NORTHWEST TELEPHONE COOPERATIVE ASSOCIATION
(As amended through September, 1999)
ARTICLE I - MEMBERS
Section 1. The limitations, conditions, restrictions and rights pertaining to membership, and the privileges, duties and obligations of the members are as set forth in the Articles of Incorporation and these By-Laws.
Section 2. All service lines, switches, and other appliances and equipment which are owned by the Cooperative and installed by the Cooperative in or on the property of any member shall at all times remain the property of the Cooperative, unless purchased and paid for by the member, and the Cooperative shall have the right and privilege to enter upon the premises of any member to repair or use any such lines, switches, or other appliances or equipment owned by the Cooperative, or to use the same, and upon the discontinuance of service for any reason, the Cooperative shall have the right to enter upon the premises of said member to remove said facilities.
Section 3. Qualifications and Obligations. The incorporators of the Cooperative shall be members of the Cooperative. Any individual, acting for himself or herself or as an accredited representative of an association, cooperative, partnership or organization, and who customarily uses the services rendered by the Cooperative, may become a member in the Cooperative by (a) paying a membership fee hereinafter specified in Section 4 of this Article; (b) agreeing to purchase from the Cooperative the amount of Communication Service hereinafter specified in Section 5 of this Article; and (c) agreeing to comply with and be bound by the other Amendments thereof, and such rules and regulations as may from time to time be adopted by the Board of Directors; provided, however, that no individual, except the incorporators, shall become a member in the Cooperative unless and until he has been accepted for membership by the affirmative vote of the majority of the members of the Board of Directors; provided further, however, that if any applicant's application for membership has not been granted or rejected by the Board of Directors prior to the meeting of the members following the date of application, such application shall be submitted to such meeting by the Board of Directors and subject to the compliance with the conditions set forth in subdivisions (a), (b) and (c) of this Section and such application for membership may be accepted by the vote of the members at such meeting, and the action of the members with respect thereto shall be final. The Secretary shall give any such applicant at least ten (10) days prior notice of the date of the members meeting to which his application will be submitted, and such applicant may be present and heard at the meeting. Any other Cooperative Association formed under Chapter 499 of the Code of the State of Iowa and engaged in any activity directly or indirectly related to any activity in which the Cooperative is engaged is also eligible to membership subject to the foregoing provisions of this Section. No individual or Association may own more than one (1) membership in the Cooperative. A husband and wife may jointly become a member and their application for a joint membership may be accepted in accordance with the foregoing provisions of this Section provided the husband and wife comply jointly with the provisions of the above subdivisions (a), (b) and (c).
Section 4. Membership Fee. The Cooperative shall have no capital stock but membership in the Cooperative shall be evidenced by the Certificate of Membership. The membership fee in the Cooperative shall be ten (10) dollars and no Certificate of Membership shall be issued until such membership fee shall have been paid in full.
Section 5. Purchase of Communication Service. Each subscriber shall, as soon as communication service becomes available, pay ten (10) dollars as a membership fee in the association. Each subscriber shall purchase from the Cooperative all communication service used on the premises specified in his application and shall pay thereof monthly at rates which shall from time to time be fixed by the Board of Directors, provided, however, that the Board of Directors may limit the amount of communication service which the Cooperative shall be required to furnish to any one subscriber. Each subscriber shall pay to the Cooperative such minimum amount per month regardless of the amount of service consumed, as shall be fixed by the Board of Directors from time to time. Each subscriber shall also pay all amounts owed by him or her to the Cooperative if and when the same shall become due and payable.
Section 6. Non-Liability for Cooperative Debts. The private property of the members shall be exempt from execution for the debts of the Cooperative and no member shall be individually responsible for any debts or liabilities of the Cooperative.
Section 7. Expulsion of Members. The Board of Directors may, by affirmative vote of not less than two-thirds (2/3) of the members of the Board of Directors, expel any member who shall have violated or refused to comply with any of the provisions of the Articles of the Cooperative or these By-Laws or any rules or regulations adopted from time to time by the Board of Directors. Any member so expelled may be reinstated as a member by a vote of the members at any annual or special meeting of the members. The action of the members with respect to any such reinstatement shall be final.
Section 8. Withdrawal of Membership. Any member may withdraw from membership upon payment in full of all of his or its debts and liabilities to the Cooperative and upon compliance with the performance of such terms and conditions as the Board of Directors may prescribe.
Section 9. Transfer and Termination of Membership. (a) Membership in the Cooperative and certificate representing the same shall not be transferable, except as hereinafter otherwise provided, and upon the death, cessation of existence, expulsion or withdrawal of a member, the membership of such member shall thereupon terminate, and the certificate of membership of such member shall be surrendered forthwith to the Cooperative. In case of termination of a membership due to voluntary cessation of utilizing the Cooperative services, a member shall not be entitled to repayment of his membership fee. In cases of expulsion, the Cooperative shall pay him or her an amount equal to the membership fee paid by him or her within sixty (60) days thereafter. In cases of death or ineligibility, it shall pay such value to him or her or his or her personal representative within two (2) years thereafter, without interest. Interest shall not in any case be paid upon the value of the membership. Any termination of membership for any reason shall not release the member from the debts or liabilities of such member to the Cooperative; (b) A jointly held membership or a membership jointly held by husband and wife may be transferred upon the written request of such joint member and in joint compliance with the provisions of subdivisions (b) and (c) of Section 1 of this Article. Such transfer shall be made and recorded on the books of the Cooperative and such joint memberships noted on the original certificate representing the membership so transferred; (c) When a membership is held jointly by husband and wife, upon the death of either, such membership shall be deemed to be held solely by the survivor with the same effect as though such membership had been originally issued solely to him or her as the case may be, and the joint membership certificate may be surrendered by the survivor and upon the recording of such death on the books of the Cooperative the certificate may be reissued to and in the name of such survivor; provided however, that the estate of the deceased shall not be released from any membership debts or liabilities to the Cooperative.
Section 10. Removal of Directors and Officers. Any member may bring charges against any officer or Director by filing them in writing with the Secretary or upon a written request signed by at least twenty (20) percent of all members, requesting the removal of the officer or Director in question. The removal shall be voted upon at the next regular or special meeting of the members and by a vote of the majority of all voting members, the officer or director may be removed. The officer or 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 witnesses. The vacancy in the Board of Directors occasioned by such removal may be filled by the members. The vacancy occasioned by the removal of any officer shall be filled by the Board of Directors as provided in Section 4 of Article III of these By-Laws.
ARTICLE II - MEETINGS
Section 1. Annual Meeting. After the first regular Annual Meeting of the members of the Cooperative which is provided under the Articles of Incorporation to be held on September 23, 1964, the Annual Meeting after the close of the business year shall be held on a date as determined annually by the Board of Directors and at such place as may be determined by the Board of Directors of the Cooperative, within the State of Iowa, and shall be designated in the notice of the meeting for the purpose of election of Directors, passing upon reports covering the previous fiscal year and transacting such business as may come before the meeting. If the day fixed for the Annual Meeting shall be a legal holiday, such meeting shall be held on the next succeeding business day. If the election of Directors shall not be held on the day designated herein for the Annual Meeting, or for any adjournment thereof, the Board of Directors shall cause the election to be at a special meeting of the members as soon thereafter as conveniently may be. Failure to hold the Annual Meeting at the designated time shall not work a forfeiture or dissolution of the Cooperative.
Section 2. Special Meetings. Special meetings of the members may be called by at least three (3) Directors or upon the written request signed by a least twenty (20) percent of all the members and it shall thereon be the duty of the Secretary to cause notice of such meeting to be given as hereinafter provided. Special meetings of the members may be held at any place within the State of Iowa, specified in the notice of the special meeting.
Section 3. Notice of Member's Meetings. Written notice stating the place, day and hour of the meeting and, in case of a special meeting or an Annual Meeting at which business requiring special notice is to be transacted, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) days nor more then twenty (20) days before the date of the meeting, either personally or by mail, by or at the direction of the Secretary, or upon a default in duty by the Secretary, by the persons calling the meeting, to each member. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the member at his address as it appears on the records of the Cooperative, with postage thereon prepaid. In case of a joint membership, notice given to either husband or wife shall be deemed notice to both joint members. The 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 any such meeting.
Section 4. Quorum. As long as the total number of members does not exceed five hundred (500), ten percent (10%) of the total number of members present in person shall constitute a quorum. In case the total number of members shall exceed five hundred (500), fifty (50) members present at any meeting shall constitute a quorum for the transaction of business. If less than a quorum is present at any meeting, a majority of those present may adjourn the meeting from time to time without further notice. The minutes of each meeting shall contain a list of the members present in person.
Section 5. Voting. Each member shall be entitled to one (1) vote and no more upon each matter submitted to a vote at a meeting of the members. At all meetings of the members at which a quorum is present, all questions shall be decided by a majority vote of the members voting thereon at such meeting in person except as otherwise provided by law, the Articles of Incorporation of the Cooperative, or by these By-Laws. If a husband and wife hold a joint membership they shall jointly be entitled to one (1) vote and no more upon each matter submitted to a vote at a meeting of the members.
Members shall cast their votes in person and not by proxy, unless the Board of Directors or the Iowa statutes specifically authorize voting by mail on a particular issue or election, in which case members shall be notified of their right to vote by mail and the procedure to be followed if a member chooses to vote by mail.
Section 6. Order of Business. The order of business at the Annual Meeting of the members and so far as possible at all other meetings shall be essentially as follows:
(a) Call of roll.
(b) Reading of the notice of the meeting and proof of the due publication or mailing thereof, or waiver or waivers of notice of the meeting, as the case may be.
(c) Reading of unapproved minutes of previous meetings of the members and the taking of necessary action thereon.
(d) Presentation and consideration of, and action upon, reports of officers, Directors and committees.
(e) Election of Directors.
(f) Unfinished business.
(g) New business.
ARTICLE III - DIRECTORS
Section 1. General Powers. The business and affairs of the Cooperative shall be managed by a board of not to exceed seven (7) Directors who shall exercise all the powers of the Cooperative except such as are by law, the Article of Incorporation of the Cooperative or these By-Laws conferred upon or reserved to the members.
Section 2. At the first regular Annual Meeting to be held on the date specified in Section 1, Article VIII of the Articles of Incorporation, nine (9) Directors shall be elected to serve until the next succeeding regular Annual Meeting of the members and until their respective successors shall have been elected and qualified. At said next succeeding regular Annual Meeting, the Directors shall be divided into three (3) classes, consisting of first class, three Directors; second class, three Directors; and third class, three Directors. At such meeting the Directors of the first class shall be elected for the term of one (1) year; those of the second class shall be elected for a term of two (2) years; and those of the third class for the term of three (3) years. At each regular Annual Meeting thereafter, a number of Directors equal to the number of Directors whose terms expire at the time of such meeting shall be elected to hold office for the term of three (3) yeas, and until their respective successors shall have been elected and qualified. The election of Directors shall be by ballot and each voting member shall be entitled to cast one (1) vote for each Director to be elected and whichever nominated candidate receives the largest number of votes shall be declared elected. At each such Annual Meeting of the members, Directors shall be elected by ballot by and from the members to succeed those Directors whose terms have expired to serve for a period of three (3) years or until their successors shall have been elected and shall have qualified, provided however, that a Director be elected for the balance of the term of the Director whose office shall have become vacant or until his successor shall have been elected and shall have qualified.
In accordance with the Articles of Incorporation, the size of the Board of Directors has been reduced to Seven (7) directors, and the number of directors shall remain seven from hereafter, unless and until the Articles of Incorporation are amended to provide otherwise. No member shall be eligible to become or remain a Director or to hold any position of trust who is not a bona-fide resident in the area served by the Cooperative, or who is in any way employed by or financially interested in a competing enterprise or business selling communication equipment to the Cooperative, and no person shall take or hold office as a Director who is the incumbent of or candidate for an elective public office, other than on a school board, city council or county trustee, provided, however, that nothing in this Section contained shall be construed to, effect in any manner whatsoever the validity of any action taken at any meeting of the Board of Directors. When a membership is jointly held by a husband and wife, either one, but not both, may be elected as a Director provided, however, that neither one shall be eligible to become or remain a Director or to hold a position of trust in the Cooperative, unless both shall meet the qualifications herein above set forth.
Section 3. Nominations. It shall be the duty of the Board of Directors to appoint not less than thirty (30) days nor more than sixty (60) days before the date of a meeting of the members at which Directors are to be elected, a committee on nominations consisting of not less than five (5) nor more than eleven (11) members, who shall be selected so as to give equitable representation on the committee to the geographical areas served by the Cooperative. No officer or member of the Board of Directors shall be appointed a member of such committee. The committee shall prepare and post at the principal office of the Cooperative at least twenty (20) days before the meeting a list of nominations for Directors. Any fifteen (15) or more members may make other nominations in writing over their signatures not less than fifteen (15) days prior to the meeting, and the Secretary shall post the same at the same place where the list of nominations made by the committee is posted. The Secretary shall also mail with the notice of the meeting, a statement of the number of Directors to be listed and showing separately the nominations made by the committee on nominations and nominations made by petition.
The provisions of this section shall not be mandatory in the case of removal of one or more directors as provided in Section 10 of Article I of these By-Laws.
Section 4. Vacancies on the Board of Directors. Subject to the provisions of Section 10, Article I of these By-Laws and Section 3 of Article IX of the Articles of Incorporation of the Cooperative, vacancies occurring in the Board of Directors between Annual Meetings of the members shall be filled by a majority vote of the remaining Directors and shall be filled in compliance with Article III, Section 2 of these By-Laws.
Section 5. Compensation. Directors as such shall not receive any salary for their services, but by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at such meeting of the Board of Directors. Except in emergencies, no director shall receive compensation for serving the Cooperative in any other capacity, nor shall any close relative of a Director receive compensation for serving the Cooperative, unless such compensation shall be specifically authorized by a vote of the members.
Section 6. Rules and Regulations. The Board of Directors shall have no power to make and adopt such rules and regulations, not inconsistent with the Articles of Incorporation of the Cooperative or these By-Laws or the laws of the State of Iowa, as it may deem advisable for the management, administration and regulation of the business and affairs of the Cooperative.
Section 7. Accounting System and Reports. The Board of Directors shall cause to be established and maintained a complete accounting system which, among other things subject to applicable laws and rules and regulations of any regulatory body, shall conform to such accounting system as from time to time may be designated by the Administrator of the Rural Utilities Service of the United States of America. All accounts of the Cooperative shall be examined by a committee of the Board of Directors which shall render reports to the Board of Directors at least four (4) times a year at regular meetings of the Board of Directors. The Board of Directors shall also after the close of each fiscal year cause to be made a complete audit of the accounts, books, and financial conditions of the Cooperative as of the end of such fiscal year. Such audit report shall be submitted to the members at the following Annual Meeting.
Section 8. Change in Rates. Written notice shall be given to the Administrator of the Rural Utilities Service not less than ninety (90) days prior to the date upon which any proposed change in the rates charged by the Cooperative for telephone service become effective.
ARTICLE IV - MEETINGS OF DIRECTORS
Section 1. Regular Meetings. A regular meeting of the Board of Directors shall be held without notice other than this By-Law, immediately after, and at the same place as the Annual Meeting of the members. A regular meeting of the Board of Directors shall also be held monthly at such time and place in Iowa as the Board of Directors may provide by resolution. Such regular monthly meeting may be held without notice other than such resolution fixing the time and place thereof, but in the event that the time and place of said regular meeting is changed from the prior resolution, then notice thereof shall be as prescribed in Section 3 hereof.
Section 2. Special Meetings. Special meetings of the Board of Directors may be called by the President or any two (2) Directors. The person or persons authorized to call special meetings of the Board of Directors may fix the time and place, which shall be in Iowa, for the holding of any Special Meeting of the Board of Directors called by them.
Section 3. Notice. Notice of the time, place and purpose of any Special Meeting or the change of time, and place of any regular meeting from the prior resolution shall be given at least two (2) days previous thereto, by written notice, delivered personally or mailed to each Director at his last know address. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed with postage thereon prepaid. 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 lawfully called or convened.
Section 4. Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, provided, that if not less than a majority of the directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.
Section 5. Manner of Acting. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
ARTICLE V - OFFICERS
Section 1. Number. The officers of the Cooperative shall be a President, Vice-President, Secretary, Treasurer and any other such officers as may be determined by the Board of Directors from time to time. The office of Secretary and Treasurer may be held by the same person.
Section 2. Election and Term of Office. The officers shall be elected by ballot annually by the Board of Directors at the first meeting of the Board of Directors held after each Annual Meeting of the members. If an election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Subject to the provisions of Section 10 of Article I and Section 3 of this Article V, each officer shall hold office until the first meeting of the Board of Directors following the next Annual Meeting of the members or until his successors shall have been duly elected and shall have qualified.
Section 3. Removal. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever, in its judgment, the best interests of the Cooperative would be served thereby.
Section 4. Vacancies. Subject to the provisions of Section 10 of Article I of these By-Laws, a vacancy in any office may be filled by the Board of Directors for the unexpired portion of the term.
Section 5. President. The President:
(a) shall be the principal executive officer and shall preside at all meetings of the members and of the Board of Directors;
(b) shall sign with the Secretary, certificates of membership and may sign any deeds, mortgages, bonds, contracts or other instruments authorized by the Board of Directors to be executed, except in cases which the signing and execution thereof shall be expressly delegated to the Board of Directors or by these By-Laws to some other officer or agent of the Cooperative, or shall be required by law to be otherwise signed or executed; and
(c) in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
Section 6. Vice-President. In the absence of the President, or in the event of his inability or refusal to act, the Vice-President shall perform the duties of the President, and when so acting may have all the powers of and be subject to all the restrictions upon the President and shall perform such other duties as from time to time may be assigned to him or her by the Board of Directors.
Section 7. Secretary. The Secretary:
(a) shall keep the minutes of the meetings of the Board of Directors in one or more books provided for that purpose;
(b) shall see that all notices are duly given in accordance with these By-Laws or as required by law;
(c) shall be the custodian of the corporate records and of the seal of the certificates of membership prior to the issue thereof, and to all documents, the execution of which on behalf of the Cooperative under its seal is duly authorized in accordance with these By-Laws;
(d) shall keep a register of the post office address of each member which shall be furnished to the Secretary by such member;
(e) shall sign with the President certificates of membership, the issue of which shall have been authorized by a resolution of the Board of Directors;
(f) shall have general charge of the books of the Cooperative in which a record of the members is kept;
(g) shall keep a file at all times with a complete copy of these By-Laws containing amendments thereto, which copy shall always be open to the inspection of any member, and at the expense of the Cooperative forward a copy of the By-Laws and all amendments thereto to each member; and
(h) shall in general perform all duties incident to the office of Secretary and such duties as from time to time may be assigned to him or her by the Board of Directors.
Section 8. Treasurer. The Treasurer or his designated agent:
(a) shall have charge and custody of and be responsible for all funds and securities of the Cooperative;
(b) shall receive and give receipts for moneys due and payable to the Cooperative from any source whatsoever, and deposit all such moneys in the name of the Cooperative in such banks as shall be selected in accordance with the provisions of Section 3, Article VI of these By-Laws; and
(c) shall in general perform all duties incident to the office of Treasurer and such duties as from time to time may be assigned to him or her by the Board of Directors.
Section 9. Manager. The Board of Directors may appoint a Manager who may be, but who shall not be required to be a member. The Manager shall perform such duties as the Board of Directors may from time to time require of him or her and shall have such authority as the Board of Directors may from time to time vest in him or her.
Section 10. Bonds of Officers. The Board of Directors shall require the Treasurer or any other officer charged with the responsibility for the custody of any of its funds or property, to give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine.
Section 11. Salaries. The compensation, if any, of any officer, agent or employee who is also a director or close relative of a Director, shall be determined by the members as provided in Section 5 of Article III of these By-Laws. The powers, duties and compensation of all other officers, agents and employees shall be fixed by the manager, subject to review and approval by the Board of Directors. The Board of Directors shall establish the compensation and duties of the manager.
Section 12. Reports. The officers shall submit at each Annual Meeting of the members, reports covering the business of the Cooperative for the previous fiscal year showing its condition at the close of such fiscal year.
ARTICLE VI - CONTRACTS, CHECKS AND DEPOSITS
Section 1. Contracts. Except as limited elsewhere by these By-Laws, the Board of Directors may authorize any officer, or officers, agent, or agents to enter into any contract or execute and deliver any instrument in the name and on behalf of the Cooperative, and such authority may be general or confined to specific instances.
Section 2. Checks, Drafts, Etc. All checks, drafts and other orders for payment of money, and all notes, bonds or other evidence of indebtedness issued in the name of the Cooperative shall be signed by such officer or officers, agent or agents, employee or employees of the Cooperative and in such manner as shall from time to time be determined by resolution of the Board of Directors.
Section 3. Deposits. All funds of the Cooperative shall be deposited from time to time to the credit of the Cooperative in such bank or banks as the Board of Directors may select.
ARTICLE VII - MEMBERSHIP CERTIFICATES
Section 1. Certificate of Membership. Membership in the Cooperative shall be evidenced by a Certificate of Membership which shall be in such form and shall contain such provisions as shall be determined by the Board of Directors not contrary to, or inconsistent with, the Articles of Incorporation of the Cooperative or these By-Laws. Such certificate shall be signed by the Chairman and Secretary and shall be sealed with the corporate seal.
Section 2. Issue of Membership Certificates. No membership certificate shall be issued for less than the membership fee fixed in Section 5, Article I, of these By-Laws, nor until such membership fee has been fully paid in cash, and such payment has been deposited with the Treasurer of the Cooperative.
Section 3. Lost Certificates. In case of a lost, destroyed, or mutilated certificate, a new certificate may be issued therefore and upon such terms and such indemnity to the Cooperative as the Board of Directors may prescribe.
ARTICLE VIII - NON-PROFIT OPERATION AND DEFERRED PATRONAGE DIVIDENDS
Section 1. Interest or Dividends on Capital Prohibited. The Cooperative shall at all times be operated on the cooperative non-profit basis for the mutual benefit of its patrons. No interest or dividends shall be paid or payable by the Cooperative on any capital furnished by its patrons.
Section 2. Allocation of Earnings. The Directors shall annually dispose of the earnings of the Association in excess of its operating expenses as follows:
(a) To provide a reasonable reserve for depreciation, obsolescence, bad debts or contingent losses or expenses.
(b) The directors shall determine the percentage or the amount of said allocation that currently shall be paid in cash. All said remaining allocation not so paid in cash shall be transferred to a revolving fund and credited to said members.
(c) Not less than one percent (1%) nor more than five percent (5%) of such earnings in excess of reserves may be placed in an educational fund to be used as the Directors deem suitable for teaching or promoting cooperation.
(d) All remaining net earnings shall be allocated to a revolving fund and shall be credited to the account of each member rateable in proportion to the business he has done with the Cooperative during each year. Such credits are herein referred to as "Deferred Patronage Dividends."
(e) The Directors shall determine the percentage or the amount of said allocation that currently shall be paid in cash, provided that so long as there are unpaid deferred patronage dividends for prior years, the amount currently payable in cash shall not exceed twenty percent (20%) of said allocation. All said remaining allocation not so paid in cash shall be transferred to a revolving fund and credited to said members and subscribers.
Section 3. Deferred patronage dividends for any year shall have priority to those for any subsequent year, except as provided in Article XI of the Articles of Incorporation, or except that the Directors may, at their discretion, pay deferred patronage dividends of deceased natural persons who were members without reference to the order of priority previously described.
ARTICLE IX - WAIVER OF NOTICE
Any member or Director may waive, in writing, any notice of meetings required to be given by these By-Laws. In case of a joint membership, a waiver of notice signed by either husband or wife shall be deemed a waiver of notice of such meeting by both joint members.
ARTICLE X - DISPOSITION OF PROPERTY
Section 1. Disposition of Property. The Cooperative may not sell, mortgage, lease or otherwise dispose of any of its property other than:
(a) property which, in the judgment of the Board of Directors, is neither necessary nor useful in operating and maintaining the Cooperative system; provided, however, that the sale of such property shall not in any one year exceed ten percent (10%) in value of all the property of the Cooperative;
(b) services of all kinds, including communication service;
(c) personal property acquired for resale;
unless such sale, mortgage, lease or other disposition or encumbrance is authorized at a meeting of the members thereof, by the affirmative vote of not less than two-thirds (2/3) of all of the members of the Cooperative, and unless the notice of such proposed sale, mortgage, lease or other disposition or encumbrance shall have been contained in the notice of the meeting, provided, however, that notwithstanding anything herein contained, the Board, without authorization by the members thereof, shall have full power and authority to authorize the execution and delivery of a mortgage or mortgages or a deed or deeds or trust upon, or the pledging or encumbering of, any or all of the property, assets, rights, privileges, licenses, franchises and permits of the Cooperative, whether acquired or to be acquired, and wherever situated, as well as the revenues and income therefrom, all upon such terms and conditions as the Board shall determine, to secure any indebtedness of the Cooperative to the United States of America or any instrumentality or agency thereof.
Section 2. A sale, lease exchange or other disposition of all or substantially all of the property and assets of the Cooperative, with or without the good will, if not made in the usual and regular course of business, may be made upon terms and may consist in whole or in part of money or property, real or personal, including shares of any other Cooperative association organized under the statutes of the State of Iowa, as long as such sale, lease, exchange or other disposition is authorized in the following manner:
(a) The Board of Directors of the Cooperative shall adopt a resolution recommending the sale, lease, exchange, or other disposition and directing the submission thereof to a vote at a meeting of the membership, which may be either an annual or special meeting.
(b) Written or printed notice of the proposal shall be given to each member of record entitled to vote at the meeting within the time and in the manner provided by the Articles of Incorporation for the giving of notice of meetings of members and whether the meeting be an annual or special meeting, shall state that the purpose, or one of the purposes of the meeting is to consider the proposed sale, lease, exchange or other disposition of substantially all of the property and assets of this Cooperative.
(c) At the meeting the membership may authorize the sale, lease, exchange or other disposition and may fix, or may authorize the Board of Directors to fix, any and all of the terms and conditions thereof and the consideration to be received by this Cooperative. Such authorization shall be approved if two-third (2/3) of the members vote affirmatively on a ballot on which a majority of all voting members of the Cooperative participate.
(d) After the authorization by the vote of members, the Board of Directors of the Cooperative may nevertheless in its discretion abandon the sale, lease, exchange or other disposition of assets, subject to the rights of third parties under any contracts relating thereto without further action or approval by the members.
ARTICLE XI - FISCAL YEAR
The fiscal year of the Cooperative shall begin on the first day of January each year and end on the thirty-first day of December of the same year.
ARTICLE XII - MEMBERSHIP IN OTHER ORGANIZATIONS
The Cooperative shall not become a member in any other organization without an affirmative vote of the Directors at a meeting called as provided in these By-Laws, and the notice of said meeting shall specify such proposed membership as an item of business.
ARTICLE XIII - SEAL
The corporate seal of the Cooperative shall be in the form of a circle and shall have inscribed thereon the name of the Cooperative and the words "Corporate Seal, Iowa."
ARTICLE XIV - AMENDMENTS
These By-Laws may be altered, amended, or repealed by a vote of seventy-five percent (75%) of the Directors of the Association, and they shall remain in force until altered, amended, or repealed by a vote of seventy-five percent (75%) of the members present or represented having voting privileges, at any annual meeting or special meeting of the membership provided the notice of any such meeting contains a copy of the proposed alteration, amendment, or repeal.
ARTICLE XV - LIABILITY AND INDEMNIFICATION
Except as otherwise provided by Iowa law, a director, officer, employee, or member of the Cooperative is not liable on the debts or obligations, and a director, officer, member or other volunteer is not personally liable in that capacity for a claim based upon an act or omission of the person performed in the discharge of the person's duties, except for a breach of the duty of loyalty to the Cooperative, for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of the law, or for a transaction from which the person derives an improper personal benefit.
The Cooperative may indemnify any present or former director, officer, employee, member, or volunteer in the manner and in the instances authorized in Iowa Code section 499.59A (1999) as amended.