Bylaws

Article IV. Trustees

Section 1. General Powers
The business and affairs of the Cooperative shall be managed by a board of seven trustees which shall exercise all of the powers of the Cooperative except such as are by law, the Articles of Incorporation or these bylaws conferred upon or reserved to the members.

Section 2. Election and Tenure of Office
Trustees shall be elected by majority vote if there is a contest at each district meeting. Said trustees shall be elected for staggered terms as was established at the annual meeting of members that was held in the year 1970. Thereafter, trustees shall be elected only for those trustees whose terms have expired, and they shall be elected for a term of three years. Prior to the annual meeting for each year a district election shall be held in the districts where the trustee's tenure of office shall have expired, for the purpose of electing by and from the membership of such district a trustee to represent such district.
In the event only one person, otherwise qualified, is duly nominated as trustee for any district on or before the date set out and in the manner provided for in Article IV, Section 5, such person shall be deemed elected as such trustee as provided for in Article III, Section 7 (5) at the next annual meeting of the members without the necessity of holding an election in the district concerned prior to the annual meeting. (Amended September 6, 1997)
A quorum of fifty (50) or three percent (3%) of the district membership, whichever number is larger, shall be present at the district election. These district elections shall be held concurrently with the date of such election being set by the Board of Trustees to occur not less than seven (7) days nor more than thirty-one (31) days prior to the annual meeting.
The Secretary shall mail to the membership notice of such district election no less than seven (7) days nor more than twenty-one (21) days prior to the election giving the time, date and place where the election is to be held and shall make available a membership roster identifying members as to the district in which the member resides and shall vote.
The Board of Trustees shall appoint an election committee of five (5) members not less than thirty (30) days prior to the election who shall in turn, select one as their chairman. Members of the committee so appointed shall be from the district where the election is to be held and shall conduct the business of that election, and, if necessary, the run-off election when no candidate receives a majority vote. The election and the run-off election shall be held on the same date. The run-off election shall be between the two (2) candidates who receive the highest percentage of the votes in the main election and in the event of a tie vote in the run-off election, the election shall be resolved by a secret vote of the five (5) member election committee.
The minutes of each such district elections and balloting records shall be preserved for the Board of Trustees who shall verify and sanction the election results before the annual meeting.
In the event of a contested election for trustee is not held in any year, for the lack of a quorum, the incumbent trustee shall continue in office until a district election is held in the following year or, if necessary, the next following year or years, under the afore-mentioned rules and said trustee shall have qualified; provided, however, that trustees shall be elected for terms of office so as to continue staggered terms, and those trustees whose terms have heretofore first expired shall be elected for the shorter term, but in no event shall any trustees be elected for a term to exceed three years. (Amended September 6, 1997)
A trustee-elect, who for any reason (excluding illness or family emergency) does not take the oath of office at the annual meeting, thus creating a vacancy; such vacancy shall be filled by the selection of a qualified candidate by the Board of Trustees to fill the unexpired term within ninety (90) days of the date of the vacancy. Under any circumstances, the oath of office is required for all trustees. (Amended September 6, 1997)

Section 3 (a). Qualifications
No person shall be eligible to become or remain a board member of the cooperative who:
(1) Is not a member and bonafide resident of the particular district which he is to represent;
(2) Is in any way employed by or financially interested in or has invested in a competing enterprise or business selling electric energy or supplies to the Cooperative, or a business primarily engaged in selling electrical or plumbing, appliances, fixtures, or supplies to the Cooperative;
(3) Will not agree to attend meetings of the board on a regular basis and to attend a reasonable number of essential seminars, workshops, state, regional and national meetings, provided however, only two trustees shall attend any out-of-state seminar, workshop or meeting with such attendance to be rotated among all members of the board of trustees. No person shall be eligible to become or remain a member of the board who after election, does not make a good faith effort to perform his agreement, or fails to attend at least eighty (80) percent or more of the board meetings each year or;
(4) Does not demonstrate by his or her actions an understanding of and belief in cooperative principles and way of doing business, and continue to support the continuity of their cooperative or;
(5) Is not qualified, registered voter for state and federal elections;
(6) Each trustee shall be subject to a credit check on or before December 31 of each year. Any trustee found to have an unsatisfactory credit record shall be subject to removal from office by the remaining trustees. (Amended October 1986)

Section 3(b). Removal of Trustees by the Board
Upon establishment of a charge or charges with supporting evidence that a board member is holding the office in violation of any of the foregoing provisions, the Board of Trustees shall remove such board member from office.
A trustee so charged shall receive, in writing, the specific charges at least ten (10) days prior to the board meeting where the charges with supporting evidence shall be presented. The trustee so charged shall have an opportunity at the board meeting to be heard in person and/or by counsel and to present evidence in respect of the charges; and the trustee presenting the charges against the trustee so charged shall have the same opportunity. In the event such trustee so charged is found guilty by a majority vote of the Board of Trustees he/she shall be removed from the board as a trustee. In such event, the remaining members of the Board of Trustees shall by a majority vote elect a qualified trustee to fill the vacancy in compliance with Section 3-A above and the trustee so elected by the Board shall serve the unexpired term of office. (Amended October 1986)

Section 4. District Representation
The territory served by the Cooperative shall be divided into seven districts, each of which shall contain as nearly as possible the same number of members. Each district shall be represented by one board member. A board member representing a particular district must reside within that district. The original seven districts shall be as follows: (Amended October 1986)
Districts 1 through 7 As represented on the map using grid coordinate locations as designated by Coosa Valley Electric Cooperative, Inc., electronic mapping system. (Approved by the Board of Trustees May 28, 2002, (amended June 25, 2002).
A detailed map is on display at the office of Coosa Valley Electric Cooperative, inc., 69220 AL Hwy. 77, Talladega, AL 35160; telephone, (256) 362-4180 or 1-800-273-7210.
Not less than 90 days before any meeting of the members at which board members are to be elected, the Board of Trustees shall review the composition of the seven districts and, if it should fine inequalities in representation which could be corrected by a redelineation of districts, the board shall reconstitute the districts so that each shall contain as nearly as possible the same number of members. (Amended October 1986)

Section 5. Nominations
All nominations for trustees shall be made by a petition signed by at least 50 qualified members of the Cooperative who reside in and receive service in the district for which such candidate for trustee is nominated. Signatures shall be in accordance with Article I, Section 2(b). Such petition shall be filed with the Secretary of the Board of Trustees at the main office of the Cooperative on or before the first day of July in the year the election for such trustee is to be held in order for such person nominated therein to be eligible for election as trustee if otherwise qualified under Article IV, Section 3-A. The qualifications of such candidate shall be considered and voted upon the Board of Trustees at their regular monthly meeting held during the month of July prior to the district election and if such candidate or candidates so nominated shall not meet all the qualifications for such trustee, such person shall be eligible to hold office as such and it shall be the duty of the Secretary to give immediate written notice to the candidate so nominated of such qualification. The nominating petitions shall be verified by the Secretary of the board as to membership and district residency.
Nominations made in any manner except as provided above shall not be considered at the district elections held for such purpose of electing trustees, not shall any person, otherwise qualified be eligible to hold office as such trustee unless nominated in such manner. In the event only one person, otherwise qualified, is duly nominated as trustee for any district on or before the date set out above, and in the manner provided for above, such person shall be deemed elected as such trustee and shall commence to serve as such trustee as provided in Article III, Section 7 (5) at the next annual meeting of the members without the necessity of holding an election in the district concerned prior to the annual meeting of the members. When more than one nomination for trustee for any district has been made in the manner provided above, the Secretary shall mail to the membership of that district, with the notice of the district election, a statement of the names and addresses of the candidates listing the districts that they are to be elected in and their names listed in alphabetical order. (Amended October 1986)

Section 6. Removal of Trustees by Members
Any member may bring charges against a trustee by filing such charges in writing with the Secretary, together with a petition signed by at least ten percent of the members or 300, whichever is the lesser, and request the removal of such Trustee by reason thereof. The trustee against whom such charges have been brought shall be informed in writing of the charges at least ten days prior to the meeting at which time the charges are to be considered and shall have an opportunity at the meeting to be heard in person or by counsel and to present evidence in respect of the charges; and the person or persons bringing the charges against him shall have the same opportunity.
The question of the removal of such Trustee shall be considered and voted upon at the meeting of the members and any vacancy created by such removal shall be filled by vote of the members at such meeting without compliance with the foregoing provisions with respect to nominations.
A trustee so charged by the members may resign from the Board of Trustees prior to the meeting of the members. Such vacancy on the Board of Trustees shall be filled by a majority vote of the membership at such meeting and such trustee so elected shall serve the unexpired term of office. (Amended October 1986)

Section 7. Vacancies
Subject to the provisions of these bylaws with respect to the filing of vacancies caused by death, health problems, moving out of the district or voluntary resignation, a vacancy occurring in the Board of Trustees shall be filled by the affirmative vote of a majority of the remaining Trustees for the unexpired portion of the term. (Amended October 1986)

Section 8. Compensation
Board members shall not receive any salary for their services as such, except that board members of the Cooperative may by resolution authorize a fixed sum for each day or portion thereof spent on Cooperative business, such as attendance at meetings, conferences and training programs or performing committee assignments when authorized by the Board of Trustees. If authorized by the Board, board members may also be reimbursed for expenses actually and necessary incurred in carrying out such Cooperative business or granted a reasonable per diem allowance by the Board in lieu of detailed accounting for some of these expenses. No Board member shall receive any compensation for serving the Cooperative in any other capacity, nor shall any close relative of a Board Member receive compensation for serving the Cooperative, unless the payment and amount of compensation shall be specifically authorized by a vote of the members or the service by the Board Member or his close relative shall have been certified by the Board as an emergency measure.

Section 9. Bankruptcy
No trustee shall support in any manner the filing of a cooperative voluntary bankruptcy petition under any condition or for any purpose that would violate, alter or circumvent the Articles of Incorporation or the intent of the articles in the bylaws. (Amended October 1986)