The following nine (9) proposed amendments to the Lane-Scott Electric Cooperative Inc. bylaws will be voted on by the membership present at the Lane-Scott Electric Annual Meeting on July 20, 2021.
Article III – Meeting of Members
Section 5. Voting. Each member shall be entitled to only one vote. All questions shall be decided by a vote of a majority of the members voting thereon in person, except as otherwise provided by law, the articles of incorporation or these bylaws. Individuals voting on behalf of non-natural person members must present evidence satisfactory to the Cooperative that the individual is duly authorized to vote for the non-natural person member. (Proposed amendment 1, addition to bylaws: “The board of trustees may allow for voting by Members by in-person voting, voice vote, member written vote or electronic means. The board of trustees shall authorize a means of electronic voting only if the board of trustees is satisfied that such means includes functionality designed to prevent duplicate and unauthorized balloting.”)
Section 8. Member Action by Written Ballot or Mail Ballot.
- Members may vote on any action that may be taken at any Member meeting (Proposed amendment 2, addition to bylaws: “including election of trustees”,) without a Member Meeting by the Cooperative by delivering a written ballot (“Member Written Ballot”) to every Member entitled to vote on the matter.
A 3a. Any material soliciting approval of any action by Member Written Ballot must: Contain, or be accompanied by, a copy or summary of each proposed action, (Proposed amendment 3, addition to bylaws: “and if a trustee election is being held, a list of trustee nominees in alphabetical order along with blank spaces for additional nominees;”)
(Proposed amendment 4, addition to bylaws: “Section 10. Virtual Meetings. During emergencies or conditions that make meeting in person difficult or impossible, the board of trustees is authorized to designate that a meeting of the Members may be held by virtual, electronic or other non in-person means (“Virtual Meeting”). The virtual meeting must allow for participation of all members in attendance. Any action taken at the Virtual Meeting shall have the same force and effect as action taken by in-person meetings or by member’s written ballot. Quorum requirements for a virtual meeting shall be the same requirement for an in-person meeting.)
Article IV – Trustees
Section 2. Election and Tenure. At the annual meeting, three (3) trustees shall be elected to succeed those trustees whose terms have expired, for a period of three (3) years or until their successors shall have qualified. If an election of trustees shall not have been held on the day designated herein at the annual meeting or any adjournment thereof, the board of trustees shall cause an election to be held at a special meeting of the members as soon thereafter as conveniently may be held; trustees shall be elected by plurality vote of the members. (Proposed amendment 5, addition to bylaws: “The election of trustees may be held by voice vote, mail-in ballot, written ballot or electronic ballot at the discretion of the board of trustees. In the event of a tie election, the winner of the election shall be determined by the flip of a coin.)
Section 4. Nominations. The committee, keeping in mind the principle of geographical representation, shall prepare and post at the principal office of the Cooperative at least twenty (20) days before the meeting, a list of nominations for trustees, but any fifteen (15) or more members acting together may make other nominations by petition not less than (Proposed amendment 6, revision to bylaws: Changed from “fifteen (15) days” to” forty-five (45) days”) prior to the meeting and the Secretary shall post such nominations at the same place where the list of nominations made by the committee is posted. The Secretary shall be responsible for mailing with the notice of meeting or separately, but at least ten (10) days before the date of the meeting, a statement of the number of trustees to be elected and the names and addresses of the candidates, specifying separately the nominations made by the Committee on Nominations and also the nominations made by petition, if any. (Proposed amendment 7, removal of bylaw item: “Nothing contained herein shall, however, prevent additional nominations from the floor at the meeting of members.”)
Section 6. Vacancies. Subject to the provisions of these bylaws with respect to the filling vacancies caused by the removal of trustees, the remaining trustees shall have the option to fill the vacancy by an affirmative vote of a majority of the remaining trustees for the unexpired portion of the term of the trustee in respect of whom the vacancy occurs (Proposed amendment 8, addition to bylaws: “or the remaining trustees may upon a majority vote of the remaining trustees, choose to leave the vacancy unfilled until the next annual meeting or special meeting of the Members at which time the Members may elect a trustee for the unexpired term of the trustee in respect of whom the vacancy occurs.”)
Article V – Meetings of Trustees
(Proposed amendment 9, addition to bylaws: “Section 9. Virtual Meetings. During emergencies or conditions that make meeting in person difficult or impossible, the board of trustees is authorized to designate that a meeting of the trustees may be held by virtual, electronic or other non in-person means (“Virtual Meeting”). The virtual meeting must allow for participation of all trustees in attendance. Any action taken at the Virtual Meeting shall have the same force and effect as action taken by in-person meetings. Quorum requirements for a virtual meeting shall be the same requirement for an in-person meeting.”)