Amended and Restated By-laws
Of
MUD LAKE TELEPHONE COOPERATIVE ASSOCIATION, INC.
The By-laws of the Mud Lake Telephone Cooperative Association, Inc., (“Cooperative”) originally passed and adopted on the 18th day of September 1952, were restated, and amended at meetings of the Membership following due notice to the Members of consideration of amendments to the By-laws, held on: February 7, 1990; February 16, 1996; and February 9, 2022. These Amended and Restated By-laws were approved and adopted at meetings of the Board of Directors duly called, noticed, and held subsequent to the meetings of Membership.
ARTICLE I - MEMBERSHIP
SECTION 1: Requirements for Membership
Any person, firm, association, corporation, or body politic or subdivision thereof may become a Member of Mud Lake Telephone Cooperative Association, Inc., (hereinafter called the “Cooperative”) by:
a) Making a written application for Membership therein;
b) Reside in, or conduct business at a physical address within the following zip codes:
a. 83435
b. 83450
c. 83446
d. 83423
e. 83425
c) Agreeing to comply with and be bound by the Articles of Incorporation and By-laws of the Cooperative and any rules and regulations adopted by the Board of Directors (hereinafter called the “Board”); and
d) Agreeing to pay the Membership fee hereinafter specified on uniform terms and conditions established by the Board;
Provided, however, that no person, firm association, corporation, or body politic or subdivision thereof shall become a Member unless and until he or it has been accepted for Membership by the Board or the Members. No Membership shall be transferable, except as provided in these By-laws.
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. Such certificate shall be signed by the President and by the Secretary and the corporate seal shall be affixed thereto. No Membership certificate shall be issued for less than the Membership fee fixed in these By-laws nor until such Membership fee has been fully paid for. In case a certificate is lost, destroyed, or mutilated, a new certificate may be issued therefore upon such uniform terms and indemnity to the Cooperative as the Board may prescribe.
SECTION 3: Joint Membership
A husband and wife may apply for a joint Membership and subject to their compliance with the requirements of Section 1 of this article, may be accepted for such Membership. The term “Member” as used in these By-laws shall be deemed to include a husband and wife holding a joint Membership and any provisions relating to the rights and liabilities of Membership shall apply equally with respect to the holders of a joint Membership. Without affecting the generality of the foregoing, the effect of the hereinafter specified actions by or in respect of 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 and shall constitute a joint waiver of notice of the meeting;
b) The vote of either separately or both jointly shall constitute one joint vote;
c) A waiver of notice signed by either or both shall constitute a joint waiver;
d) Notice to either shall constitute notice to both;
e) Expulsion to either shall terminate the joint Membership;
f) Withdrawal of either shall terminate the joint Membership; and
g) Either but not both may be elected or appointed as an officer or director, provided that the one appointed or elected shall meet the qualifications of such office.
SECTION 4: Conversion of Membership
a) A Membership may be converted to a joint Membership upon the written request of the shareholder thereof and the agreement by such holder and his or her spouse to comply with the Articles of Incorporation, By-laws, and any rules and regulations adopted by the Board. The outstanding Membership certificate shall be surrendered and shall be reissued by the Cooperative in such manner as shall indicate the changed Membership status.
b) Upon the death of either spouse who is a party to the joint Membership, such Membership shall continue to be held solely by the survivor. The outstanding Membership certificate may be surrendered and reissued in such a manner as shall indicate the changed Membership status, but if such certificate shall not be surrendered, then, upon proof of the death of the one joint Member, the Membership shall be deemed to be a sole Membership and continue to be held in that status without change of the certificate; provided, however, that the estate of the deceased shall not be released from any debts due the Cooperative.
SECTION 5: Membership Fee
The Membership fee shall be five dollars or other amount as set by the Board of Directors and communicated to Membership. Which shall be a non-refundable administrative fee. An additional amount may be required to be paid as equity for each connection, extension, or other available service, in accordance with the rules and regulations prescribed by the Board.
SECTION 6: Termination of Membership
a) Any Member may withdraw from Membership upon compliance with such uniform terms and conditions as the Board may prescribe. The Board may, by the affirmative vote of not less than two-thirds of all the Directors, expel any Member who fails to comply with any of the provisions of the Articles of Incorporation, By-laws, or any rules or regulations adopted by the Board; but only if such Member shall have been given written notice by the Secretary that such failure makes him liable to expulsion and such 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 or by vote of the Members by any annual or special meeting.
b) 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 surrendered forthwith to the Cooperative. Termination of Membership in any manner shall not release a Member or his estate from any debts due the Cooperative.
ARTICLE II - RIGHTS AND LIABILITIES OF MEMBERS
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 By-laws, and
c) The remaining property and assets of the Cooperative shall be distributed among the Members in the proportion which the aggregate patronage of each Member bears to the total patronage of all such Members unless otherwise provided by law.
SECTION 2: Non-liability for debts of the Cooperative
a) 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 liable or responsible for any debts or liabilities of the Cooperative.
ARTICLE III - MEETING OF THE MEMBERS
SECTION 1: Annual Meeting
a) Date: The annual meeting of the Members shall be held on the second Wednesday of February of each year, at the hour of 5:00 p.m.; provided, however, that the Board of Directors may fix the annual meeting at any other day within the first two weeks of February of each year at the time to be fixed by the Board of Directors.
b) Place: The annual meeting shall be held at the Cooperative’s business office in Dubois, Idaho, provided, however, that the Board of Directors may set the annual meeting at such other place within the County of Jefferson or the County of Clark, State of Idaho, as shall be set by the Board of Directors and designated in the notice of the meeting.
c) Purpose: The annual meeting shall be held for the purpose of electing directors, passing upon reports for the previous fiscal year and transacting such other business as may properly come before the meeting.
d) Failure to hold meeting: Failure to hold the annual meeting at the designated time shall not work forfeiture or dissolution of the Corporation. In the event that the Board of Directors fails to call the annual meeting within the designated time, any Member may make a demand that such meeting be held within a reasonable time, such demand to be made in writing by registered mail, directed to any officer of the corporation. If the annual meeting of Members is not called within sixty days following such demand, any Member may compel the holding of such annual meeting by legal action directed against the Board in the District Court in the County in which the Corporation’s registered office is situated.
SECTION 2: Special Meetings
Special meetings of the Members may be called by the President, by the Board of Directors, by Members having at least one-tenth of the votes entitled to be cast at such meeting, or by any three Directors, 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 may be held at any place within the County or Counties of Jefferson or Clark, State of Idaho, and at such time as specified in the notice of the special meeting.
SECTION 3: Notice of Members’ Meeting
Written notice stating the place, day and hour of the meeting and, in case of a special meeting or an annual meeting at which business requiring special notice 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 or by mail, by or at the direction of the Secretary, or upon a default in duty by the Secretary, by the persons 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
Fifty Members or two percent of the Members, whichever shall be the larger, shall constitute a quorum. If less than a quorum is present at any meeting, a majority of those present may adjourn the meeting from time to time without further notice. The minutes of each meeting shall contain a list of Members present in person.
SECTION 5: Voting
a) Each Member shall be entitled to only one vote upon each matter submitted to a vote at a meeting of the Members. All questions shall be decided by a vote of a majority of the Members voting thereon provided by law, the Articles of Incorporation, or these By-laws.
b) A Member may vote in person or by proxy executed in writing by the Member. No proxy shall be valid after eleven months from the date of its execution. Each proxy shall be revocable at the pleasure of the Member who executed it.
c) At each election for Directors, every Member entitled to vote at such election, shall have the right to vote in person, or by proxy, for as many persons as there are Directors to be elected and for whose election he has a right to vote, or to accumulate his vote by giving one candidate as many votes as the number of such Directors, multiplied by his vote, shall equal, or by distributing such votes on the same principal among any number of such candidates.
SECTION 6: 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, except as otherwise determined by the Members at the meeting.
a) Report on the number of Members present in person or by proxy in the order to determine the existence of a quorum.
b) 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.
c) Reading of unapproved minutes of previous meeting of the Members and taking of necessary action thereon.
d) Presentation and consideration of reports of officers, directors, and committees.
e) Election of directors.
f) Unfinished business.
g) New business.
h) Adjournment.
ARTICLE IV - DIRECTORS
SECTION 1: General Powers
The business and affairs of the Cooperative shall be managed by a Board of nine Directors which shall exercise all of the powers of the Cooperative except such as are by law, the Articles of Incorporation, or these By-laws conferred upon or reserved to the Members.
SECTION 2: Election and Tenure of Office
The Directors shall be elected at the annual meeting of Members with three Directors being elected to serve for a term of three years or until their successors shall have been elected and shall have qualified. Should there be more than one nominee for any position of Director, the election shall be by secret ballot for such position. If an election of Directors shall not be held on the day designated herein for the annual meeting, or at any adjournment thereof, the Directors then elected shall continue as Directors until their successors shall have been elected and shall have qualified, and a special meeting of the Members shall be held for the purpose of the electing of Directors within a reasonable time thereafter. Upon the establishment of a quorum, at any meeting at which Directors are to be elected, the Directors shall then be elected by a majority vote and, in the event, there are more than two nominees for a position for Director, and none of the nominees get a majority vote, any nominees receiving more than one-third of the vote shall have a run-off election to choose who shall be elected with the one receiving the lesser number of votes being eliminated if there is no majority on any run-off election, and a further runoff election will be held to elect the Director.
SECTION 3: Qualifications
No person shall be eligible to become or remain a Director of the Cooperative who:
a) Is not a Member and is not presently residing in the area served or to be served by the Cooperative; or
b) Is in any way employed by or financially interested in a competing enterprise.
SECTION 4: Location of Directors
a) The Board of Directors, composed of nine Directors, shall be so elected, and, in subsequent elections, shall be so nominated and elected, so that the Directors shall reside in and be elected from the following Service areas.
a. Mud Lake & Terreton Two Directors
b. Dubois One Director
c. Spencer/Sheep Station One Director
d. Kilgore One Director
e. Hamer One Director
f. Small One Director
g. Monteview One Director
h. At Large One Director
b) Should a Director be elected from a Service area and subsequently move from such Service area to another Service area within the area served by the Cooperative, such Director shall be entitled to continue to serve for the term of his election, and nothing contained in this section shall affect in any manner whatsoever the validity of any action taken at any meeting of the Board.
SECTION 5: Nominations
It shall be the duty of the Board to appoint, not less than twenty days before the date of a meeting of the Members at which Directors are to be elected, a committee on nominations consisting of not less than three nor more than seven Members. The Committee shall prepare a list of nominations for directors which shall include one or more candidates for each Director to be elected. The committee shall prepare and post at the principal office of the corporation, at least twenty days before the meeting, a list of nominations for Directors, which shall include one or more candidates for each Director to be elected. The Secretary shall cause to be mailed, with notice of the meeting, or separately, but at least ten days before the day of the meeting, a statement of the number of Directors to be elected and the names and Service area designation of the candidates. The Chairman shall call for additional nominations from the floor, and nominations shall not be closed until at least one minute has passed, during which no additional nomination has been made.
SECTION 6: Removal of Directors by Members
Any Member may bring charges against a Director and, by filing with the secretary such charges in writing together with a petition signed by at least ten percent of the Members, or two hundred Members, whichever is the lesser, may request the removal of such Director by reason thereof. Such Director shall be informed in writing of the charges at least ten days prior to the meeting of the Members at which the charges are to be considered and shall have an opportunity at the meting to be heard in person or by counsel and to present evidence in respect of the charges; and the person or persons bringing the charges against him shall have the same opportunity. The question of the removal of such Director shall be considered and voted upon at the meeting of the Members and any vacancy created by such removal may be filled by vote of the Members at such meeting without compliance with the foregoing provisions with respect to nominations.
SECTION 7: Vacancies
Subject to the provisions of the By-laws with respect to the filling of vacancies caused by the removal of Directors by the Members, a vacancy occurring in the Board shall be filled by the affirmative vote of a majority of the remaining Directors for the unexpired portion of the term, provided, however, that in the event the vacancy is not filled by the Board within sixty days after the vacancy occurs, the Members shall have the right to fill such vacancy at a meeting of the Members without compliance with the foregoing provisions in respect of nominations.
SECTION 8: Compensation
Directors shall not receive any salary for their services as Directors, except that by resolution of the Board, a reasonable fee, and actual expenses of attendance, if any, may be allowed for attendance at each meeting of the Board. No Director shall receive compensation for serving the Cooperative in any other capacity.
ARTICLE V - MEETING OF THE DIRECTORS
SECTION 1: Regular Meetings
A regular meeting of the Board shall be held without notice, immediately after, and at the same place as the annual meeting of the Members. A regular meeting of the Board shall also be held monthly at such time and place in Clark or Jefferson County, State of Idaho, as the Board may provide by resolution. Such regular monthly meeting may be held without notice other than such resolution fixing the time and place thereof.
SECTION 2: Special Meetings
Special meetings of the Board may be called by the President or by any three Directors, and it shall thereupon be the duty of the Secretary to cause notice of such meeting to be given as hereinafter provided. The President or the Directors calling the meeting shall fix the time and place (which shall be in Clark or Jefferson Counties, State of Idaho), for the holding of the meeting.
SECTION 3: Notice of Director's Meetings
Written notice of the time, place, and purpose of any special meeting of the Board shall be delivered to each Director not less than five days previous thereto, either personally or by mail, by or at the direction of the Secretary, or upon a default in duty of the Secretary, by the President or the Directors calling the meetings. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the Director at his address as it appears on the records of the Cooperative, with postage thereon prepaid.
SECTION 4: Quorum
A majority of the Board shall constitute a quorum, provided, that if less than such majority of the Directors is present at said meeting, a majority of the Directors present may adjourn the meeting from time to time; and provided further, that the Secretary shall notify any absent Directors of the time and place of such adjourned meeting. The act of the majority of the Directors present at the meeting at which a quorum is present shall be the act of the Board.
ARTICLE VI - OFFICERS
SECTION 1: Number
The officers of the Cooperative shall be a President, Vice President, Secretary, Treasurer, and such other officers as may be determined by the Board from time to time. The offices of Secretary and of Treasurer may be held by the same person.
SECTION 2: Election and Term of Office
The officers shall be elected by ballot, annually by and from the Board at the meeting of the Board held immediately after the annual meeting of the Members. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until the first meeting of the Board following the next succeeding annual meeting of the Members of until his successor shall have been elected and shall have qualified. Except as otherwise provided in these By-laws, the vacancy in any office shall be filled by the Board for the unexpired portion of the term.
SECTION 3: Removal of Officer and Agent by Directors
Any officer or agent elected or appointed by the Board may be removed by the Board whenever in its judgment the best interest of the Cooperative will be served thereby. In addition, any Member of the Cooperative may bring charges in writing, together with a petition signed by ten percent of the Members, or two hundred Members, whichever is the lesser, and may request the removal of such officer. The officer against whom such charges have been brought shall be informed in writing of the charges at least ten days prior to the Board meeting at which the charges are to be considered and shall have an opportunity at the meeting to be heard in person or by counsel and to present evidence in respect of the charges; and the person or persons bringing the charges against him shall have the same opportunity. IN the event the Board does not remove such officer, the question of his removal shall be considered and voted upon at the next meeting of the Members.
SECTION 4: President
The President shall:
a) Be the principal executive officer of the Cooperative and, unless otherwise determined by the Members or the Board, shall preside at all meetings of the Members and the Board;
b) Sign, with the Secretary, certificates of Membership, the issue of which shall have been authorized by the Board or the Members, and may sign any deeds, mortgages, deeds of trust, notes, bonds, contracts or other instruments authorized by the Board to be executed, except in cases in which the signing and execution thereof shall be expressly delegated by the Board or by these By-laws to some other officer or agent of the Cooperative, or shall be required by law to be otherwise signed or executed; and
c) In general, perform all duties incident to the office of President and such other duties as may be prescribed by the Board from time to time.
SECTION 5: Vice President
In the absence of the President, or in the event of his inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall also perform such other duties as from time to time may be assigned to him by the Board.
SECTION 6: Secretary
The Secretary, or his/her designated assistants, shall:
a) Keep the minutes of the meetings of the Members and of the Board in one or more books provided for that purpose;
b) See that all notices are duly given in accordance with these By-laws or as required by law;
c) Be custodian of the corporate records and of the seal of the Cooperative and affix the seal of the Cooperative to all certificates of Membership prior to the issue thereof and to all documents, the execution of which on behalf of the Cooperative under its seal is duly authorized in accordance with the provisions of these By-laws.
d) Keep a register of the names and post office addresses of all Members;
e) Sign, with the President, certificates of Membership, the issue of which shall have been authorized by the Board or the Members;
f) Have general charge of the books of the Cooperative;
g) Keep on file at all times a complete copy of the Articles of Incorporation and By-laws of the Cooperative containing all amendments thereto (which copy shall always be open to the inspection of any Member) and shall, at the expense of the Cooperative, forward a copy of the By-laws and of all amendments thereto any Member making written request therefore; and
h) In general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board.
SECTION 7: Treasurer
The Treasurer, or his/her designated assistants, shall:
a) Have charge and custody of and be responsible for all funds and securities of the Cooperative;
b) Be responsible for the receipt of and the issuance of receipts from all moneys due and payable to the Cooperative and for the deposit of all such moneys in the name of the Cooperative in such bank or banks as shall be selected in accordance with the provisions of these By-laws; and
c) In general, perform all duties incident to the office of Treasure and such other duties as from time to time may be assigned to him by the Board.
SECTION 8: Manager
The Board may appoint a manager who may be, but who shall not be required to be, a Member of the Cooperative. The manager shall perform such duties and shall exercise such authority as the Board may from time-to-time vest in him.
SECTION 9: Bonds of Officers
The Treasurer and any other officer or agent of the Cooperative charged with responsibility for the custody of any of the funds or property shall give bond in such sum and with such surety as the Board shall determine. The Board in its discretion may also require any other officer, agent, or employee of the Cooperative to give bond in such amount and with such surety as it shall determine.
SECTION 10: Compensation
The powers, duties and compensation of officers, agents and employees shall be fixed by the Board, subject to the provisions of these By-laws with respect to compensating for Directors and close relatives of Directors.
SECTION 11: Reports
The officers of the Cooperative shall cause to be submitted at each annual meeting of the Members, reports covering the business of the Cooperative for the previous fiscal year. Such reports shall set forth the condition of the Cooperative at the end of such fiscal year.
ARTICLE VII - NON-PROFIT OPERATION
SECTION 1: Interest or Dividends on Capital Prohibited
The Cooperative shall at all times be operated on a Cooperative basis for the mutual benefit of its patrons. No interest or dividends shall be paid or payable by the Cooperative on any capital furnished by its patrons.
SECTION 2: Member Capital Accounts
In the furnishing of service, the Cooperative's operations shall be conducted so that all Members will, through their patronage, furnish capital for the Cooperative. In order to induce Member patronage to assure that the Cooperative will operate on a nonprofit basis, the Cooperative is obligated to account on a patronage basis to all its Members for all amounts received and receivable from the furnishing of service in excess of operating costs and expenses properly chargeable against the furnishing of services. The Cooperative is obligated to pay by credits to the capital account for each Member all amounts in excess of operating costs and expenses. The books and records of the Cooperative shall clearly reflect the amount of patronage capital, credited to the account of each Member. All such amounts credited to the capital account of any Member shall have the same status as though they had been paid to the Member in cash in pursuance of a legal obligation to do so and the Member had then furnished the Cooperative corresponding amounts for capital.
In the event of dissolution or liquidation of the Cooperative, after all outstanding indebtedness of the Cooperative shall have been paid, outstanding capital credits shall be retired without priority on a pro rata basis before any payments are made on account of property rights of Members. If, at any time prior to the dissolution or liquidation, the Board shall determine that the financial condition of the Cooperative will not be impaired thereby, the capital then credited to patrons' accounts may be retired in full or in part. Any such retirements of capital shall be made in order of priority according to the year in which the capital was furnished and credited, the capital first received by the Cooperative being first retired, except that the Board may, in its discretion, act to allocate up to 10% of any such retirement of capital to other years. In no event, however, may any such capital be retired unless, after the proposed retirement, the capital of the Cooperative shall equal at least forty percent of total assets of the Cooperative.
Capital credited to the account of each Member shall be assignable only on the books of the Cooperative, pursuant to written instruction from the assignor and only to successors in interest or successors in occupancy in all or a part of such Member's premises served by the Cooperative unless the Board, acting under policies of general application, shall determine otherwise.
Notwithstanding any other provision of these By-laws, the Board, at its discretion, shall have the power upon the death of any Member, to retire capital credited to any such Member immediately upon such terms and conditions as the Board may determine.
The patrons of the Cooperative, by dealing with the Cooperative, acknowledge that the terms and provisions of the Articles of Incorporation and By-laws, as well as policies, rules and regulations shall constitute and be a contract between the Cooperative and each patron, and both the Cooperative and the patrons are bound by such contract, as fully as though each patron had individually signed a separate instrument containing such terms and provisions.
SECTION 3: Unclaimed Capital Credits
Capital credits declared by the Board to be retired and paid but which remain unclaimed after due notice shall be maintained in a separate account and fund in an amount determined by the Board but no less than the amount required by the unclaimed property law of the state of Idaho. The fund shall be maintained in an interest-bearing account at the Board's discretion and shall be held subject to the payment of claims duly and validly made for the payment of the capital credits.
ARTICLE VIII - DISPOSITON OF PROPERTY
The Board of Directors shall have full power and authority without authorization of the Members, to sell, exchange or dispose of any outdated, outmoded, obsolete or unworkable property or assets, as the Board shall deem desirable. The Board shall further have full power and authority, without authorization of the Members, to authorize the execution and delivery of a mortgage or mortgages, or a deed or deeds of trust upon, or the pledging or encumbering of any or all of the property, assets and equipment of the Cooperative, and shall further have the full power and authority, without authorization by the Members thereof, to mortgage or encumber the privileges, licenses, franchises and permits of the Cooperative whether acquired or to be acquired, and wherever situated, as well as the revenues and income there from, upon such terms and conditions as the Board shall determine to secure any indebtedness of the Cooperative to the United States of America or any instrumentality or agency thereof.
Provided however, that the Cooperative shall not sell, dispose of or encumber all of the property, assets, rights, privileges, licenses, franchises and permits of the Cooperative, which shall mean the selling of the business of the Cooperative and the right to provide services in the area served by the Cooperative, unless such transaction is authorized at a meeting of the Members thereof, by the affirmative vote of not less than two-thirds of all the Members of the Cooperative, which meeting shall be held following notice of the meeting which shall give notice of such proposed transaction.
ARTICLE IX - SEAL
The corporate seal of the Cooperative shall be in the form of a circle and shall have inscribed thereon the name of the Cooperative and the words “Corporate Seal, State of Idaho.”
ARTICLE X - FINANCIAL TRANSACTIONS
SECTION 1: Contracts
Except as otherwise provided in these By-laws, the Board may authorize any officer or officers, agent, or agents to enter into any contract or execute and deliver any instrument in the name and on behalf of the Cooperative, and such authority may be general or confined to specific instances.
SECTION 2: Checks, Drafts, Etc.
All checks, drafts, or other orders for the payment of money, and all notes, bonds or other evidences of indebtedness issued in the name of the Cooperative shall be signed by such officer or officers, agent or agents, employee, or employees of the Cooperative and in such manner as shall from time to time be determined by resolution of the Board.
SECTION 3: 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 4: Fiscal Year
The fiscal year of the Cooperative shall begin on the first day of January of each year and shall end on the thirty-first day of December of the same year.
SECTION 5: Non-Operating Revenue
Non-operating revenues received by the Cooperative shall be allocated into two separate categories. The first category is the interest received on unclaimed capital credits which account is maintained pursuant to the laws of the state of Idaho and the policy decision of the Board of Directors. Revenue from such account shall be utilized for an education fund to benefit Cooperative Members or their family for educational opportunities pursuant to policy adopted by the Board of Directors. Other non-operating revenues received by the Cooperative shall be treated in the same manner as operating revenues for credit to the capital accounts as provided in Article VII of the bylaws, provided the same is not needed for the payment of obligations for prior deficits or business infrastructure. Other categories for non-operating revenue may be established by the Board of Directors in their discretion from time to time.
ARTICLE XI - MISCELLANEOUS
SECTION 1: Membership in Other Organizations
The Cooperative shall not become a Member of or purchase stock in any other organization without an affirmative vote of the Members at a duly held meeting, the notice of which shall specify that action is to be taken upon such proposed Membership or stock purchases, provided however, that the Cooperative may upon the authorization of the Board, purchase stock in or become a Member of any corporation or organization organized on a non-profit basis for the purpose of engaging in or furthering the cause of area-wide rural telephone service, or with the approval of the Administrator of REA, or any other corporation for the purpose of acquiring telephone facilities or assuring more adequate services to its Members.
SECTION 2: Waiver of Notice
Any Member or Director may waive in writing any notice of a meeting required to be given by these By-laws. The attendance of a Member or director at any meeting shall constitute a waiver of notice of such meeting by such Member or director, except in case a Member or Director shall attend a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting has not been lawfully called or convened.
SECTION 3: Rules and Regulations
The Board shall have power to make and adopt such rules and regulations, not inconsistent with law, the Articles of Incorporation or By-laws, as it may deem advisable for the management of the business and affairs of the Cooperative.
SECTION 4: The Board shall cause to be established and maintained an adequate accounting system consistent with a generally accepted accounting principals. The Board shall cause to be made a full and complete audit of the accounts, books, and financial condition of the Cooperative as of the end of each fiscal year. Such audit reports shall be made annually to the Members upon request.
ARTICLE XII - AMENDMENTS
These By-laws may be altered, amended, or repealed by the affirmative vote of a majority of the Members voting in person or by proxy at any regular or special meeting, provided a quorum as provided in these By-laws be present and provided that the notice of such meeting shall have contained a copy of the proposed alteration, amendment, or repeal.
KNOW ALL MEN BY THESE PRESENT
That we, the undersigned, the President and Secretary of the Mud Lake Telephone Cooperative Association, Inc. a non-profit corporation of the State of Idaho, do hereby certify that the above and foregoing By-laws, consisting of twelve articles were duly adopted as the amended and restated By-laws of the Corporation at a meeting of the Members at which a quorum was present and acted through and at which a unanimous affirmative vote of all present and voting voted in favor of adoption of the amended and restated By-laws, held on the 9th day of February, and continued on the 9th day of March, 2022, and that the same do now constitute the By-laws of said corporation.