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Guidelines for Governance and Operations
Otsego Electric Cooperative, Inc.
Bylaws as amended August 19, 2023
Welcome to our Bylaws page. Here, you'll find the foundational rules and regulations that guide our organization. Our Bylaws ensure transparency, accountability, and a structured approach to achieving our mission. Whether you’re a member seeking clarity or a visitor interested in our governance, this section provides a comprehensive overview of our operational framework. If you have any questions or need further information, please don't hesitate to contact us.
Article I Membership
Section 1. REQUIREMENTS FOR MEMBERSHIP. Any person, firm, association, corporation, trust, estate, partnership, federal or state government, or agency, subdivision, or body politic thereof (collectively a “person”) may become a member of Otsego Electric Cooperative, Inc., (hereinafter called the “Cooperative”) by:
(a) filing a written or electronic membership application;
(b) agreeing to purchase from the Cooperative electric energy; or, if desired, energy related or other services;
(c) agreeing to comply with and be bound by the Articles of Incorporation and Bylaws of the Cooperative and any rules and regulations adopted by the Board of Directors; and
(d) no member may hold more than one membership in the Cooperative, and no membership in the Cooperative shall be transferable, except as provided in these Bylaws. Each membership application shall be reviewed by the Board of Directors and approved if it meets the requirements.
Section 2. MEMBERSHIP CERTIFICATES.
Membership in the Cooperative shall be evidenced by a membership certificate which shall be in such form and shall contain such provisions as shall be determined by the Board of Directors. Such certificate shall be signed by the President and by the Secretary of the Cooperative and the corporate seal shall be affixed thereto. In case of a lost, destroyed, or mutilated certificate, a new certificate may be issued therefore upon such uniform terms and indemnity to the Cooperative as the Board of Directors may prescribe.
Section 3. JOINT MEMBERSHIP.
Members may apply for a joint membership in accordance with the laws of New York State on marriages and, subject to compliance with the requirements set forth in Section 1 of this Article, may be accepted for such membership. The term “member” as used in these Bylaws shall include a married couple holding a joint membership and any provision relating to the rights and liabilities of membership shall apply equally with respect to the holders of a joint membership. Without limiting the generality of the foregoing, the effect of the hereinafter specified actions by or in respect to the holders of a joint membership shall be as follows:
(a) The presence at a meeting of either or both shall be regarded as the presence of one member, shall have the effect of revoking a proxy executed by either or both, and shall constitute joint waiver of notice of the meeting;
(b) the vote of either separately or both jointly shall constitute one joint vote;
(c) a proxy executed by either or both shall constitute one joint proxy;
(d) a waiver of notice signed by either or both shall constitute a joint waiver;
(e) notice to either shall constitute notice to both;
(f) expulsion of either shall terminate the joint membership;
(g) withdrawal of either shall terminate the joint membership;
(h) either but not both may be elected or appointed as an officer or director, provided that both meet the qualifications for such office.
Section 4. CONVERSION OF MEMBERSHIP.
(a) A membership may be converted to a joint membership upon the written request of the holder thereof and the agreement by such holder and his or her joint owner to comply with the Articles of Incorporation, Bylaws and Rules and Regulations adopted by the Board of Directors. The outstanding membership certificate shall be null and void and shall be reissued by the Cooperative in such manner as shall indicate the changed membership status.
(b) Upon the death of either joint owner who is a party to the joint membership, such membership shall be held solely by the survivor. The outstanding membership certificate shall be null and void and shall be reissued in such manner as shall indicate the changed membership status; provided, however, that the estate of the deceased shall not be released from any debts due the Cooperative.
Section 5. PURCHASE OF ELECTRIC ENERGY.
Each member shall, as soon as electric energy shall be available, purchase from the Cooperative all electric energy used on the premises specified in the application for membership except for electricity that might be generated by the member on his, her, their, or its premises, if the Board of Directors agrees to accept said electricity as a matter of its discretion. It is expressly understood that amounts paid for electric energy in excess of the cost of service are furnished by members as capital and each member shall be credited with the capital so furnished as provided in these Bylaws. Each member shall pay to the Cooperative such minimum amount per month, regardless of the amount of electric energy consumed, as shall be fixed by the Board of Directors from time to time. Each member shall also pay all amounts owed by him to the Cooperative as and when the same shall become due and payable.
Section 6. TERMINATION OF MEMBERSHIP.
Any member may withdraw from membership upon compliance with such uniform terms and conditions as the Board of Directors may prescribe. The Board of Directors of the Cooperative may, by the affirmative vote of not less than two-thirds of all the Directors, expel any member who shall have refused or failed to comply with any of the provisions of the Articles of Incorporation, Bylaws, or Rules or Regulations adopted by the Board of Directors, but only if such members shall have been given written notice by the Cooperative that such refusal or failure makes him liable to expulsion and such refusal or failure shall have continued for at least ten days after such notice was given. Any expelled member may be reinstated by vote of the Board of Directors or by vote of the members at any annual or special meeting. Upon the withdrawal, death, cessation of existence or expulsion of a member the membership of such member shall thereupon terminate, and the membership certificate of such member shall be null and void. Upon termination of membership by withdrawal, death, cessation of existence or expulsion, the membership monies originally paid shall become part of donated capital. Termination of membership in any manner shall not release a member or the member’s estate from any debts due the Cooperative.
Section 1. PROPERTY INTEREST OF MEMBERS.
Upon dissolution, after (a) all debts and liabilities of the Cooperative shall have been paid, and
(b) all capital furnished through patronage shall have been retired as provided in these Bylaws, the remaining property and assets of the Cooperative shall be distributed among the members and former members in the proportion which the aggregate patronage of each bear to the total patronage of all members during the existence of the Cooperative insofar as is practicable.
Section 2. NON-LIABILITY FOR DEBTS OF THE COOPERATIVE.
The private property of the members shall be exempt from execution or other liability for the debts of the Cooperative and no member shall be individually liable or responsible for any debts or liabilities of the Cooperative.
Section 3. RIGHTS-OF-WAY ACROSS MEMBER PROPERTIES. Each member shall grant to the Cooperative an easement or right-of-way across the member’s property, in an existing easement location or a location to be agreed upon in advance between the member and the Cooperative, for the purposes of extending electric and fiber broadband service provided by the Cooperative or a subsidiary thereof to member and to other member/consumers, and erection, maintenance and replacement of electric transmissions and distribution lines.
Section 4. DISPUTE RESOLUTION. All disputes, claims, or controversies arising from or related in any way to the Cooperative’s provision of electric, internet, telecommunications or other services, or its furnishing of any goods or its conduct of its operations, other than disputes or claims related to the payment for electric energy provided by the Cooperative that are not resolved by agreement of the parties, shall at the request of any party, be resolved by binding arbitration by an impartial arbitrator or panel, pursuant to written procedures to be established from time to time by the Board of Directors. Each member of the Cooperative agrees to arbitrate all such disputes, claims, or controversies according to this Bylaw and the policies or regulations prescribed by the Board of Directors and to abide by and perform any awards made hereunder. This bylaw provision shall survive any withdrawal from or termination of a membership in the Cooperative.
Section 1. ANNUAL MEETING.
The Annual Meeting of the members shall be held during the month of August of each at such place within a county served by the Cooperative, as selected by the Board and which shall be designated in the notice of the meeting, for the purpose of electing Board members, passing upon reports for the previous fiscal year and transacting such other business as may come before the meeting. It shall be the responsibility of the Board to make adequate plans and preparations for the Annual Meeting. Failure to hold the Annual Meeting at the designated time shall not work a forfeiture or dissolution of the Cooperative.
Section 2. SPECIAL MEETINGS.
Special meetings of the members may be called by resolution of the Board of Directors, or upon a written request signed by any three Directors, by the President, or by ten per centum or more of all the members, and it shall thereupon be the duty of the Secretary to cause notice of such meeting to be given as hereinafter provided. Special meetings of the members shall be held at any place within one of the counties served by the Cooperative as designated by the Board and shall be specified in the notice of the special meeting.
Section 3. NOTICE OF MEMBERS’ MEETINGS.
Written, electronic, or printed notice stating the place, day and hour of the meeting and, in case of a special meeting or an annual meeting at which business other than that listed in Section 7 of this Article is to be transacted, the purpose or purposes for which the meeting is called, shall be delivered not less than ten days nor more than sixty days before the date of the meeting, either personally, electronically, or by mail, by or at the direction of the Secretary, or upon a default in duty by the Secretary, by the person calling the meeting, to each member. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the member at his address as it appears on the records of the Cooperative, with postage thereon prepaid. The failure of any member to receive notice of an annual or special meeting of the members shall not invalidate any action which may be taken by the members at any such meeting.
Section 4. QUORUM.
If the total number of members exceeds five hundred, then fifty members shall constitute a quorum. If the total number of members does not exceed five hundred, then ten per cent of the total number of members present in person or by electronic means (if put into effect by the Board of Directors for that specific meeting) shall constitute a quorum. If less than a quorum is present at any meeting, a majority of those present in person may adjourn the meeting from time to time without further notice, provided, that the Secretary shall notify any absent members of the time and place of such adjourned meeting. If the Board of Directors decides to allow electronic attendance at such meeting, it shall adopt a resolution to that effect at a board meeting held prior to the meeting with notice thereof to be given to all members as set forth above in Section 3.
Section 5. VOTING.
Each member shall be entitled to only one vote. Votes can be cast in person, by proxy (under Article III Sec. 6 below), or, if allowed as a matter of discretion by the Board of Directors, by electronic means. All questions shall be decided by a vote of a majority of the members voting thereon in person or by proxy, or by electronic voting if the Board of Directors decides to allow such voting, except as otherwise provided by law, the Articles of Incorporation or these Bylaws. Proxy votes may not be exercised by any members attending electronically.
Section 6. PROXIES and ELECTRONIC VOTING.
(a) A member may vote by proxy executed in writing by the member. Such proxy shall be filed with the Secretary before or at the time of the meeting. No proxy shall be valid after sixty days from the date of its execution. No proxy shall be valid unless it shall designate the particular meeting at which it is to be voted and no proxy shall be voted at any 6 meeting other than the one so designated or any adjournment of such meeting. A member may give his proxy only to another member or to an adult relative living in the same home with such member, and no person may hold more than three proxies at any meeting. The presence of a member at a meeting shall revoke a proxy theretofore executed by him and such member shall be entitled to vote at such meeting in the same manner and with the same effect as if he had not executed a proxy.
(b) At the discretion of the Board, the Board may adopt a resolution at a regularly held Board Meeting to allow voting by electronic means.
Section 7. ORDER OF BUSINESS.
The order of business at the Annual Meeting of the members and, so far as possible, at all other meetings of the members, shall be essentially as follows:
1. Report as to which members are present in person or electronically and which members are represented by proxy to determine the existence of a quorum.
2. Reading of the notice of the meeting and proof of the due publication or mailing thereof, or the waiver or waivers of notice of the meeting, as the case may be.
3. Reading of unapproved minutes of previous member meetings and the taking of necessary action thereon.
4. Presentation and consideration of reports of officers, directors, and committees.
5. Election of directors.
6. Unfinished business.
7. New business.
8. Adjournment.