NAEC annual meeting bylaws

ARTICLE III –MEETING OF MEMBERS

SECTION 5. Voting.

Each member shall be entitled to only one vote upon each matter submitted to a vote at a meeting of the members. All questions shall be decided by a vote of a majority of the members voting thereon in person except as otherwise provided by law, the articles of incorporation or these bylaws.

SECTION 5(A). Mail and Proxy Voting.

Any member who is absent from an annual meeting or special meeting of the members may vote by mail or by proxy at such meeting upon any motion or resolution pertaining to the borrowing of funds or mortgaging or encumbering of the cooperative’s property. The secretary shall be responsible for the enclosure with the notice of such meeting of an exact copy of such motion or resolution to be acted upon and such absent member shall express his vote thereon by placing a cross (x) in the space provided therefore opposite each such motion or resolution. Such absent member shall enclose each such copy so marked in a sealed envelope bearing his name and addressed to the secretary. When such written vote so enclosed is received by mail from any absent member, it shall be counted as the vote of such member at such meeting. In the case of a joint membership, if husband and wife are both absent from such meeting, a written vote received from either of them shall constitute one joint vote. Such proxy shall be in writing and filed with the secretary before or at the time of the meeting. 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 proxy shall be valid after 60 days from the date of its execution. The presence of a member at a meeting of the members shall revoke a proxy theretofore executed by him and such member shall be entitled to vote at such meeting in the same manner and with the same effect as if he had not executed a proxy. In case of a joint membership, a proxy may be executed by either husband or wife. The presence of either husband or wife at a meeting of the members shall revoke a proxy theretofore executed by either of 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. The failure of any absent member to receive a copy of any such motion shall not invalidate any action which may be taken by the members at any such meeting.

ARTICLE IV – TRUSTEES

SECTION 2. Election and Tenure of Office.

The persons named as board members in the articles of incorporation shall compose the board until the first annual meeting or until their successors shall have been elected and shall have qualified. Members of the board shall be elected by secret ballot at each annual meeting of the members beginning with the year 1944 by and from the members to serve until the next annual meeting of the members or until their successor shall have been elected and shall have qualified. At the annual meeting of the members in 1957, trustees for districts 2, 5 and 6 shall be elected for a term of one year. Trustees for districts 3, 4 and 9 shall be elected for a term of two years and trustees for districts 1, 7 and 8 shall be elected for a term of three years. At the expiration of their respective terms, the trustees shall be elected for terms of three years at each annual meeting of the members.

SECTION 4. Nominations. It shall be the duty of the board to appoint, not less than 30 days nor more than 60 days before the date of a meeting of the members at which board members are to be elected, a committee on nominations consisting of not less than five nor more than 11 members who shall be selected from different sections so as to ensure equitable representation. No member of the board 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 20 days before the meeting a list of nominations for board members. The secretary shall be responsible for mailing with the 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 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, must be received at least 45 days before the meeting to be included on the official ballot. The names and addresses of any candidates nominated by petition shall be included with the notice by the secretary of candidates nominated by the committee on nominations. The chairman shall call for additional nominations from the floor and nominations shall not be closed until at least one minute has passed during which no additional nomination have been made. No member may nominate more than one candidate.

Statement of Nondiscrimination

North Alabama Electric Cooperative is the recipient of federal financial assistance from the Rural Utilities Service, an agency of the U.S. Department of Agriculture, and is subject to the provisions of Title VI of the Civil Rights Act of 1964, as amended, Section 504 of the Rehabilitation Act of 1973, as amended, and the rules and regulations of the U.S. Department of Agriculture which provide that no person in the United States on the basis of race, color, national origin, age or handicap shall be excluded from participation in, admission or access to, denied the benefits of, or otherwise be subjected to discrimination under any of this organization’s programs or activities. The person responsible for coordinating this organization’s nondiscrimination compliance efforts is Gena Hall, General Manager. Any individual or specific class of individuals who feels that this organization has subjected them to discrimination may obtain further information about the statutes and regulations listed above from and/or file a written complaint with this organization; or the secretary, U.S. Department of Agriculture, Washington, D.C., 20250; or the administrator, Rural Utilities Service, Washington, D.C., 20250.

Complaints must be filed within 180 days after the alleged discrimination. Confidentiality will be maintained to the extent possible.