Summary of Proposed Revised Bylaws

Sierra Electric Cooperative, Inc. (“Cooperative”) is proposing to revise and update its Restated Bylaws (“Bylaws”) for consideration by the members at the April 1, 2023 Annual Membership. The purpose of the revisions is to remove outdated provisions and update the Bylaws to reflect current practices of the Cooperative. The following Summary highlights the major provisions of the Bylaws. Nothing in these Bylaws can supersede or limit the rights and obligations granted to members under state law. A complete copy of the proposed Bylaws can obtained upon request from the Cooperative or accessed online at the following link: https://sierraelectric.org/laws.

Article I Membership

No person can own more than one membership in the Cooperative. The Cooperative is not required to render service to any person who has not applied for membership. Memberships are not transferable.

No more than two persons residing together may apply for a joint membership. The presence or actions of either of the joint members shall be regarded as the presence of the member, with no split voting allowed.

Members agree to pay for electric energy from the Cooperative in accordance with rates fixed by the Board of Trustees (“Board”) and on file with the New Mexico Public Regulation Commission.

Members acting with gross negligence or willful misconduct may be expelled by the Board.

Article II Rights, Obligations, Responsibilities and Liabilities of Members

Upon dissolution and after all debts and liabilities are paid, the remaining capital and assets of the Cooperative are to be distributed among the members and former members.

Members are not individually liable for debts or liabilities of the Cooperative.

Members are required to give easements or right-of-way to the Cooperative upon request, to deliver service or place facilities to render service. Damage to facilities caused by a member requires that the member indemnify the Cooperative and its employees.

Article III Meeting of Members

Annual meetings shall be once a year as designated by the Board.

Special meetings can be called by the President, 2/3 majority of the Board or 10% of all members in good standing and can take place within a county served by the Cooperative as stated in the notice of the meeting.

Quorum is 3% of the members for the annual or a special meeting.

Each member in good standing has one vote. A 2/3 majority of qualified members can decide all questions presented.

IV Board of Trustees and Districts

The Board has the power to: select and remove members of the Board, officers, and the manager; make policies, rules and regulations and control affairs of the cooperative; borrow money or incur debt.

The Board consists of not less than 7 and not more than 9 voting members who shall have primary residence within the voting district they represent and shall be elected for a 3-year term. Trustees may be removed at any meeting of the Board by a 2/3 majority vote of the Board for cause, including gross or willful neglect of their duties. The Board shall fill a vacancy to serve the unexpired term with a new Trustee from the same district.

Any person can qualify as Trustee if 18 years or older, a member in good standing and maintains primary residence within the voting District represented. Persons that do not qualify include, inability to enter into legal contracts, employee of the Cooperative within the previous 5 years, financial interest in direct competition with services, convicted felon within 5 years of applying, party in litigation against Cooperative, or a close relative of Trustee or employee.

Board has the duty to appoint a Committee of Nominations to prepare and post a list of nominations for trustees.

Regular meetings of the Board shall be at least 6 times a year at the time and place determined by Resolution of the Board with a seven-day notice. Special meetings may be called at any time at the request of the President, Secretary or written request of at least ½ of the Trustees. Emergency meetings may be called by the President or any 2 Trustees for unforeseeable circumstances.

Board meetings are open except to matters related to personnel, disciplinary action, legal, taxation or similar affairs which are closed only to Trustees and where the President can invite another person with the consent of the Board.

The majority of the Board represents a quorum and action must be taken by the majority of the ones present at the meeting.

Trustees cannot receive salaries but can receive monthly retainer, per diem, a fixed sum to attend meetings, seminars, or business-related events, reimbursement for travel or out-of-pocket expenses as determined by resolution and Board approval.

An action can be taken without a meeting if there is collective consent in writing.

V Officers of the Board Officers are the President, Vice-President, Secretary and Treasurer who are elected by the majority of the Board. A vacancy may be filled by the Board for the unexpired term.

Officers must submit business reports at each annual meeting.

VI Conflict of Interest & Nepotism

It is conflict of interest when there is a proprietary interest, expectation to or receiving compensation from an organization or program under consideration by the Cooperative. If there is conflict, the person must abstain from voting or discussions on the matter unless requested otherwise by the Board for clarification purposes.

No member of the same immediate family can serve simultaneously on the Board. No member can be an employee for 1 year after relinquishing duties as Board member. No employee can be Board member for 1 year after employment. Immediate family member of employee cannot be eligible to vote as Board member or be eligible for employment or contractor unless allowed by a 2/3 Board approval.

XI Nonprofit Operation

The Cooperative is at all times to operate on a nonprofit basis, accounting on a patronage basis to all patrons for amounts received for electric or other service in excess of operating costs and expenses. The Board can determine to give capital credits to member’s accounts in full or in part from time to time. The Board can decide upon written request to give capital credits to representative of patron upon death.

X Disposition of Property

The Cooperative cannot dispose of more than 25% of assets, rights, merge or without the vote of 2/3 of the members at a meeting called for this purpose.

XI Books, Records, Audits, and Registered Office/Agent of the Cooperative

The General Manager shall arrange for an independent CPA to report financial statements annually, and make sure auditors or lead audit partners are rotated every 5 years.

XIV

Liability and Indemnification of Trustees and Officers

The Cooperative indemnifies any person elected, appointed, employee or agent, while acting at the request of the Cooperative unless they breach or failed to perform their duties or act willfully or recklessly. Indemnification can only take place if authorized for the specific case as approved by the Board. Indemnification is non-exclusive.

XV Miscellaneous

If member or former member fails to claim capital credits within 3 years, this will be deemed an irrevocable gift.

XVI Amendments

Amendments can pass by a majority vote of members. The Board or members may propose amendments.

Decision to dissolve the Cooperative must be by a 2/3 vote of the members.

The enchanted CEO

By Charise Swanson