or policy adopted by the Board of Directors.
Section 3. Deposits
All funds of the Association shall be deposited from time to time to the credit of the Association in such depositories as the Board of Directors may select.
The corporate seal of the Association shall be in the form of a circle and shall have inscribed thereon the name of the Association and the words “Corporate Seal, State of Michigan”.
Section 1. Fiscal Year
The dates when the fiscal year of the Association shall begin and end shall be fixed by the Board of Directors.
Section 2. Rules of Order
The conduct of the meetings of the Association, the Board of Directors, and of all committees shall be generally governed by the latest available revisions of Robert’s Rules of Order except as such rules may be inconsistent with these Bylaws or other resolutions or policies adopted by the Board of Directors.
Section 3. Waiver of Notice of Meeting
Whenever any notice is required to be given of any meeting by law or by the provisions of these Bylaws, a waiver thereof in writing signed by the person, or a person on behalf of the Member entitled to receive such notice, whether before or after the date and time stated therein, shall be equivalent and have the same effect as the giving of such notice. Presence, without objection, at a meeting of a person or on behalf of a Member entitled to notice of the meeting shall also constitute waiver of notice.
Section 4. Resolving Tie Votes
Drawing by lot shall resolve tie votes for any election called for by these Bylaws or otherwise held by the Association.
Section 1. Non-Profit Operation
The Association shall at all times be operated on a non-profit, cooperative basis for the mutual benefit of its Members. The Association shall pay no dividends and no part of the net earnings of the Association shall inure to the benefit of any Member or individual other than through the allocation of patronage credits.
Section 2. Dissolution and Liquidation
In the event of the dissolution or liquidation of the Association, such dissolution or liquidation shall be carried out consistent with the laws of the State of Michigan then in effect pertaining to non-profit cooperative corporations.
These Bylaws may be altered, amended or repealed by the affirmative vote of not less than two-thirds (2/3) of the Member voting delegates present and voting at any regular or special meeting of the Members at which a quorum is present; provided, however, that at such regular or special meeting notice of such meeting shall have contained a copy of the proposed alteration, amendment or repeal. After any alteration, amendment or repeal of these Bylaws have been so adopted, all Members shall be notified of such action as soon as conveniently possible.
Each person who is or was a director, officer, agent or committee member of the Association, and each person who serves or has served at the request of the Association, as a director, trustee, partner, officer, employee, agent or committee member of any other corporation, partnership, joint venture, trust or other enterprise shall be indemnified by the Association to the fullest extent permitted by the corporation laws of the State of Michigan as they may be in effect from time to time.
The Association may purchase and maintain insurance on behalf of any such person against any liability asserted and arising out of his or her status as such, whether or not the Association would have the power to indemnify such person against such liability under the laws of the State of Michigan.
Adopted by Members: March 31, 2015
Articles of Incorporation
Download a PDF copy of the Michigan Electric Cooperative Association Restated Articles of Incorporation. [DOWNLOAD]