WesternKentucky2024

Board in the specific case, upon receipt of a firm commitment by or on behalf of the trustee, officer, employee, or agent to repay such amount unless it shall ultimately be determined that he or she is entitled to be indemnified by Co-op as authorized in this A icle. SECTION 5. Rights of Persons Indemnified. The indemnification provided by this A icle shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled hereunder or under any agreement, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a trustee, officer, employee, or agent, and shall inure to the benefit of the heirs, executors, and administrators of such a person. SECTION 6. Insurance Coverage. The Co-op may purchase and maintain insurance on behalf of any person who is or was a trustee, officer, employee, or agent of Co-op, or who is or was serving at the request of Co-op as a director, officer, employee or agent of another cooperative, association, corporation, pa nership, joint venture, trust, or other enterprise, against any liability asse ed against such person and incurred by such person in any such capacity, or arising out of the status of such person as such, whether or not the Co-op would have the power to indemnify such person against any liability under the provisions of this A icle. The Co-op may not sell, mo gage, lease or otherwise dispose of or encumber all or any substantial po ion of its prope y unless such sale, mo gage, 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 Co-op, and unless the notice of such proposed sale, mo gage, 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 mo gage or mo gages or a deed or deeds of trust upon, or the pledging or encumbering of, any of all or the prope y, assets, rights, privileges, licenses, franchises and permits of the Co-op, 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 Co-op to (i) the United States of America or any instrumentality or agency thereof, (ii) a national financial institution, organized as a cooperative, in which the Co-op holds membership, or (iii) any financial institution insured by the Federal Deposit Insurance Corporation; provided fu her that the Board may upon the authorization of a majority of those members of the Co-op present at a meeting of the members thereof, sell, lease, or otherwise dispose of all or a substantial po ion of its prope y to another Co-op or foreign corporation doing business in this State pursuant to the Act under which this Co-op is incorporated. ARTICLE IX DISPOSITION OF PROPERTY

SECTION 5. Fiscal Year. The fiscal year of the Co-op shall begin on the first day of January of each year and shall end on the thi y-first day of December of the same year.

ARTICLE XII MISCELLANEOUS SECTION 1. Membership in Other Organization.

The Co-op shall not become a member of or purchase stock in any other organization without an affirmative vote of the members at a duly held meeting, the notice of which shall specify that action is to be taken upon such proposed membership or stock purchases, provided, however, that the Co-op may upon the authorization of the Board, purchase stock in or become a member of any corporation or organization organized on a non-profit basis for the purpose of engaging in or fu hering the cause of area-wide rural telecommunications service, or, with the approval of the Administrator of the USDA Rural Development Rural Utilities Service of the United States of America, of any other corporation for the purpose of acquiring telecommunications facilities or assuring more adequate telecommunications service to its members. SECTION 2. Rules and Regulations . The Board shall have power to make and adopt such rules and regulations, not inconsistent with law, the A icles of Incorporation or these Bylaws, as it may deem advisable for the management of the business and affairs of the Co-op. SECTION 3. Accounting System and Repo s. The Board, through officers and agents of the Co-op, shall cause to be established and maintained a complete accounting system which, among other things, and subject to applicable laws and rules and regulations of any regulatory body, shall conform to such accounting system as may from time-to-time be designated by the Administrator of the USDA Rural Development Rural Utilities Service of the United States. The Board shall also, a er the close of each fiscal year, cause to be made a full and complete audit of the accounts, books and financial conditions of the Co-op, as of the end of such fiscal year. Such audit repo s shall be submi ed to the members at the next following annual meeting.

ARTICLE XIII AMENDMENT

These Bylaws may be altered, amended or repealed by the affirmative vote of not less than two thirds (2/3) of all the trustees at any regular or special meeting, provided a notice of such meeting shall have contained a copy of the proposed alteration, amendment or repeal.

END

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ARTICLE X SEAL

The corporate seal of the Co-op shall be in the form of a circle and shall have inscribed thereon the name of the Co-op and the words “Corporate Seal Kentucky”. In the event it is inconvenient to affix such a seal at any time, the words “Corporate Seal” or the word “Seal” accompanying the signature of an officer signing for and on behalf of the Co-op shall be the seal of the Co-op.

ARTICLE XI FINANCIAL TRANSACTIONS SECTION 1. Contracts.

Except as otherwise provided by law or in these Bylaws, the Board 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 Co-op, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent or employee shall have any power or authority to bind the Co-op by any contract or to pledge its credit or to render it liable for any sum of money, or for any other purpose. SECTION 2. Financial Instruments. All checks, dra s or other orders for the payment of money, and all notes, bonds or other evidences of indebtedness issued in the name of the Co-op shall be signed by such officer or officers, agent or agents, employee or employees of the Co-op and in such manner as shall from time-to-time be determined by resolution of the Board. SECTION 3. Deposits. All funds of the Co-op shall be deposited from time-to-time to the credit of the Co-op in such bank or banks as the Board may select or as may be selected by any officer of the Co-op to whom such power may be delegated from time to time by the Board. SECTION 4. Changes in Rates. If required, wri en notice shall be given to the Administrator of the USDA Rural Development of the United States of America not less than ninety (90) days prior to the date upon which any proposed changes in the monthly rates charged by the Co-op for telecommunications service becomes effective.

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