Section 1. General Powers.
The business and affairs of the Association shall be managed by its Board of Directors. The Board of Directors shall have and may exercise the power to do all things necessary or convenient in conducting the business of the Association, including, but not limited to, all powers enumerated in Section 77-5-223, Mississippi Code Annotated (1972, as amended) and the Mississippi Broadband Enabling Act of 2019 (as amended).
Section 2. Number and Tenure.
There shall be a total of five (5) Directors of the Association. Each Director shall hold office for a term of three (3) years from and after his election, or until his successor shall have been duly elected and qualified.
Section 3. Qualifications.
Each member of the Board of Directors shall, at the time of his nomination and at all times thereafter, hold an active, non-delinquent certificate of membership in the Association. Additionally, no person shall be eligible to become or remain a member of the Board of Directors of the Association who:
(a) Is not an individual of the age of majority, with the capacity to enter into legally binding contracts within the State of Mississippi; or
- (b) Is not a bona fide resident of the area served or to be served by the Association; or
- (c) Is in any way employed by or financially interested in an enterprise competing
with the Association, or a business selling electrical energy; or
(d) Is in any way employed by or financially interested in an enterprise or business whose primary function is closely related to electric power distribution, including but not limited to electricians, electric wiring contractors, electric appliance sales or repair, or sales of electrical equipment or supplies; or
(e) Holds any elective public office or any full-time appointed public office in connection with which a salary is paid; or
(f) Currently is, or within the five (5) years preceding his or her nomination has been, an employee of the Association or a member of any union representing any number of employees of the Association; or
(g) Is married to a person who currently is, or within the five (5) years preceding the candidate’s nomination has been, an employee of the Association or a member of any union representing any number of employees of the Association; or
(h) Is a party to a lawsuit, mediation, arbitration or other legal proceeding brought by or against the Association; or
- (i) Has been convicted of or pled guilty to a felony; or
- (j) Is in any way employed by or financially interested in an enterprise competing
with any Broadband Affiliate owned by the Association, or a business providing broadband services; or
(k) Is in any way employed by or financially interested in an enterprise or business whose primary function is closely related to the provision of broadband services; or
(l) Is a party to a lawsuit, mediation, arbitration or other legal proceeding brought by or against any Broadband Affiliate owned by the Association; or
(m) Currently is, or within the five (5) years preceding his or her nomination has been, an employee of any Broadband Affiliate owned by the Association; or
(n) Is married to a person who currently is, or within the five (5) years preceding the candidate’s nomination has been, an employee of any Broadband Affiliate owned by the Association.
Upon establishment of the fact that a Director is holding office in violation of any of the foregoing provisions, the Board of Directors 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 of Directors.
Section 4. Nomination.
In order to be a candidate for election to the Board of Directors of the Association, a qualified person must be nominated by written petition signed by at least twenty-five (25) members of the Association in good standing and filed with the Secretary of the Association at the Association’s principal office at least thirty (30) days prior to the date of the annual meeting of the members of the Association. The petition shall be on a form provided by the Board of Directors and must state the name of the candidate on each page and must contain the name and address of each member signing the petition.
Section 5. Election.
If the number of qualified persons nominated for election to the Board of Directors of the Association is equal to the number of vacancies to be filled at the annual meeting of the members of the Association, the person or persons so nominated shall be declared elected to the Board of Directors by acclamation. If more qualified persons are nominated for election to the Board of Directors than the number of vacancies to be filled at the annual meeting of the members, the presiding officer shall appoint at least three (3) members to serve as election managers. Under the supervision of these election managers, an election by secret ballot shall be held at the principal office of the Association, or at such other place as the Board may designate and publicize, from the time of the adjournment of the annual meeting of the members until 6:00 P.M. that same date for the purpose of electing Directors to fill the vacancies. It shall be the responsibility of the Manager of the Association to provide adequate personnel to determine eligibility of members for voting, to keep a register of members who vote, to hand out official ballots to qualified members, to tabulate the votes cast, and to perform such other services in connection with the election as may be delegated to him by the election managers. The names of all qualified candidates who have been nominated as provided in these By-Laws shall appear on the official ballot furnished by the Association in alphabetical order. The Manager may provide that voting be conducted through the use of electronic voting machines. If one (1) Director is to be elected, the candidate receiving the most votes shall be declared elected. If two (2) Directors are to be elected, the two candidates receiving the most votes shall be declared elected. The results of elections to the Board of Directors shall be published in a newspaper of general circulation in Alcorn County, Mississippi.
Section 6. Voting for Directors.
All active membership accounts may be voted in a Board of Directors election. Each active membership account shall be entitled to as many votes for Director as there are Directors to be elected. No member may vote by proxy for the election of a Director. Members holding both an active residential account and a separate active commercial account may vote each such account, but shall be entitled to only one (1) residential vote for each open Director position and one (1) commercial vote for each open Director position, regardless of the number of residential or commercial accounts held in the name of such member. Except as specifically altered by this Section, the voting rules of Article III, Section 6 shall apply equally to the election of Directors.
Section 7. Vacancies.
Any vacancy occurring in the Board of Directors shall be filled by a majority vote of the remaining Directors, and any successor Director thus elected shall serve the unexpired term of his predecessor.
Section 8. Salary.
The Directors shall not be entitled to receive any salary for their services as Directors but shall be entitled to reimbursement for expenses incurred by them in the performance of their duties.
Section 9. Rules, Regulations and Policies.
The Board of Directors shall have the power to adopt, alter, amend, and abolish, from time to time, such rules, regulations and policies, not inconsistent with law, the Certificate of Reincorporation of the Association, as amended from time to time, or these By-Laws, as it may deem advisable for the management, administration and regulation of the business and affairs of the Association.
Section 10. Business Restrictions.
No member of the Board of Directors of the Association may sell any product or service to the Association while serving as such Director, and no corporation or partnership may sell any product or service to the Association while such corporation has as one of its directors or officers a member of the Board of Directors of this Association or while such partnership has as a partner any member of the Board of Directors of this Association, unless the Director first discloses his interest in the proposed transaction to the other members of the Board of Directors of the Association, and thereafter recuses himself from any consideration of or action taken upon such transaction by the Board of Directors; provided, however, that this restriction shall not apply to transactions or purchases of less than Two Thousand Five Hundred Dollars ($2,500.00) or to emergency repairs.
Section 11. Required Training for Directors.
From and after January 1, 2020, each new Director elected to the Board of Directors for his or her first term of office shall, within twelve (12) months of his or her first election to the Board of Directors, obtain a Credentialed Cooperative Director’s Certificate issued by the NRECA, and shall thereafter provide such certificate to the Manager of the Association.
Section 12. Removal of Directors.
In the event that a Director (i) is determined to be incompetent by the affidavit of two (2) treating physicians, (ii) has had a conservator or guardian appointed by a court or has been determined by a court to be non compos mentis, or (iii) fails to attend at least 2/3 of the Directors’ meetings within a twelve (12) month period, then the remaining Directors, by a majority vote thereof, may remove such Director from office.