TwinLakes2022TelcoArchive

BYLAWS

4. Presentation and consideration of reports of officers, directors and committees.

business selling telephone services, video services, or any business selling material amounts of supplies, products, or services to the cooperative or its subsidiaries. The Board may, by general rule or in particular circumstances, determine which interests in competing enterprise are material; or, 3. is engaged in theconstructionormaintenance; including right-of-way maintenance of the lines of the cooperative; or, (c) does not have the capacity to enter into a legally binding contract; or, (d) is or has been an employee of the Cooperative within three (3) years of date of the annual meeting at which the Director takes office; or, (e) is closely related to an incumbent Director or an employee of the Cooperative. As used here, “closely related” means a person who is related to the principal person by consanguinity or affinity, to the second degree or less – that is, a person who is either a spouse, child, grandparent, parent, brother, sister, aunt, uncle, nephew, or niece, by blood or in-law, of the principal. However, no incumbent Director shall lose eligibility to remain a Director or to be reelected as a Director if he or she becomes a close relative of another incumbent Director or of a Cooperative employee because of a marriage to which he was not a party; neither shall an employee lose eligibility to continue in the employment of the Cooperative if he or she becomes a close relative of a Director because of a marriage to which he or she was not a party; or, (f) who was discharged from employment at the Cooperative for just cause or disciplinary reasons; or, (g) has been or is convicted of or pled guilty to a felony. Upon establishment of the fact that a director is holding office in violation of any of the foregoing provisions, the Board shall remove such director from office. Nothing contained in this section shall affect in any manner whatsoever the validity of any action taken at any meeting of the Board. SECTION 4.01. Notice of Directors to be Elected. Not less than thirty (30) days prior to the first Friday in April, the Secretary of the Cooperative or his/her designee, shall give written notice of the Directors whose terms shall expire and which group of Directors as set forth in Article IV, Section 2 shall be voted on. Such notice shall be by mail to all members eligible to vote at the billing address

reflected on the Cooperative’s records. Such notice shall include the places where qualifying petitions and other information as determined by the Board may be obtained for the purpose of qualifying as a candidate for a Director. SECTION 4.02. Qualifying Petitions. In order for a member to become a qualified candidate for election as Director, he/she shall file with the Secretary of the Cooperative or with a duly appointed representative a written petition nominating such person as a candidate and signed by the candidate and not less than fifteen (15) other members in good standing. Such other information as the Board deems necessary or appropriate to determine the eligibility of the candidate shall be filed with the petition. The petition and other information shall be made available at each Business Office of the Cooperative, and shall be filed with the Secretary or his designee between the first Friday in April to the first Friday in July of each year. SECTION 4.03. Directors Credentials Committee. The Chairman of the Board or the Vice-Chairman, when appropriate, shall appoint not more than five (5) Directors to serve as a Credentials Committee to pass upon the eligibility of a member to become a candidate. This committee shall be appointed by the first Friday in August. The Credentials Committee shall meet as necessary to elect a Chairman and review the petitions and accompanying documents to determine if a member is a qualified candidate for a Director. The Committee shall immediately thereafter notify in writing each and every member who filed a petition of its findings and shall certify to the Secretary of the Cooperative its findings. In the exercise of its responsibility, the Committee shall have available to it the advice of counsel provided by the Cooperative. Any protest or objection to not being qualified shall be filed with the Committee in writing within three (3) business days next following delivery of the notification of non-eligibility. Upon request of same the Committee shall thereupon be reconvened, upon notice from its Chairman, not less than seven (7) business days after such protest or objection is filed. The Committee shall hear such evidence as is presented by the protestor(s) or objector(s), who may be heard in person, by counsel, or both, and any opposing evidence: and the Committee, by vote of a majority of those present and voting, shall immediately after such hearing, render its decision. The Committee may not act on any matter unless a majority of the Committee is present. The Committee’s decision on all matters covered by this Section shall be final. The report or certificate of its decision shall constitute prima facie evidence of the facts stated therein. SECTION 5. Removal of Directors by Members. Any member may bring charges against a director

5. Election of directors. 6. Unfinished business.

7. New business. 8. Adjournment.

ARTICLE IV DIRECTORS

SECTION 1. General Powers. The business and affairs of the Co-op shall be managed by a board of 11 directors which shall exercise all of the power of the Co-op except such as are by law, the charter of incorporation or these bylaws conferred upon or reserved to the members. SECTION 2 . Election and Tenure of Office. At each annual meeting of the members, beginning with the year 1962, the 11 directors shall be divided into three classes, the classes to be composed of 4-4-3 directors, with the term of office of the 4 directors of the first class to expire at the next succeeding annual meeting; and the term of the second class to expire at the second succeeding annual meeting; and the term of the third class to expire at the third succeeding annual meeting. At each annual meeting, four (4) or three (3) directors shall be elected to hold office for three (3) years. Further, any director or directors appointed to fill a vacancy or vacancies that may have occurred since the last annual meeting (see Vacancies-Article IV, Section 6) will be elected for the remainder of the unexpired term of the replaced director or directors, and filing of such vacancy or vacancies shall be by a member from the area where the vacancy or vacancies occurred. The directors, classified as aforesaid, shall be elected by ballot, by and from the members to serve as herein above provided, or until their successor, or successors, shall have been elected, and shall have qualified, subject to the provisions of the bylaws with reference to the removal of directors. SECTION 3. Qualifications. No person shall be eligible to become or remain a director of the Co-op who: (a) is not a member and is not presently residing in the area served or to be served by the Co-op; or, (b) is any way employed by, affiliated with, or financially interested in: 1. a competing enterprise with the cooperative or in any entity in which the cooperative has an interest; or, 2. is employed by or owns a competing business or (supplies products or services to the cooperative or its subsidiaries)

38