DCEC Board proposes Bylaw changes at the September 15th 2023 Annual Meeting
Bylaws are an important governing document for cooperatives and are intended to establish the “rules” for which govern the way a business conducts business. Each year, the DCEC Board of Directors reviews the Cooperative’s Bylaws to determine whether any changes are necessary. Changes may be proposed to members in response to industry events and/or to bring the governing document up to contemporary standards. Many of the original terms of the bylaws date back to the late 1930s and mid-1940s when DCEC was formed and, over time, changes may be necessary to ensure that the document remains current, such as to new laws and other legal requirements or to adapt to changes in technology.
The Cooperative is proposing several Bylaw changes to the membership in order to address our changing environment and the needs of our membership. We present to you five proposals for your consideration, and ask for a “Yay” vote on each. The current text of the Bylaws appears in black, additions are in red text, and deletions are in red strike-through text. The headers are in blue explaining the reasoning for the proposed change.
1. Update Article I of the By-laws to provide flexibility and allow the optional issuing of membership certificates to be done electronically. This will save time and cost to the Cooperative.
ARTICLE I, Section 2. Membership Certificates
Such certificate, when issued in paper, shall be signed by the President and by the Secretary of the Cooperative and the corporate seal shall be affixed thereto. Certificates that are produced electronically shall be appropriately marked to reflect their authenticity.
2. Update Article II of the By-laws to allow the Annual Meeting to be more inclusive, provide flexibility of scheduling and ensure that all members participating are included in quorum. This change clarifies what it means “to attend” the Annual Meeting and what it means to vote “in person”.
ARTICLE III, Section 2. Annual Meeting
The annual meeting of the members shall be held
in September of each year at such place in Delhi, in the County of Delaware, New York, or, where desirable, in another township in which the Cooperative conducts business…
Section 5. Quorum. Fifty members present
, in person or electronically, shall constitute a quorum. For purposes herein, “present in person” shall mean those in physical attendance, those participating electronically and those having cast votes by mail or in person at the Cooperative office.
Section 6. Voting. Each member shall be entitled to only one vote. Voting shall either be in person or by proxy, mail, or electronic means, or any combination of the above. In person voting shall mean votes cast at the Annual Meeting of Members or at the Cooperative office as described in Section 7(a)2 below.
- Report as to
which members are present in personhow many members have cast votes in order to determine the existence of a quorum. It is sufficient to report that enough members have cast votes to satisfy quorum, even if the counting of votes is not yet complete.
3. Update Article IV of the By-laws to remove old language, specific to 2019’s Director election.
ARTICLE IV, Section 2. Qualification, Election and Tenure
In order to achieve a balanced rotation of Central Region directors with one Central Region director elected each year, a one-time exception to the 3-year director term shall take place for directors elected at the 2019 Annual Meeting of the Members, at which two Central Region directors shall be elected in accordance with this Article. The Central Region director candidate receiving the most votes at the 2019 Annual Meeting of the Members shall serve a term of 3 years. The Central Region director candidate receiving the second most votes at the 2019 Annual Meeting of the Members shall serve a term of 2 years.
4. Update Article V of the By-laws to allow flexibility of scheduling Regular meetings.
ARTICLE V, Section 1. Regular Meetings. A regular meeting of the board of directors
shall may be held without notice other than this bylaw, 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 periodically at such time and place in a Delhi, Delaware County, New York State, or where desirable, in another township in which the Cooperative conducts business as the board of directors may provide by resolution. Such regular monthly meetings may be held without notice other than such resolution fixing the time and place thereof.
5. Add a new Article XII to the By-laws (and renumber existing Article XII to Article XIII) to define the order of handling disputes.
If a controversy or claim arises out of the Cooperative’s provision of a Cooperative service, the Cooperative’s exercise of its rights under these bylaws or the terms of membership, or a Member’s use of a Cooperative service, the parties shall first try to settle the dispute through negotiation. If the dispute is not settled by negotiation, and if requested by the Cooperative or the Member, then the Cooperative and the Member shall try in good faith to settle the dispute by mediation conducted by a neutral third person, acceptable to both parties. The mediator shall have no power to impose a decision if all of the parties do not agree to settle the dispute, but shall help the parties reach an agreement by focusing on the key issues in a case, exchanging information between the parties and exploring options for settlement. If the dispute is not settled after mediation, the controversy or claim shall be resolved by arbitration administered pursuant to the rules of the American Arbitration Association and the judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction. Controversies and claims must be settled through individual arbitration, and not through collective or class action arbitration. This section does not apply to controversies over the acquisition of rights-of way or the right of the Cooperative to construct, operate, inspect, repair, maintain, relocate, improve, reconstruct, and replace its facilities within any of its rights-of-way.