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Operation Round Up Bylaws
BYLAWS
OF
McKENZIE ELECTRIC TRUST
(a non-profit corporation)
ARTICLE I
NAME OF ORGANIZATION
(non-profit)
The name of the corporation shall be the
McKenzie Electric Trust
Herein below referred to as
"TRUST"
ARTICLE II
PURPOSE OF ORGANIZATION
The purpose of the TRUST shall be the accumulation and disbursement of funds for charitable purposes in the service area of McKenzie Electric Cooperative, Inc. Upon dissolution of the TRUST, any remaining funds shall be distributed only for charitable purposes.
ARTICLE III
FUNDING
The TRUST shall be funded by such rules and regulations as may be promulgated by the Board of Directors of McKenzie Electric Cooperative, Inc. and from any other source of funds available to the said TRUST.
ARTICLE IV
BOARD OF DIRECTORS
The TRUST shall be administered by a nine (9) person Board of Directors. The initial Board of Directors shall be composed of nine (9) persons residing in McKenzie Electric Cooperative, Inc. service area. The board shall have at least (1) one member from each Region in McKenzie Electric Cooperative, Inc. service area. .
At the initial organizational meeting of the Board of Directors the members of the Board shall by lot draw for terms of office of one (1), two (2), and three (3) years. The terms of the directors shall be staggered so that three directors, each from a different region, will be selected each year. Thereafter, the terms of office for each Board member shall be for a period of three (3) years.
ARTICLE V
QUALIFICATIONS OF BOARD MEMBERSHIP
A Board member of the TRUST shall be at least eighteen (18) years of age, a permanent resident of the region from which he is chosen and of good moral character. It shall be necessary for members of the Board of Directors of the TRUST to be members of McKenzie Electric Cooperative, Inc. No person seeking or holding a seat on the Board of Directors of McKenzie Electric Cooperative, Inc. shall remain a member of the TRUST Board.
ARTICLE VI
SELECTION OF BOARD OF DIRECTORS
The initial Board of Directors shall be designated by the Board of Directors of McKenzie Electric Cooperative, Inc. Thereafter, when vacancies are to be filled or when terms expire, persons shall be named to their respective vacancies on the said Board of Directors by a vote of the Board of Directors of McKenzie Electric Cooperative, Inc. The existing Board of Directors of the TRUST may make recommendations to the Board of Directors of McKenzie Electric Cooperative, Inc. for nominees for the TRUST Board.
ARTICLE VII
COMPENSATION FOR DIRECTORS
No director shall receive compensation for serving on the Board of Directors of the TRUST. Such Board members may, however, be reimbursed for mileage and out of pocket expenses incurred while on the business of the TRUST when such business is sanctioned by the Board of Directors of said TRUST.
ARTICLE VIII
MEETING OF THE BOARD OF DIRECTORS
A. REGULAR MEETING: The Board of Directors of the TRUST shall meet not less than quarterly at a place designated by the Board. The Board of Directors may meet at such other times as they may deem at their discretion to be necessary. Attendance at such meeting may be held via telecommunications.
B. SPECIAL MEETINGS: Special meetings of the Board of Directors may be called by the President or by any three (3) Directors and it shall thereupon be the duty of the Secretary to cause a Notice of such meeting to be given as hereafter provided. The Chairman or Directors calling such meeting shall fix the time and place.
C. NOTICE OF DIRECTORS MEETING: Written notice of the time and place
of regular and special meetings of the Board of Directors shall be delivered to member of the Board not less than five (5) days prior thereto, either personally, by mail, by email or at the direction of the Secretary, and upon default in that duty by the Secretary, then by the Chairman or the Directors calling for such meeting.
ARTICLE IX
QUORUM
A majority of the Board of Directors shall, unless otherwise designated in these Articles, constitute a quorum. In the event that less than a majority of the Board of Directors is present at any meeting, the majority of those Directors present may adjourn the meeting and designate a place and time for the next meeting, under which circumstances the Secretary shall notify the absent members of the place and time of the next meeting. An act of the majority of the Board of Directors present at any meeting at which a quorum is present, and unless otherwise provided in these By-Laws, shall be the act of the Board of Directors of the Trust.
ARTICLE X
REMOVAL OF MEMBER OF BOARD
Any member of the Board of Directors of the TRUST shall automatically cease to be a member of said Board if and in the event such member misses three (3) successive "regular" meetings as outlined in Section "A" of Article VIII of these By-Laws. Any members of the Board of Directors of the TRUST may otherwise be removed for cause from the Board by a two-thirds (2/3) vote of the entire Board of Directors of the TRUST.
ARTICLE XI
OFFICERS OF THE CORPORATION
The officers of the TRUST shall be a Chairman, a Vice-Chairman, a Secretary and a Treasurer, and such other officers as may be determined by the Board from time to time. For the purpose of these By-Laws, the above four (4) officers shall constitute the Executive Committee of the TRUST.
ARTICLE XII
ELECTION OF OFFICERS AND TERMS OF OFFICE
The officers shall be elected annually by the Board of Directors at a meeting of the Board of Directors held on an annual basis after the initial organizational meeting. Contested elections shall be decided by secret ballot.
The terms of office shall be for one (1) year, however, nothing shall prevent an officer from being re-elected to consecutive terms of office.
ARTICLE XIII
EX OFFICIO MEMBERS OF BOARD OF DIRECTORS
The General Manager of McKenzie Electric Cooperative, Inc. shall be an ex officio member of the Board of Directors of the TRUST. The TRUST may from time to time have other such ex officio members as the Board of Directors may in its discretion determine as necessary or prudent.
ARTICLE XIV
POLICIES, RULES AND REGULATIONS
The Board of Directors of the TRUST shall have the power to make and adopt such rules and regulations, not inconsistent with law, the Articles of Incorporation or these By-Laws, as it may deem advisable for the management, administration and regulation of the business and affairs of the TRUST.
ARTICLE XV
DUTIES OF OFFICERS
A. CHAIRMAN: The Chairman shall be the principal executive officer of the TRUST and, unless otherwise determined by the Board of Directors, shall preside at all meetings of the Board of Directors and in general perform all duties incidental to the office of Chairman and such other duties as may be prescribed by the Board of Directors from time to time.
B. VICE-CHAIRMAN: In the absence of the Chairman, or in the event of his inability or refusal to act, the Vice-Chairman shall perform the duties of the Chairman, and when so acting, shall have all the power of and be subject to all the restrictions upon the Chairman. The Vice-Chairman shall also perform such other duties as from time to time may be assigned to him by the Board of Directors.
C. SECRETARY: The Secretary shall be responsible for the keeping of the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose; be responsible for seeing that all notices are duly given in accordance with these By-Laws or as required by law; be custodian of the corporate record and of the seal of the TRUST and affix the seal of the TRUST to all necessary documents, the execution of which on behalf of the TRUST under its seal is duly authorized in accordance with the provision of these By-Laws; have general charge of the books of the TRUST; be responsible for the keeping on file at all times a complete copy of the Articles of Incorporation and By-Laws of the TRUST containing al amendments thereto; and, in general, perform all duties incidental to the office of the Secretary and such other duties as from time to time may be assigned to him by the Board of Directors.
D. TREASURER: The Treasurer shall have charge and custody of and be responsible for all funds and securities of the TRUST; be responsible for the receipt of and the issuance of receipts for monies due and payable to the TRUST from any source whatsoever, and for the deposit of all such monies in the name of the TRUST in such bank or banks as shall be selected in accordance with the provision of these By-Laws; and in general perform all the duties incidental to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board of Directors.
ARTICLE XVI
CHECK SIGNING
Any and all checks issued by the TRUST, for any purpose, shall be signed by two (2) officers; or one (1) officer and one (1) such other person; or two (2) such other persons as may be designated by the Board of Directors as having check signing authority.
ARTICLE XVII
DISBURSEMENT OF FUNDS
Except as otherwise provided by these By-Laws, the Board of Directors of the TRUST shall have the full and sole responsibility for the disbursement of all monies of the TRUST in accordance with these By-Laws and the policies as adopted by the Board of Directors.
Prior to the consideration, by the Board of Directors of the TRUST, of any disbursement, member(s) of the Board of Directors of the TRUST shall disclose and explain any personal and/or business interest, connection, kinship, or other association he or she has with the person, family, group, corporation or other entity under consideration for funding by the TRUST.
Such member shall, if requested by the Chairman or any three (3) members of the Board of Directors of the TRUST, excuse himself or herself from the meeting and not participate in the discussion of or voting on the disbursement.
If no request is made that the interested director excuse himself or herself from the meeting, then and in that event, said director may participate in the discussion of the disbursement but shall not vote on the disbursement.
ARTICLE XVIII
ACCUMULATION OF FUNDS
McKenzie Electric Cooperative, Inc. shall transfer funds collected by it for the benefit of the TRUST on a regular basis, but in no event less than quarterly. The TRUST may also solicit and accept contributions from other sources as deemed appropriate by its Board of Directors.
ARTICLE XIX
INVESTMENT OF FUNDS
The Board of Directors of the TRUST shall be responsible for the funds entrusted to it and shall make such investment of said funds in a manner which is reasonable and prudent and in keeping with these By-Laws and the policies of the TRUST.
ARTICLE XX
AMENDMENT OF BY-LAWS
These By-Laws may be altered, amended, or repealed by the Board of Directors of McKenzie Electric Cooperative, Inc. at any regular meeting of said Board after at least ten (10) days notice. The Board of Directors of the TRUST may make advisory recommendations to the Board of Directors of McKenzie Electric Cooperative, Inc.
ARTICLE XXI
ACCOUNTING SYSTEM & REPORTS
The Board of Directors of the TRUST shall cause to be established and maintained a complete accounting system such that is in keeping with sound financial management and further more the Board of Directors of the TRUST shall make reports to the Board of Directors of McKenzie Electric Cooperative, Inc. on the operation and expenditures of the TRUST as may be necessary and prudent, but in no case less than annually.
ARTICLE XXII
POLITICAL CONTRIBUTIONS
No funds of the TRUST shall in any fashion by used to support any candidate for political office or for any political purpose.
ARTICLE XXIII
BORROWING FUNDS
The TRUST shall NOT have the authority to borrow monies from any bank, savings and loan or other institutions for any purpose.
ARTICLE XXIV
EMERGENCY EXPENDITURE
The Executive Committee of the TRUST by a vote of at least three (3) of its members may from time to time make expenditures on an emergency basis, in accordance with these By-Laws; and policies adopted by the Board of Directors of the TRUST; and in accordance with the purpose of this TRUST, in an amount not exceeding ONE THOUSAND AND NO/100THS ($1,000.00) DOLLARS, to any person, family, group or organization.
Such emergency expenditure shall be fully disclosed by the Executive Committee at the next regularly called meeting of the Board of Directors of the TRUST.
ARTICLE XXV
AMOUNT OF EXPENDITURES
UNLESS otherwise provided by these By-Laws and in keeping with the purpose of this trust the Board of Directors of the TRUST may make annual expenditures of TRUST funds by majority vote of members present at a meeting and constituting a quorum according to the following rules:
a.) Not more than TWO THOUSAND FIVE HUNDRED AND NO/100THS ($2,500.00) DOLLARS, annually to any individual.
b.) Not more than TEN THOUSAND AND NO/100THS ($10,000.00) DOLLARS, annually to any family unit, group, organization, charity or like organization.
ARTICLE XXVI
EXPENDITURES EXCEEDING TEN THOUSAND
AND NO/100THS ($10,000.00) DOLLARS
Notwithstanding any other provision of these By-Laws the Board of Directors of the TRUST may, by a two-thirds (2/3) vote of the entire Board of Directors [six (6) members] make expenditures in any amount to any person(s); family unit, group, organization, charity or like organization which such members determine is in keeping with the purpose and spirit of the TRUST and these By-Laws.
ARTICLE XXVII
RETENTION OF FUNDS
The Board of Directors of the TRUST shall in its discretion and in accordance with other restrictions imposed by these bylaws, expend any and all monies except FIVE HUNDRED AND NO/100THS DOLLARS ($500.00) to be kept in reserve.
ARTICLE XXVIII
PROXY VOTING
There shall not exist proxy voting at any meeting of the Board of Directors of the TRUST.
ARTICLE XXIX
AUDIT
The Board of Directors of the TRUST shall on an annual basis cause the books and records of the TRUST to be required to have an agreed upon procedures engagement conducted by a competent party outside the employment of McKenzie Electric Cooperative, Inc.
ARTICLE XXX
FISCAL YEAR
The Fiscal Year of the TRUST shall commence on the 1st day of January of each calendar year and end on the 31st day of December of each calendar year.
ADOPTED: April 2008
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