Bylaws - Flathead Electric Cooperative

The purpose of this member-owned Cooperative is to provide competitive and reliable services, achieve the highest level of member satisfaction and enhance the quality of life in our communities.

Article 3. Membership

Section 3.01 Membership Eligibility

(a) Any Natural Person or entity shall be eligible to apply for membership who has the capacity to enter into legally binding contracts and who consumes, receives, purchases, or otherwise uses:

(i) Electric power or energy generated, transmitted, distributed, sold, supplied, furnished, or otherwise provided; or

(ii) Any other good or service provided by the Cooperative and, as determined by the Cooperative, reasonably relates to the person using electric power or energy.

(b) Except as otherwise provided in these bylaws regarding joint members, no person, either individually or through an entity not considered legally separate from its members, owners, or participants, may hold more than one (1) membership.

(c) Membership shall become effective upon completing the membership application to the Cooperative’s satisfaction and receiving a Cooperative Service.

Section 3.02 Conditions of Membership

A member agrees to:

(a) Comply with all Governing Documents and complete any additional or supplemental document, contract or action required by the Cooperative;

(b) Grant the Cooperative an Easement to extend its lines onto member’s property for the purpose of providing member with electric energy and to extend any such lines to adjoining property for the same purpose;

(c) Ensure that Member Electric Equipment, and any act or omission involving Member Electric Equipment, complies with Governing Documents;

(d) Pay the Cooperative, at rates and terms set by the Board, for the following:

(i) Cooperative Services provided to the member;

(ii) Any dues, assessments, fees, deposits, or other charges set forth in Governing Documents; and

(iii) Any interest, late fees, or collection costs, including attorney and collection fees, for overdue payments.

(e) Use the electric energy provided by the Cooperative safely and legally, and to ensure that anyone on their property does the same;

(f) Allow the Cooperative to use the member’s social security number, driver’s license number or other personally identifiable information for the purpose of a credit check or other purposes as needed by the Cooperative to provide Cooperative Service;

(g) Let the Cooperative or its agents contact them using automated calls or messages, including pre-recorded voices, unless the member instructs the Cooperative otherwise in writing and only for non-emergency calls. Emergency calls may be sent via an automated system to all members;

(h) Participate in programs such as on-bill financing or repayment, where charges for loans or financing related to Cooperative Services are added to their electric bill. These payments may be carried over to future occupants of a member property, depending on the terms set forth in the Governing Documents;

(i) Not harass, intimidate, threaten, disparage, defame or injure the Cooperative or a Cooperative Official, and shall not permit anyone else located on or at the Member Property to do so; and

(j) Not engage in the retail sale of electric energy generated or produced by Member Equipment or other equipment located on the Member Property to third parties and shall not permit anyone else to do so.

Section 3.03 Membership Classifications

(a) The Cooperative may have one or more classes of membership to accommodate various types of service. If the Cooperative has more than one class of membership, the Board shall determine the definition, rights, and obligations of each class, including the method for allocating Patronage Capital.

Section 3.04 Joint Membership

Two Natural Persons may be issued a joint membership. Joint members are subject to the following conditions:

(a) The joint membership shall be entitled to one vote at a meeting of the members.

(i) Notice to one member of a joint membership shall constitute notice to both members;

(ii) The presence of one member of a joint membership, at a meeting, shall be regarded as the presence of the member; and

(iii) The waiver in writing or the presence at a meeting of one member of a joint membership waives notice of the meeting by the joint membership.

(b) The suspension or termination of either member of a joint membership constitutes suspension or termination of both members of the joint membership.

(c) Either member of a joint membership, but only one, may be elected or appointed as an officer or trustee, if individually qualified.

(d) Upon the death of either member of a joint membership, such membership shall be transferred to an individual membership in the name of the surviving joint member. However, the estate of the deceased member shall not be released from any debts due the Cooperative.

(e) Members of a joint membership are jointly and individually liable to the Cooperative for the membership’s obligations.

Section 3.05 Suspension of Membership

(a) The Cooperative may suspend membership for the following reasons:

(i) The member violates or does not timely comply with the Governing Documents;

(ii) As determined by the Board for good cause;

(iii) The member is no longer qualified to be a member of the Cooperative;

(iv) The member does not timely pay an undisputed amount owed to the Cooperative; or

(v) The member requests suspension of their membership.;

(b) The membership is suspended upon:

(i) The member’s request for suspension;

(ii) The member not paying an amount owed the Cooperative pursuant to the Governing Documents; or

(iii) The Cooperative:

1) Giving the member notice of the potential suspension;

2) Notifying the member that the member has the right to comment regarding the suspension reason in writing to the Cooperative within ten (10) days after the Cooperative gives notice; and

3) The Cooperative determining to suspend the member.

(c) All notices shall be sent to the member’s most recent mailing address and/or email address in the records of the Cooperative.

(d) Upon a member’s suspension:

(i) Other than the Cooperative’s obligation to allocate and retire Capital Credits, and other than the Cooperative’s obligations regarding dissolution, the Cooperative’s duties, obligations and liabilities imposed by the Governing Documents to the member cease and the Cooperative may cease providing the Cooperative Service to the member;

(ii) Other than the member’s right to the allocation and retirement of Capital Credits, and other than the member’s rights upon the Cooperative’s dissolution, the member forfeits and relinquishes rights provided in the Governing Documents but remains subject to the obligations imposed by the Governing Documents; and

(iii) The suspended member may not receive notice, nominate, vote, remove, demand, request, petition, consent or otherwise act as provided for in the Governing Documents.

(e) Unless otherwise decided, a member’s suspension is lifted once the reason for suspension is corrected within the allowed time under the Governing Documents. The Cooperative may also lift a suspension for good cause.

Section 3.06 Termination of Membership

(a) A member who has been suspended will have their membership terminated if the period allowed for remedying the cause of suspension, as set forth in the Governing Documents, expires without resolution. Additionally, membership is terminated upon:

(i) The member’s death or legal cessation of existence;

(ii) The member requesting termination; or

(iii) The Cooperative learning that the member has permanently ceased using a Cooperative service.

(b) Termination of a member does not:

(i) Release the member from debts, liabilities, or obligations owed to the Cooperative by the member; or

(ii) Release the Cooperative from the obligation to allocate and retire Capital Credits to the former member or obligations to the former member regarding the Cooperative’s dissolution.

(c) Upon a member’s termination from the Cooperative, and after deducting amounts owed to the Cooperative, the Cooperative must return to the terminated member any amount provided in the Governing Documents. The terminated member remains subject to all obligations to the Cooperative imposed by the Governing Documents.

Article 4. Rights and Responsibilities of Members

Section 4.01 Access to Property

(a) As determined or required by the Cooperative, each member shall provide the Cooperative safe and reliable access reasonably necessary to operate the Cooperative safely, reliably and efficiently or to provide Cooperative Services to any real or personal property in which the member possesses a legal right as well as to extend the Cooperative’s distribution line(s) serving the member’s property so that electric service can be extended to serve any member owning adjoining property.

(b) In the cooperative spirit, members and the Cooperative agree to work together. Members shall grant the Cooperative the right to inspect, monitor, operate, repair, maintain, or remove any Cooperative facilities or equipment. Members shall grant an Easement to the Cooperative without expectation of compensation for extending new facilities or relocating existing facilities. Where practical, the Easement shall follow property boundaries, existing roadways, driveways or established trails.

(c) Unless otherwise determined by the Board, the Cooperative owns all Cooperative facilities and equipment. Each member shall protect all Cooperative Equipment and shall install, implement and maintain any protective device or procedure required by the Cooperative.

Section 4.02 Non-Liability For Debts Of The Cooperative

A member is not liable to third parties for the Cooperative’s acts, debts, liabilities or obligations.

Section 4.03 Provision Of Cooperative Service

(a) The Cooperative shall provide Cooperative Services to members in a reasonable manner. The Cooperative neither guarantees nor warrants continuous or flawless provision of Cooperative Services.

(b) Members shall maintain Member Electric Equipment, as well as install and maintain any protective devices. Members shall also follow all Governing Documents and any protective procedures required by the Cooperative.

(c) A member shall not tamper with, alter, interfere with, damage, or impair Cooperative Equipment. Except as otherwise provided by the Board, the Cooperative owns all Cooperative Equipment.

(d) The Cooperative may suspend, terminate, or interrupt Cooperative Services without prior notice if it determines or discovers any of the following:

(i) Cooperative Equipment has been tampered with, altered, interfered with, damaged, or impaired;

(ii) Member Electric Equipment is interfering with the Cooperative’s ability to safely, reliably or efficiently operate or provide Cooperative Services;

(iii) There is an unsafe condition involving either Cooperative Equipment or Member Electric Equipment;

(iv) Cooperative Equipment or Member Electric Equipment presents an imminent hazard or danger;

(v) An emergency or public safety situation exists; or

(vi) A request or order has been issued by a government or emergency official.

Section 4.04 Member Electric Equipment

(a) Except as otherwise provided in the Governing Documents, any Member Electric Equipment must be approved by the Cooperative prior to being installed, constructed, operated, or connected. Before and during such connection, the member:

(i) Shall comply, and ensure that the Member Electric Equipment and its connection comply, with all Governing Documents;

(ii) Shall ensure that the Member Electric Equipment and its connection do not interfere with the Cooperative’s ability to operate safely, reliably, or efficiently, or to provide Cooperative Services;

(iii) Grants the Cooperative the right to inspect the Member Electric Equipment and its connection to verify compliance with the Governing Documents;

(iv) Grants the Cooperative the right to disconnect, disable, or temporarily operate any Member Electric Equipment that fails to comply with the Governing Documents; and

(v) Shall reimburse the Cooperative for any lost or unearned income resulting from the Member Electric Equipment or its connection not complying with the Governing Documents.

(b) The member is responsible for the connection, design, maintenance, inspection, repair, replacement and removal of all Member Electric Equipment. The Cooperative bears no responsibility for any of these activities.

(c) The Cooperative shall not be liable for any damage to Member property or Member Electric Equipment, nor for the performance or nonperformance of Member Electric Equipment.

(d) The member is responsible for understanding all risks, concerns and issues related to the Member Electric Equipment and its connection to Cooperative Equipment.

(e) The member shall be liable for any damage to, or diminished performance of, Cooperative Equipment caused by the Member Electric Equipment or its connection.

(f) The member shall be liable for and shall indemnify and hold harmless the Cooperative from and against any injury, death, or property damage resulting from the Member Electric Equipment or its connection to Cooperative Equipment.

(g) The Cooperative may:

(i) Use Cooperative Equipment to measure, collect, maintain, transmit, communicate, and store:

1) The aggregate or incremental amount, quantity, or quality of a Cooperative Service used by a member; and

2) Other data or information regarding a member’s use of a Cooperative Service (collectively, “Usage Information”).

(ii) Use, disclose, and transfer usage information if reasonable related to:

1) Providing a Cooperative Service; or

2) Protecting against, or responding to, death, personal injury or property damage.

Article 5. Membership List

The Cooperative shall maintain a current membership list, but to protect the privacy of individual members, the list shall not be made available.

Article 6. Meeting of Members

Section 6.01 Annual Meeting

The annual meeting of the members, for the purpose of giving reports for the previous fiscal year and transacting any other properly noticed business as may come before the meeting, shall be held at least once each calendar year at such place in Flathead County, Montana, and by such means or methods as allowed by law as shall be designated by the Board.

Section 6.02 Special Meetings

(a) The Cooperative shall hold a Special Meeting of members at a date, time, and location determined by the Board upon the Cooperative’s receiving:

(i) A written or oral request from the president; or

(ii) A written request signed by at least three (3) trustees; or

(iii) One or more written petitions signed and dated, within sixty days (60) following the first signature, by at least 2,500 members. Each page of the petition shall include the purpose for which the meeting is being called, the printed name and address of the signer and their telephone number and original dated signature.

(b) If the Cooperative fails to properly notify the members of a Special Meeting within thirty (30) days of receiving any member petition, then any member signing the petition may:

(i) Set a reasonable time, place and location for the special members’ meeting; and

(ii) Properly notify the members of the Special Meeting.

Section 6.03 Notice of Members’ Meetings

(a) As directed by the president, secretary, or any other officer or member(s) properly calling a members’ meeting, the Cooperative shall deliver written notice of the meeting, personally, Electronically, or by mail, to all members entitled to vote at that meeting at least ten (10) days, but no more than twenty-five (25) days, before the meeting.

(b) For any annual meeting the notice shall indicate the date, the time and location, and shall include a description of any matter or matters that must be approved by the members.

(d) Unless otherwise provided in these Bylaws, a notice of a members’ meeting is delivered when deposited in the United States mail with prepaid postage affixed, or sent via Electronic means, and addressed to a member at the member’s address on record. The inadvertent and unintended failure of any member to receive notice of any members’ meeting shall not affect any action taken at that meeting.

(e) The Board shall determine the agenda for any members’ meeting. Members may request an item be placed on the agenda:

(i) If agreed upon by three (3) trustees at least forty-five (45) days before the meeting; or

(ii) If petitions, including the printed names, addresses, telephone numbers and original and dated signatures of at least 2,500 members, are provided to the Board at least forty-five (45) days before the meeting.

Section 6.04 Conduct and Attendance at Members’ Meetings

At any meeting of members, unless otherwise determined by the Board, the president:

(a) Shall preside at all members’ meetings;

(b) May exercise any power reasonably necessary for conducting any members’ meeting efficiently and effectively.

Section 6.05 Quorum

(a) The Quorum of any annual or Special Meeting shall be two hundred (200) members present who are eligible to vote. The Quorum established at the beginning of the meeting shall constitute the Quorum for the entire meeting.

(b) In the event that a Quorum is not present at any annual or Special Meeting, a majority of the members present may adjourn the meeting to a date no more than thirty (30) days following the original members’ meeting.

Section 6.06 Voting and Ballot

(a) Each membership shall be entitled to one vote.

(b) Every member shall be provided the opportunity to vote on all Bylaw amendments and trustee elections as provided in these Bylaws. The Board shall establish the method(s) of balloting from those allowed by law.

(c) All properly completed ballots received on or before the time and date specified shall constitute a vote. If duplicate ballots are received from a member, all of that member’s ballots shall be disqualified.

(d) A member’s failure to receive a ballot does not affect any action taken by the ballot.

(e) The ballot shall:

(i) Describe the proposed Bylaw amendment(s) and identify all candidates upon which the members are asked to vote;

(ii) Provide a reason for the proposed bylaw amendment, if any; and

(iii) Instruct members how to complete and when to return the ballot.

Section 6.07 Announcement of Voting Results

The results of all voting shall be announced after certification by the Board and will become effective at that time.

Article 7. Trustees

Section 7.01 General Powers

The Board shall manage the business and affairs of the Cooperative and shall exercise all the powers of the Cooperative except those that are reserved to the members by law, the Articles of Conversion, or these Bylaws.

Section 7.02 Composition

The Board shall be composed of one (1) elected trustee from each of its nine (9) districts.

Section 7.03 Trustee Qualifications

Any person shall be eligible to become or remain a trustee who:

(a) Is a member of the Cooperative and is not otherwise disqualified;

(b) Maintains Primary Residence within the district they represent; and

(d) Is lawfully present in the United States.

Section 7.04 Trustee Disqualifications

(a) A member shall not qualify for the office of trustee and an existing trustee shall become disqualified to serve as a trustee if:

(i) The member has been an employee of the Cooperative for any length of time within the immediately preceding seven (7) years;

(ii) The member or trustee, including a member of their immediate family is, or becomes, an employee of the Cooperative;

(iii) The trustee fails to attend two (2) monthly meetings of the Board in a calendar year without approval of the Board;

(iv) The member or trustee lacks the full legal capacity to enter legally binding and nonvoidable contracts, without limitation, including not being the age of majority;

(v) The member or trustee has been convicted of a felony;

(vi) The member has an immediate family member who is currently serving as a trustee;

(vii) The member previously has been removed or disqualified as a trustee;

(viii) The member or trustee violates any Governing Documents or otherwise fails to fulfill the responsibilities of membership in the Cooperative; or

(b) The member or trustee has a conflict of interest that includes but is not limited to situations in which the member or trustee:

(i) Is employed by, is an agent of, or is an immediate family member of an employee or agent of the Cooperative;

(ii) Is employed by or materially affiliated with any other trustee;

(iii) Regularly and directly competes with the Cooperative or any entity that the Cooperative controls or in which the Cooperative owns a majority interest;

(iv) Owns an interest greater than 10% or holds a management position in a business wherein more than ten percent (10%) of the goods or services sold are sold to the Cooperative or one of its subsidiaries, or combination thereof; or

(v) Is an employee, officer or member of, or has an immediate family member who is an employee, officer or member of, a union or entity that represents or seeks to represent Cooperative employees regarding employment terms and conditions.

(c) Candidates seeking nomination or while campaigning for election as a trustee must comply with all requirements of the election process as set forth in Governing Documents.

(d) Upon determining that a trustee is holding office in violation of any of the foregoing provisions, the Board shall immediately remove such trustee from office upon written notification to the trustee of the basis for disqualification.

(e) Upon determining that a member is disqualified from serving as a trustee, the Nominating Committee shall immediately notify said member in writing and provide the basis for disqualification.

(f) Nothing contained in this section shall affect or be construed to affect in any manner whatsoever the validity of any action taken at any meeting of the Board.

Section 7.05 Trustee Nominations

(a) In any year in which a vacancy in the office of trustee shall occur in any district, there shall be nominated from the vacant district at least one candidate for the office of trustee.

(b) Any candidate interested in a vacancy must formally declare their intent by submitting a nominating petition to the Board’s Nominating Committee no later than thirty (30) business days prior to the annual meeting. Each petition must include the printed name, physical address, telephone number, and original, dated signature of at least twenty-five (25) members from the candidate’s district and must also be signed by the candidate, who shall verify and certify their eligibility for the position.

(c) The Nominating committee shall review the petitions to determine that all signers are members and reside in said district, and that the nominee is qualified to serve.

(d) A written profile and video statement of each nominee shall be required.

Section 7.06 Trustee Elections

(a) The election of trustees shall take place in conjunction with the annual meeting of the members at which time members shall elect the number of trustees necessary to fill the position or positions of those whose terms have expired or been vacated.

(b) Elections of trustees shall be determined by a plurality vote. If, after a recount, there is a tie for a trustee position, the winner shall be determined by a coin toss.

(c) If, because of redistricting, two (2) trustees whose terms have not expired represent the same district, an election shall be held between these two current trustees.

(d) If there is only one qualified nominated trustee candidate for each open position, and no further nominations are submitted as allowed by these Bylaws, then the election is considered uncontested. In that case, the Board may declare the nominated candidates elected by acclamation and those positions do not need to appear on the ballot. The secretary shall record this outcome in the meeting minutes, and no member vote is required. However, if any trustee position is contested, then all positions, including those with only one qualified nominee, shall be included on the ballot and voted on by the members.

Section 7.07 Trustee Seating

At the next Board meeting following an election, all newly-elected trustees who are present shall sign a statement confirming their qualifications and affirming that no conflicts of interest exist in violation of these Bylaws. Upon signing, they shall be formally seated. Any newly-elected trustee who is absent from that meeting shall sign the required statement and be seated at the next Board meeting they attend.

Section 7.08 Trustee Compensation

Trustees may not receive any salary for their services. By resolution, the Board may authorize payments to or for the benefit of trustees as a result of their performance in the position of trustee and/or officer.

Section 7.09 Trustee Terms

Each elected trustee shall hold office for three (3) years, or until a successor shall have been elected. The trustee terms shall be staggered so that no more than three (3) trustee terms expire in any year.

Section 7.10 Trustee Resignation

A trustee may resign at any time by delivering written notice of resignation to the Board, the president, or secretary. Unless the written notice of resignation specifies a later date, a trustee’s resignation is effective upon receipt.

Section 7.11 Trustee Vacancies

Any trustee vacancy that occurs as the result of death, mental or physical incapacity, resignation, removal by the members or trustees, or disqualification shall be filled within sixty (60) business days by the Board. The appointee shall meet all the qualifications required of a trustee and shall serve until the next regular trustee election. A trustee vacancy which occurs within sixty (60) business days of the next regular trustee election shall remain vacant until such time when the members can elect a trustee.

Section 7.12 Removal of Trustees by Members

(a) Any member may initiate the removal of a trustee based upon disqualifications as set out in these Bylaws or based upon breach of the discharge of duties as a trustee by filing a statement of the basis for removal, in writing, with the secretary of the Board. This statement shall be in the form of a petition that includes the printed names, addresses, telephone numbers and original and dated signatures of at least 2,500 members.

(b) The trustee whose removal is being sought shall be:

(i) Informed in writing of the basis for removal at least five (5) days before the meeting at which the removal is being considered.

(ii) Given, along with those seeking removal, the opportunity at the meeting to be heard in person or by counsel, and to present evidence in respect to the allegations made supporting the removal.

(c) If the Board determines that the trustee removal petition complies with these Bylaws, the Cooperative shall notice and hold a Special Meeting within sixty (60) days following the Board’s determination. The question of the removal of such trustee shall be considered in conjunction with that meeting.

Section 7.13 Removal of Trustee by Trustees

(a) A trustee may be removed by three-quarters (3/4) vote of all remaining trustees:

(i) For any action or inaction that significantly and adversely affects the Cooperative;

(ii) For conduct that is not in the best interest of the Cooperative; or

(iii) For any reasonable performance related grounds for dismissal based upon trustee’s failure to satisfactorily perform trustee’s duties, disruption of the Cooperative’s operation or other legitimate business reason.

(b) If such action is to be taken, a petition shall be filed which sets forth that the removal of a trustee is required and must set forth the reason(s) for such proposed action. A special Board meeting shall be scheduled for the sole purpose of addressing the removal of such trustee. At the special Board meeting, the trustee shall be entitled to be represented by counsel and shall have the right to be heard in person, through counsel and through witnesses to present evidence that said trustee desires to present. After the presentation of evidence and discussion is concluded, the question of removal of such trustee shall be considered and voted upon at such meeting. Any vacancy created by such removal shall be filled pursuant to Article 7, Section 7.11 of the Bylaws.

Article 8. Meeting of Trustees

Section 8.01 Regular Board Meetings

The Board shall meet regularly at the time, date and location within the Cooperative service territory determined by the Board. For good cause, the president or three or more trustees may change the date, time or location of a regular Board meeting but all trustees are entitled to written notice ten (10) days before such meeting.

Section 8.02 Special Board Meetings

The Board, the president, or at least three (3) trustees may call a special meeting of the Board.

Section 8.03 Conduct of Board Meetings

(a) Trustees shall attend regular Board meetings in person. A trustee may attend a regular Board meeting remotely, such as by telephone, video conference or other Electronic means, provided they receive prior approval of the Board president.

(b) Special Board meetings or other meetings of the Board may be held in person or, under special circumstances, with any or all of the trustees participating remotely, such as by telephone or video conference or other Electronic means.

(c) If a Quorum is present at any meeting, the president, vice-president, secretary and treasurer, in descending order, may preside at the Board meeting. If no officer is present, the trustees attending the meeting may elect a trustee to preside over the meeting.

Section 8.04 Notice of Trustees’ Meeting

(a) Regular Board Meetings:

(i) Any trustee not present at a regular Board meeting at which the time, date or location of a subsequent regular Board meeting is changed shall be entitled to notice of the change at least ten (10) days before the meeting.

(ii) Date, time and location of a regular Board meeting will be posted on the Cooperative’s website at least three (3) business days prior to the regular Board meeting.

(b) Special Board Meetings:

(i) Notice of the time, place and purpose of any special Board meeting shall be delivered not less than forty-eight (48) hours before the meeting, to each trustee.

(ii) Date, time and location of a special Board meeting will be posted on the Cooperative website at twenty-four (24) hours prior to the special Board meeting.

(c) Notice of Board meetings may be given personally or by Electronic means. Said notice shall be given either by or at the direction of the president or the secretary. Such notice shall be deemed to be delivered when sent or transmitted.

(d) Trustees waive any right to object to not receiving proper notice of a meeting if they attend or take part in the meeting, unless they clearly object at the beginning of the meeting.

Section 8.05 Quorum and Voting

(a) Quorum for Board meetings is a majority of the trustees in office immediately before a Board meeting begins. If a Quorum is present at the time a matter is voted or acted upon, and unless the vote of a greater number of trustees is required, then the affirmative vote of a majority of trustees present is the act of the Board.

Article 9. Trustee Districts and Redistricting

Section 9.01 Redistricting Committee

(a) Every three years staff shall generate a report of the current number of members in each district. If the deviation from the average number of members is greater than ± 10 percent, the Board shall appoint a redistricting committee comprising one (1) officer of the Board, one (1) then-serving member of the Board, and three (3) at large members of the Cooperative. This committee shall present a written recommendation to the Board by August of the year preceding the possible redistricting. The committee’s recommendation shall propose revisions using natural geographic division lines when practical and providing that the membership in each district shall be as nearly equal as possible. The Board shall then review the committee’s recommendation at the next regular monthly meeting for adoption or rejection.

(b) If the plan is rejected, it shall be returned to the committee for modification. If the Board rejects the committee’s proposal a second time, the Board shall be responsible for adopting a redistricting plan within sixty (60) days of such rejection.

(c) If the plan is adopted, the newly-proposed district boundaries shall be drawn at least sixty (60) days before the annual meeting, and the resulting districts shall be in effect for elections at the next annual meeting.

Article 10. Officers

Section 10.01 Number of Officers

The officers of the Cooperative shall be the president, vice-president, secretary and treasurer, and these officers shall be elected by and from the Board. These officers, along with the immediate past president shall constitute the Executive Committee. The offices of secretary and treasurer may be held by the same person.

Section 10.02 Election and Term of Office

(a) The officers shall be elected annually, by ballot, at the first meeting of the Board held after the annual meeting of the members. If, for any reason, the election cannot be held at such meeting, it shall take place at the next meeting of the Board. Election of any officer requires an affirmative vote of a majority of the Board.

(b) Officers shall hold office until the first meeting of the Board following the next annual meeting of the members or until their successor(s) have been elected.

(c) There shall be no term limits except for the position of president, who shall serve a maximum of three (3) consecutive one-year terms.

(d) A vacancy in any office shall be filled by the Board for the unexpired portion of the term.

Section 10.03 Removal of Officers by Trustees

The Board may remove any officer it has elected or appointed whenever, in its judgment, such removal is in the best interest of the Cooperative. Removal of any officer requires an affirmative vote of a majority of the Board.

Section 10.04 Delegation of Duties

Officers may delegate appropriate duties and responsibilities of their office to a non-Board member or, Cooperative Official, with Board approval.

Section 10.05 President

The president may exercise all authority prescribed by the Board or the members, and shall:

(a) Be the principal executive officer of the Cooperative and, unless otherwise determined by the members of the Board, shall preside at all meetings of the members, and of the Board;

(b) On the Cooperative’s behalf, sign any document properly authorized or approved by the Board or members;

(d) Appoint any and all committees; and

(e) Be an ex officio member of all standing and special committees with the exception of the Nominating Committee.

Section 10.06 Vice President

The vice president shall:

(a) Upon the president’s death, absence, mental or physical disability, or refusal or inability to act, perform the duties and have the powers of the president;

(b) Perform all other duties, have all other responsibilities, and exercise all other authority prescribed by the Board or the members; and

(c) In the event of a vacancy arising in the office of president, assume the office until an election is held at the next meeting of the Board.

Section 10.07 Secretary

The secretary shall:

(a) Be responsible for assuring that the minutes of all Board meetings, and meetings of the members, reflect the official action(s) taken at that meeting;

(b) Affix the Cooperative’s seal to any document authorized or approved by the Board or members; and

(c) Perform all other duties, have all other responsibilities, and exercise all other authority prescribed by the Board or members.

Section 10.08 Treasurer

The treasurer shall perform all duties, have all responsibility, and exercise all authority prescribed by the Board or the members, unless otherwise determined by the Board or the members, and unless otherwise required by Governing Documents.

Section 10.09 Reports

At each annual meeting of the members, the officers of the Cooperative shall submit reports covering the business of the Cooperative for the previous fiscal year. Such reports shall set forth the condition of the Cooperative at the close of such fiscal year.

Section 10.10 Chief Executive Officer and General Manager

The Board shall hire a Chief Executive Officer and General Manager who shall serve according to the terms and conditions as the Board may require.

Section 10.11 Bonds

At the Cooperative’s expense, the Cooperative may purchase a bond covering any Cooperative Official handling or having responsibility for custody of the Cooperative’s funds or property.

Article 11. Committees

Section 11.01 Standing Committees

(a) The standing committees of the Board shall be:

(i) Bylaws

(ii) Executive

(iii) Community Education

(iv) Communications

(v) Power Supply

(vi) Finance & Audit

(vii) Policy

(viii) Nominating

(b) Composition

(i) Each standing committee shall be composed of a chair, appointed by the president from the Board, and as many additional members as needed. The additional members may be trustees, administrative staff, or members at large.

(i) The Board shall set forth policy outlining the function of each committee.

(d) Term of Office

(i) The term of office shall be one (1) year.

(e) Reporting

(i) The chair of each standing committee shall report, if appropriate, at each annual meeting.

(f) Vacancies

(i) The president shall fill all vacancies.

Section 11.02 Special Committees

(a) Establishment/Composition: Special committees may, at the discretion of the Board, be established as needed. Each committee shall be composed of a chair appointed by the president from the Board and as many additional members as needed. The additional members may be trustees, administrative staff, or members at large.

(b) Term of Office: Special committees shall serve until their final report is submitted to the Board.

Article 12. Cooperative Operations

Section 12.01 Not-for-Profit

The Cooperative shall operate on a not-for-profit basis, shall operate on a cooperative basis for the mutual benefit of all members, and may not pay interest or dividends on capital furnished by members.

Section 12.02 Allocating Capital Credits

(a) Members shall furnish and contribute to the Cooperative, and the Cooperative shall receive as capital, all Operating Margins. Operating Margins are defined as all funds and amounts received from its’ members for the provision of a Cooperative service that exceed the Cooperative’s costs and expenses of providing that service.

(b) For each Cooperative service, the Cooperative shall annually allocate to each member a credit to a Capital Account in accordance with state law.

(i) allocated as Capital Credits to members in the same manner that the Cooperative allocates Operating Margins;

(ii) retained or used by the Cooperative as permanent non-allocated capital;

(iii) used to pay or offset any Cooperative cost or expense; or

(iv) used as otherwise determined and approved by the Board.

(d) The amounts accumulating in each member’s Capital Account is known as Patronage Capital. The Cooperative shall annually notify each member of the dollar amount of Capital Credits allocated or credited to the member’s Patronage Capital Account.

(e) In the event the Cooperative incurs negative Operating Margins for any fiscal year, the Board may charge negative amounts to permanent equity or may carry the negative amount forward as a deficit to be recovered from future Operating Margins.

Section 12.03 Assignment of Capital Credits

(a) Capital credited to the account of each member is assignable on the books of the Cooperative only pursuant to written instruction from the Assignor and only to the Cooperative or to successors in interest or successors in occupancy in all or part of such member’s premises served by the Cooperative.

(b) A member may not assign, create, or grant a security interest in their allocated Capital Credits to any party other than the Cooperative. Any such security interest in favor of another party is invalid and unenforceable. However, if such an interest is ever found to be valid and enforceable, it shall be subordinate to any security or other interest held by the Cooperative in those Capital Credits.

Section 12.04 Retiring Capital Credits

(a) At any time before the Cooperative’s dissolution or liquidation, and if the Board determines that the Cooperative’s financial condition shall not be adversely impacted and it complies with any lender’s requirements, the Board may authorize the Cooperative to, and the Cooperative shall, wholly or partially retire Capital Credits.

(b) The Board shall determine the manner, method and timing of retiring Capital Credits as well as the type of distribution.

(c) A terminated member’s Capital Credits shall be applied to any amounts owed to the Cooperative subject to the other provisions of the Bylaws.

(d) In the closing of an account, the member may be offered a retirement of their Capital Credits at a discounted rate at the discretion of the Board.

(e) The Board shall also have the power to provide for the special retirement of all allocated Capital Credits of a deceased member or of a member who is a Natural Person and is seventy-five (75) years of age or older, provided that such retirement shall be on a discounted basis using a rate that shall be established from time to time by the Board to determine the then-current value of each Capital Credit account. The special retirement of Capital Credits shall be made only when the finances of the Cooperative and the cash available make such a retirement possible without impairing the financial condition of the Cooperative.

(f) Upon the death of one member of a joint membership or upon the request of one member who has attained the age of seventy-five (75) years or more, the joint membership shall terminate. The surviving or requesting member shall have the option of receiving Patronage Capital on a general retirement basis or one-half (1/2) of the previously allocated Patronage Capital on a discounted basis.

(g) The Board shall only provide a discounted special retirement authorized by subparagraphs (e) and (f) above after the death of a member who was a Natural Person. No such discounted special retirement shall be made if the member was a corporation, partnership, Limited Liability Company or any other business entity authorized to conduct business in the State of Montana.

(h) Special retirements of Capital Credits are subject to discounting, the amount of which is retained by the Cooperative as permanent equity.

Article 13. Dissolution

In the event of dissolution or liquidation of the Cooperative, after all outstanding debts of the Cooperative have been paid, outstanding Capital Credits shall be retired without priority on a pro rata basis.

Article 14. Acquisition or Disposition of Assets/Property

Section 14.01 Board Approved Acquisitions and Dispositions

An affirmative vote of two-thirds (2/3) of the Board may authorize, in any one year, acquisition or disposition of an asset or property that has a price equal to or less than twenty percent (20%) of the total assets of the Cooperative.

Section 14.02 Membership Approved Acquisitions

A majority vote of the membership, by ballot, shall authorize acquisition of any single asset or property greater than twenty percent (20%) of the total assets of the Cooperative.

Section 14.03 Membership Approved Disposition

The Cooperative shall not sell, lease, exchange, or otherwise dispose of property or assets (other than as provided in Article 15), in any one year, in excess of twenty percent (20%) of the value of all property or assets unless all of the following occur:

(a) The Board appoints three (3) independent appraisers, each of whom, within a reasonable period of time, evaluates the Cooperative’s assets and renders an appraisal valuing the Cooperative’s specified assets. These appraisals shall be paid for by the entity desiring to purchase the assets.

(b) The Board approves the transaction.

(c) Members are notified at least ninety (90) days in advance of a meeting to vote on acquisition or disposition of assets or property and the terms of the proposed transaction.

(d) If the proposed transaction is to dispose of Cooperative assets, at least thirty (30) days before the member meeting, the Cooperative shall invite all other electric cooperatives in the State of Montana to submit proposals to acquire the Cooperative’s specified assets.

(e) Members are mailed, at least thirty (30) days before the member meeting, any alternative proposal made by Cooperative members, if it has been submitted to the Board with dated signatures, printed names, addresses and phone numbers of fifty (50) or more members.

(f) A vote of at least two-thirds (2/3) of the total membership approves the transaction by ballot.

(g) The Cooperative allocates and credits to members as Capital Credits any consideration received for the specified assets in excess of the Cooperative’s debts, obligations and liabilities on those specified assets. The Cooperative shall allocate these credits in proportion to each member’s Patronage Capital to the total Patronage Capital. This will be done via a special allocation after the annual allocation.

(h) In the case of a purchase of all Cooperative property by a third party, that party shall pay at least fair market value for the property, pay off all debts of the Cooperative, and return all Capital Credits in full to all members of the Cooperative.

Article 15. Merger or Consolidation With Another Cooperative

Section 15.01 Approval of Merging or Consolidating

The Cooperative may merge or consolidate with any one or more cooperatives by complying with the following:

(a) The proposal for merger or consolidation shall have been approved by two-thirds (2/3) of the Board.

(b) The proposed merger or consolidation plan shall be submitted to the membership at an annual or Special Meeting. The notice for such meeting shall set forth the full particulars of the proposed merger or consolidation.

(c) The proposal for merger or consolidation and the proposed articles of the merged or new entity shall be approved by two-thirds (2/3) of the members voting thereon at the meeting.

Article 16. Indemnification

Section 16.01 Indemnification of Cooperative Officials

The Cooperative may indemnify any Cooperative Official who is made a party to a proceeding because of that relationship if the Cooperative Official:

(a) conducted business in good faith;

(b) reasonably believed their conduct was in the best interest of the Cooperative; and

There shall be no indemnification in connection with a proceeding by the Cooperative in which the party is adjudged liable to the Cooperative, or if in a proceeding the party is found to have improperly received personal benefit from their actions. This indemnification is limited to reasonable expenses incurred in connection with the proceeding.

The determination to indemnify must be made by the Board based upon majority vote of a Quorum consisting of trustees who are not parties to the proceeding.

The Cooperative shall purchase and maintain reasonable insurance on behalf of a Cooperative Official, against liability asserted or incurred by the Cooperative Official in that capacity or arising from their status as a Cooperative Official.

Article 17. Financial Transactions

Section 17.01 Contracts

Except as otherwise provided in these Bylaws, the Board, at any regularly scheduled meeting or any special Board meeting called for the purpose, may authorize any Cooperative Official to enter into any contract or execute and deliver any instrument in the name and on the behalf of the Cooperative, and such authority may be general or confined to specific instances.

Section 17.02 Checks, Drafts, Etc.

Except as otherwise provided by law or in these Bylaws, all checks, drafts, or other orders for payment of money, and all notes, bonds or other evidence of indebtedness issued in the name of the Cooperative shall be signed by such Cooperative Official(s) as determined by resolution of the Board.

Section 17.03 Deposits

All funds of the Cooperative shall be deposited from time to time to the credit of the Cooperative in such bank or banks as the Board may select.

Section 17.04 Fiscal Year

The fiscal year of the Cooperative shall begin on the first day of January of each year and end on the thirty-first day of December of the same year.

Article 18. Parliamentary Authority

The rules contained in the current edition of Robert’s Rules of Order shall govern the meetings of the Cooperative, so long as these rules are not inconsistent with Governing Documents. The Board may designate a person to act as parliamentarian for the purpose of interpreting said rules.

Article 19. Electronic Documents and Actions

Section 19.01 Electronic Documents and Actions

(a) The member or trustee consents and agrees to:

(i) Use, accept, send, receive, and transmit Electronic documents related to any action, transaction, business, meeting, or activity involving the Cooperative;

(ii) Conduct business with, for, or on behalf of the Cooperative; and

(iii) Provide or confirm this consent and agreement Electronically.

(b) An Electronic document sent or received from a member or trustee satisfies any requirement in the Cooperative’s Governing Documents that the underlying document be in writing.

(c) Electronic transmission of an Electronic document to or from a member or trustee satisfies any requirement that the document be sent or received personally or by mail.

(d) Any action taken Electronically by a member or trustee satisfies any requirement in the Governing Documents regarding the form or manner of taking such action.

Section 19.02 Electronic Documents Sent and Received

(a) An Electronic document transmitted from the Cooperative to a member, former member, trustee or former trustee at their last known Electronic address shall be deemed sent, received and effective on the date it is transmitted by the Cooperative.

(b) An Electronic document transmitted to the Cooperative by a member, former member, trustee, or former trustee shall be deemed received and effective on the date it is received by the Cooperative.

Article 20. Amendment

Section 20.01 Amendment Process

These Bylaws may be amended in conjunction with any regular or Special Meeting of the members by a majority of those voting by ballot, provided a summary of all amendments is included, in writing, with the ballot. The full text of amendments will be available by request and on the Cooperative website.

Section 20.02 Titles and Headings

All titles and headings of the articles in these Bylaws, sections, and subsections are for convenience and reference only and do not affect the interpretation of any Bylaw article, section or subsection.

The foregoing bylaws were amended by a vote of the members of Flathead Electric Cooperative on April 16, 2026.

Glossary

Articles of Conversion: Articles that bind a corporation that has been formed due to its conversion from another corporation.

Flathead Power, a Montana Corporation, was converted to Flathead Electric Cooperative, Inc. in 1937 under Articles of Conversion.

Board: The Board of Trustees for Flathead Electric Cooperative, Inc.

Capital Account: An account established for each member of the Cooperative to which undistributed Capital Credits are allocated.

Capital Credits: Margins in excess of operating expenses that have been allocated to the Capital Accounts of members.

Computation of Time: Unless otherwise stated, a day will be defined as a calendar day.

Cooperative Equipment: A product, equipment, structure, facility, line, pole, tower, transformer, generator, panel, turbine, vehicle, battery, or other good or property owned, controlled, operated, or furnished by, or rented or leased by or from (collectively, “possessed”), the Cooperative.

Cooperative Service(s): Electric energy provided by the Cooperative and as determined by the Board, or good or service provided by the Cooperative.

Cooperative Official: A Cooperative Trustee, Officer, employee, agent, or representative.

Easement: An interest in land owned by another that entitles its holder to a specific limited use.

Electronic: Relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities (includes “Electronically”).

Electronic Signature: Execute or adopt a tangible symbol with intent to authenticate the document; or attach or logically associate an Electronic sound, symbol, or process to the document with intent to authenticate it. Electronic Transmission includes, but is not limited to, transmission via: (a) email; (b) the Cooperative’s website; or (c) any website or system designated or used by the Cooperative to send, receive, or process Electronic documents or conduct business Electronically.

Governing Documents: The membership application signed by a member and all rules that guide the Cooperative including but not limited to: (a) applicable laws; (b) the Articles of Conversion; (c) the Articles of Incorporation; (d) these Bylaws; (e) the Cooperative’s rates and price schedules; and (f) any policies, procedures, plans or decisions made or approved by the Board. These documents may be written or Electronic and include current and future versions.

Member Electric Equipment: Connected to Cooperative Equipment or used for or related to electric energy generation, consumption, charging, discharging, storage, regulation, control, measurement, metering, transmission, distribution, demand, efficiency, conservation, resiliency, or similar purpose.

Natural Person: Natural Person does not include corporations or other non-human legal entities which are members. To be eligible to be a trustee, the member must be a person.

Operating Margins: All funds and amounts received from members for the provision of a Cooperative service, that exceed the Cooperative’s costs and expenses of providing that service.

Patronage Capital: Capital Credits that have been allocated to members on the books of the Cooperative and have been retained as capital until such time the financial position of the Cooperative warrants retirement of these credits.

Primary Residence: The home located within the Cooperative service area in which a member lives the greater part of the year.

Quorum: The number of members which, when assembled, is legally required to conduct business.

Special Meeting: A meeting of the members, called for a specific purpose, and on a date other than that of the regularly scheduled annual meeting. Special Meetings require notification to be sent to each member.

Article 1. Name

Article 2. Purpose

Article 3. Membership

Article 4. Rights and Responsibilities of Members

Article 5. Membership List

Article 6. Meeting of Members

Article 7. Trustees

Article 8. Meeting of Trustees

Article 9. Trustee Districts and Redistricting

Article 10. Officers

Article 11. Committees

Article 12. Cooperative Operations

Article 13. Dissolution

Article 14. Acquisition or Disposition of Assets/Property

Article 15. Merger or Consolidation With Another Cooperative

Article 16. Indemnification

Article 17. Financial Transactions

Article 18. Parliamentary Authority

Article 19. Electronic Documents and Actions

Article 20. Amendment

Glossary

Kalispell Office

Libby Office

Office Hours

Phone Numbers

Quick Links

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Article 1. Name

Article 2. Purpose

Article 3. Membership

Article 4. Rights and Responsibilities of Members

Article 5. Membership List

Article 6. Meeting of Members

Article 7. Trustees

Article 8. Meeting of Trustees

Article 9. Trustee Districts and Redistricting

Article 10. Officers

Article 11. Committees

Article 12. Cooperative Operations

Article 13. Dissolution

Article 14. Acquisition or Disposition of Assets/Property

Article 15. Merger or Consolidation With Another Cooperative

Article 16. Indemnification

Article 17. Financial Transactions

Article 18. Parliamentary Authority

Article 19. Electronic Documents and Actions

Article 20. Amendment

Glossary