Southern Maine

Bylaws

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BYLAWS OF SOUTHERN MAINE REGIONAL WATER COUNCIL, A NONPROFIT CORPORATION

 

Article 1.       

 

Purposes

 

            1.  Purposes.  Southern Maine Regional Water Council (the “Council”) is formed pursuant to Chapter 68, Title 35-A of the Maine Revised Statutes, for the purposes set forth in that section, and for the following specific purposes: to promote the common business interests of its member water utilities, including, but not limited to, studying, planning, or coordinating water supply issues among its member utilities in order to improve water supply service to its members’ customers, to develop cooperative programs to reduce expenses for the existing and future customers of its members, and to ensure that the residents of the Southern Maine region have long term supplies of adequate quantities of high quality safe drink water.

 

Notwithstanding any other provision of these Bylaws, the Council shall not carry on any activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(a) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law), and the regulations thereunder, as from time to time in effect (the “Code”) as an organization described in Section 501(c)(6) of the Code.

 

2.  Powers.  The Council shall have all powers, rights, privileges, and immunities, and shall be subject to all of the liabilities conferred or imposed by law upon corporations of this nature, and shall be subject to and have all the benefits of all general laws with respect to nonprofit corporations by the Maine Nonprofit Corporation Act, Title 13-B of the Maine Revised Statutes, as then in effect (the “Corporation Act” or the “Act”), provided that no part of the net earnings of the Council shall inure to the benefit of any member, director, or officer of the Council, or any private individual (except that reasonable compensation may be paid for services rendered to or for the Council in carrying out one or more of its purposes).

 

3.  Tax-Exempt Status.  It is intended that the Council shall have and continue to have the status of a corporation which is exempt from federal income tax under Section 501(a) of the Code, as an organization described in Section 501(c)(6) of the Code.  The Council’s Articles of Incorporation (the “Articles”) and these Bylaws shall be construed accordingly, and all powers and activities shall be limited accordingly.

 

 

Article 2.

 

Offices

 

            The registered office of the Council shall be located at the office of the Kittery Water District, 17 State Road, Kittery, Maine, 03904, or at such other address as the registered agent of the Council shall maintain.  The Council also may have offices at such other places as the Council’s Board of Directors (the “Board”) may designate.

 

 

Article 3.

 

Membership

 

            1.  Members; Qualifications.  The Council shall have two classes of members, designated Full Members and Associate Members, respectively (collectively, “Members”).  Full Members shall consist of water utilities with a common business interest the promotion of which is the Council’s primary purpose, who, upon filing an application for membership with the Council and acceptance by an affirmative vote of two-thirds (2/3) of the Board, shall have paid such membership fees, dues, and assessments as the Board may from time to time determine, and who shall meet the following additional qualifications, by class:

 

(a)  Subject to the approval by the governing body of each entity of its membership in the Council, the initial Full Members shall consist of the Portland Water District; the Biddeford Saco Division of Maine Water Company; the Kennebunk, Kennebunkport and Wells Water District; the Sanford Water District; the York Water District; the South Berwick Water District; and the Kittery Water District.  Additional water utilities having more than 3,300 customers, calculated on the basis of the State of Maine’s (the “State”) Drinking Water Program standard of 2.5 customers per residential service connection (i.e., those classified as “Medium Water Systems” by the United States Environmental Protection Agency), and who otherwise meet the qualifications set forth in the preceding paragraph, may become Full Members with the approval of two-thirds (2/3) of the Board.

 

(b)  Associate Members shall consist of water utilities having fewer than 3,300 customers, calculated on the basis of the State’s Drinking Water Program standard of 2.5 customers per residential service connection and wastewater utilities serving any municipality that is served by a Full Member and on a case by case basis, with the approval of two-thirds (2/3) of the Board, wastewater utilities serving areas outside that of Full Members.

 

(c)The Members shall be expected to support and participate in the activities of the Council as directed by the Board.

 

            2.  Powers.

 

(a)  Full Members.  Each Full Member shall have the right to elect one (1) director to the Board.  Other than the right to elect directors and to amend these Bylaws in accordance with the provisions of the Articles or these Bylaws, Full Members shall have no authority to manage or direct the affairs and activities of the Council. 

 

(b)  Associate Members.  Associate Members shall have no authority to manage or direct the affairs and activities of the Council.  Associate Members may choose to participate in planning, purchasing, and other programs and activities of the Council, and will be responsible for their respective shares of the costs of such programs, as determined by the Board.  No Associate Member shall be required to pay for programs to which that Associate Member has objected in writing or on the record of a meeting of the Members or Board; provided, however, that no Associate Member shall be permitted to benefit directly from a program in which it refuses to participate. 

 

            3.  Meetings; Notice.  An annual meeting of the Full Members shall be held each year at such place, date, and hour as the Board may determine, in order that the Full members may elect members of the Board pursuant to Article 3, Section 2(a) and in order to conduct any other business which may lawfully come before such meeting.  Special meetings of the Full Members may be called by the Board, and shall be called by the Board upon the written request of two (2) Full Members in good standing.  Notice of the place, date, and hour of each meeting shall be sent, by mail or e-mail, to each Full Member at the address as it appears on the records of the Council for that Member, at least  seven (7) calendar days before the meeting.  Except as otherwise expressly required by the Act, the Articles, or these Bylaws, notices of meetings need not describe the purposes of, or business to be transacted at, the meeting.  Notice of any meeting of the Full Members need not be given to any Full Member who is present at such meeting or who signs a written waiver of notice, either before or after the meeting.  Notice of adjournment of any meeting for less than thirty (30) days need not be given if the time and place to which it is adjourned are fixed and announced at such meeting.  Notwith­standing any provision of these Bylaws, defects in the calling or notice of a meeting of Full Members shall be deemed waived to the extent provided by the Act.

 

4.  Quorum; Voting.  At each meeting of the Full Members, fifty percent (50%) of the Full Members in good standing and present in person shall constitute a quorum for the transaction of business.  Except as otherwise provided by the Corporation Act, the Articles, or these Bylaws, each Full Member shall have one (1) vote, and the vote of two-thirds (2/3) of the Full Members present shall constitute an act of the Members.

 

5.  Consent of Members.  Any action required or permitted to be taken at a meeting of the Full Members may be taken without a meeting if written consents, setting forth the action taken, are signed (at any time before or after the intended effective date of such action) on behalf of all Full Members entitled to vote on such matter.  Such consents shall be filed with the Secretary as part of the corporate records.  For purposes of this section, an e-mail message sent by a duly-authorized representative of a Full Member in a manner evidencing an intention to consent to a given action may be deemed the signed written consent of that Full Member whenever authorized by the President or the Board.

 

Article 4.

 

Board of Directors

 

            1.  General Powers.  The Board of Directors shall manage the affairs of the Council.

 

            2.  Number.  The number of directors constituting the Board shall be no fewer than three (3) and no more than eleven (11), except as the Articles may otherwise provide.

 

            3.  Qualifications.  Notwithstanding anything to the contrary herein, at no time shall more than forty-nine percent (49%) of the directors be financially interested, as defined in the Act.

 

4.  Election and Term.  Each Full Member shall annually elect one (1) director through its own process, who shall serve until replaced by said Full member.  Every Full Member shall inform the Secretary of the Council of the name, mailing address, telephone number, and e-mail address of its current director.  Each director shall hold office until the expiration of the term for which he or she is elected and until his or her successor has been elected and qualified, or until his or her earlier resignation, removal from office, death, or incapacity.

 

            5.  Vacancies.  Any vacancy in the Board may be filled by the Full Member entitled to elect that director.  Any director elected to fill any vacancy shall serve for the unexpired term of his or her predecessor.

 

6.  Removal.  Any director may be removed, with or without cause, by the Full Member entitled to elect that director.

 

            7.  Resignation.  Any director may resign at any time by giving written notice to the President.  Such resignation shall take effect on the date of receipt or at any later time specified therein, and the acceptance of such resignation shall not be necessary to make it effective.

 

            8.  Meetings; Notice.  Meetings of the Board will be conducted pursuant to such procedural rules as the directors choose to adopt; provided, however, that notice of the place, date, and hour of each meeting (a) shall be mailed or e-mailed to each director and duly authorized representative of an Associate Member (the “Associate Member Representative”), addressed to his, her, or its residence, usual place of business, or e-mail address as it appears on the records of the Council for that director or Associate Member Representative, or (b) shall have been sent to him, her, or it at such place by telegram or cable, or received by him, her, or it in person or by telephone or fax, at least seven (7) calendar days before the meeting.  Each notice shall be accompanied by an agenda, as described in subsection (h), below.  Public notice of Board meetings is not required, except as otherwise may be required by law; provided, however, that the Board may elect to provide public notice prior to a meeting.  Meetings of the Board shall be open to the public only to the extent required by law, unless the Board elects to hold meetings that are open to the public.  Nothing in these Bylaws shall restrict the ability of the Board to conduct portions of meetings in executive session where deemed necessary by the Board or otherwise permitted by law.  Associate Member Representatives may attend Board meetings as non-voting participants.  Individuals other than directors may attend and participate in meetings of the Board, but only with the permission of a director.  Notice of any meeting of the Board need not be given to any director or Associate Member Representative who is present at such meeting or who signs a written waiver of notice, either before or after the meeting.  Notice of adjournment of any meeting need not be given if the time and place to which it is adjourned are fixed and announced at such meeting.  Notwithstanding any provision of these Bylaws, defects in the calling or notice of a meeting of directors shall be deemed waived to the extent provided by the Act.

 

                        (a)  Annual Meeting.   An annual meeting of the Board shall be held each year at such location, date, and time as the directors may determine. 

 

                        (b)  Regular Meetings.  The directors may schedule regular meetings at such locations, dates, and times as they agree. 

 

                        (c)  Special Meetings.  Special meetings of the Board may be held at any reasonable time and location, and may be called by any one (1) or more directors. 

 

                        (d)  Quorum.  A majority of the directors then in office must be present or available by telephone at a meeting of the Board to constitute a quorum.

 

                        (e)  Power to Vote.  Except as otherwise provided by the Act, the Articles, or these Bylaws, each director shall have one (1) vote, and the affirmative vote of two-thirds (2/3) of the directors present shall constitute the act of the Board.  A director may choose to remove him or herself as a Board Member for a specific meeting and appoint a new board member for the purpose of attending that meeting.

 

(f)  Minutes.  Minutes of all actions of the Board shall be kept by the Secretary or, in the absence of the Secretary, another person designated by the President.  Directors will vote to accept the minutes of their previous meeting as part of the business of the next subsequent meeting, and such minutes shall be filed with the Secretary as part of the corporate records. 

 

(g)  Committees.  The directors may designate committees to advise and assist the Board with respect to the business of the Council on an as-needed basis.  Committees may include any director or other individual designated by the Board.  Committees shall keep minutes of their meetings, which minutes shall be presented to the Board when so requested.  The Board shall not be bound by the actions of any such committee.

 

(h)  Agenda.  At any meeting of the Board, directors may take action only on matters identified in the agenda accompanying the notice of such meeting; provided, however, that other matters may be considered by the Board if all of the directors are present or available at the meeting and no director objects to consideration of such matter. 

(i)  Directors’ Compensation.  The directors shall not receive any stated salary for their services as such, but by resolution of the Board, a reimbursement of expenses may be allowed for services rendered to the Council, including attendance at corporate meetings.

 

(j)  Telephonic Meetings.  Members of the Board or any committee thereof may participate in a meeting of the Board or such committee by means of a conference telephone, video conferencing, or similar communications equipment by means of which all persons participating in the meeting can hear each other.  Participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

 

(k)  Consent of Directors.  Any action required or permitted to be taken at a meeting of the Board or of any committee thereof may be taken without a meeting if written consents, setting forth the action taken, are signed (at any time before or after the intended effective date of such action) by all members of the Board or committee, as the case may be.  Such consents shall be filed with the Secretary as part of the corporate records.  For purposes of this section, an e-mail message sent by an individual director in a manner evidencing an intention to consent to a given action may be deemed the signed written consent of that director whenever authorized by the President or the Board.

 

Article 5.

 

Officers

 

            1.  Principal Officers.  The principal officers of the Council shall be a President, one or more Vice Presidents, a Treasurer, and a Secretary, which such officers must be members of the Board.  Except for the offices of Treasurer and Secretary, which may be occupied by the same person, a single person shall not hold more than one office at any one time.

 

            2.  Election of Officers.  Officers shall be elected by a simple majority vote of the Board each year at its annual meeting. 

 

            3.  Additional Officers.  By simple majority vote of the directors at any meeting, the directors may elect such other officers, and appoint such agents and employees, as the directors deem necessary to carry out the business of the Council.

 

1. Duties.

 

(a)  President.  The President shall preside at meetings of the Board and shall be the chief executive officer of the Council.  The President shall have general authority to manage the affairs of the Council, subject to the approval of the directors. 

 

(b)  Vice President.  The Vice President shall perform the duties of the President in the absence of the President, and shall perform such other duties as the directors may from time to time prescribe.

 

(c) Treasurer.  The Treasurer shall have charge of, and be responsible for, all funds and securities of the Council, shall maintain full and accurate accounts of the Council’s disbursements and receipts, shall report to the Board from time to time on the financial condition of the Council, and shall otherwise exercise the powers and perform the duties incident to the office of Treasurer.  The Treasurer may certify or attest documents executed on behalf of the Council. 

 

(d)  Secretary.  The Secretary shall attend meetings of the Board and record its proceedings.  He or she may give, or cause to be given, notice of all meetings of directors of the Council.  The Secretary shall keep records of all meetings of the Board and committees thereof.  The Secretary may certify all votes, resolutions, and actions of the Board, and committees of the Board, and may attest all documents executed on behalf of the Council.

 

5.  Resignation and Removal.

 

                        (a)  Resignation.  Any officer may resign at any time by delivering written notice to the President.  Unless otherwise designated in the notice, such resignation shall take effect on the date of receipt or at any later time specified therein, and the acceptance of such resignation shall not be necessary to make it effective. 

 

(b)  Removal.  Any officer may be removed at any time by a simple majority vote of the Board of Directors.    Removal from office, however effected, shall not prejudice the contract rights, if any, of the officer removed, nor shall election or appointment of an officer of itself create contract rights.

 

6.  Term of Service.  Officers shall hold office until the next annual meeting of the Board and until their successors are elected and qualified, or until their earlier resignation or removal from office.  There are no limits on the number of terms an officer may serve.  

 

7.  Vacancies.  Any vacancy in an officer position shall be filled for the remainder of the term by simple majority vote of the Board at its next meeting.

 

8.  Compensation.  The Board or a duly authorized committee thereof may fix the compensation of the President, if any.  The compensation of all other officers and employees of the Council, if any, shall be fixed by the President, subject to the Board’s power to approve the annual budget.

 

9.  Registered Agent.  The Council shall have and continuously maintain a registered agent, who shall be a resident of the State whose business office is identical to the registered office, or a domestic corporation (or foreign corporation authorized to transact business in the State) whose business office is identical to the registered office, and who shall not be deemed an officer of the Council.  The position of registered agent shall be ministerial in nature, and the registered agent, in his or her capacity as such, shall have no authority to engage in any policy-making function on behalf of the Council, or to enter into contracts or incur debts on behalf of the Council.   The Council Secretary (or Secretary/Treasurer if a combined position) shall be Registered Agent (their corresponding address to be the Council Registered Address) unless the position of Secretary is vacant, in which case the agent shall be the current President.   The registered agent may, but need not, hold another position as an officer of the Council. The Secretary of the Council shall be responsible for maintaining the filings in the Maine Secretary of State’s office reflecting the then current identity of the Registered Agent and registered office of the Council.

 

Article 6.

 

Fiscal Management

 

            1.  Fiscal Year.  The directors shall fix the fiscal year of the Council from time to time, subject to applicable law.

 

            2.  Deposits.  The Council’s funds shall be deposited to its credit in such banks, trust companies, and other depositories as the directors designate, subject to applicable law.  Unless otherwise expressly provided by any resolution of the Board, the Treasurer is authorized to open, close, and maintain deposit, checking, money market, and similar accounts; to purchase and sell certificates of deposit and similar instruments on behalf of the Corporation; and to accept and endorse for deposit all notes, drafts, checks, and other instruments payable to the Council.

 

            3.  Checks.  The President, Treasurer, or such other person that the directors designate, is authorized to execute all checks and orders for the payment of money on behalf of the Council.  The Board may require counter-signature or make such other special rules and regulations with respect to such activities as it deems expedient.

 

            4.  Execution of Documents.  All contracts, bills, notes, deeds, mortgages, bills of sale, and other instruments, other than checks or orders for the payment of money, may be executed and delivered on behalf of the Council, by the President or such other person designated by the Board; provided, however, that prior Board approval shall be required for the execution and delivery of instruments involving any commitment by the Council valued at more than five thousand dollars ($5,000).

           

5.  Dissolution of the Council.  The Council shall be dissolved if a simple majority of the Board votes to terminate its operations.  The Council shall also be dissolved, if otherwise required by law, if the Board fails to agree on the appointment of a registered agent.

 

6.  Distribution on Dissolution.  Upon the dissolution of the Council or the termination of its activities, no member, director, or officer of the Council, or any private individual, shall be entitled to share in the distribution of any of the corporate assets, and the assets of the Council remaining after the payment of all its liabilities shall be distributed exclusively to (a) one or more organizations that are then exempt from federal income taxation under Section 501(a) of the Code or (b), to the extent that such assets are not distributed in accordance with subsection (a), above, to one or more otherwise eligible organizations specified by the Board.

 

Article 7.

 

Amendments

 

            These Bylaws may be amended or repealed, and new Bylaws may be adopted, by the affirmative vote of two-thirds (2/3) of the Full Members.  For any meeting at which Bylaws are to be adopted, amended, or repealed, specific notice of such proposed action shall be given, setting out the text of the proposed new or amended Bylaw or Bylaw to be repealed, and summarizing the changes to be effected by such adoption, amendment, or repeal.

 

Article 8.

 

Interpretation; Conflict

 

            Headings and captions used herein are inserted for convenience only and shall not be used to construe the scope or content of any provision.  In the event there is conflict between these Bylaws and any Maine or federal statute, the statute shall control.   In the case of any conflict between the provisions of the Articles and these Bylaws, the Articles shall control.  In the case of any ambiguity or other question concerning interpretation of these Bylaws, the good faith interpretation of the Board, acting by the affirmative vote of a majority of the directors then in office, shall be binding on the Council for all purposes.

 

Article 9.

 

Indemnification

 

1.  Mandatory Indemnification of Directors and Officers.  Except to the extent expressly prohibited by law or by the Articles or these Bylaws, the Council shall in all cases indemnify any existing or former director or officer of the Council who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or other proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that he or she is or was a director, officer, employee, or agent of the Council or is or was serving at the request of the Board as a director, officer, trustee, partner, manager, fiduciary, employee, or agent of another corporation, partnership, limited liability company, joint venture, trust, pension or employee benefit plan, or other enterprise, or by reason of his or her conduct in any such capacity, against expenses (including, without limitation, costs of investigation and attorneys’ fees, judgments, fines, penalties, and amounts paid in settlement) actually and reasonably incurred by him or her in connection with such action, suit, or proceeding; provided, however, that indemnification shall not be mandatory in respect of (a) any action or claim by such person against the Council, or against one or more directors or officers of the Council in their capacities as such, or (b) any action or claim by or in the right of the Council against such person if such action or claim was approved, prior to the filing thereof, by the affirmative vote of at least two-thirds (2/3) of the directors of the Council then in office.

 

2.  Discretionary Indemnification.  Except to the extent that indemnification is mandatory under Section 1, above, the Council may, but shall not be required to, indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or other proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that he or she is or was a director, officer, employee, or agent of the Council or is or was serving at the request of the Council as a director, officer, trustee, employee, partner, manager, fiduciary, or agent of another corporation, partnership, limited liability company, joint venture, trust, pension or other employee benefit plan, or other enterprise, or by reason of his or her conduct in any such capacity, against expenses (including, without limitation, costs of investigation and attorneys’ fees, judgments, fines, penalties, and amounts paid in settlement) actually and reasonably incurred by him or her in connection with such action, suit, or proceeding.  Such indemnification shall be subject to any restrictions imposed by applicable law or by the Board in its discretion.

 

3.  Indemnification Not Permitted.  The Council shall not indemnify a person under this Article if he or she breached his or her duty to act in good faith and in a manner believed to be in or not opposed to the best interests of the Council; or, in the case of any criminal proceedings, if the person had reasonable cause to believe his or her conduct was unlawful.  Likewise, the Council shall not indemnify a person under this Article in connection with a proceeding by or in the right of the Council in which that person was or is adjudged liable to the Council, or in connection with any other proceeding charging improper personal benefit to that person, whether or not involving action in that person’s official capacity, in which that person was adjudged liable on the basis that personal benefit was improperly received by that person.

 

            4.  Advance Payment of Expenses. 

                       

                        (a)  With respect to any claim for which indemnification is mandatory under Section 1 or permissible under Section 2 above, all expenses reasonably incurred by any existing or former director or officer in connection with such claim may, in the discretion of the Board be paid by the Council in advance of the final disposition of the action, suit, or proceeding in which such claim is asserted or threatened.

 

                        (b)  Notwithstanding paragraph (a) of this Section, no advance payment of expenses shall be made hereunder unless the Council shall be in receipt of:

 

                                    (i)  A written undertaking by or on behalf of the indemnified person to repay that amount if such person is finally adjudicated not to be entitled to indemnification by the Council; and

 

                                    (ii)  A written affirmation by the indemnified person that he or she (a) acted honestly and in the reasonable belief that his or her action was in or not opposed to the best interests of the Council or its members and (b), with respect to any criminal action or proceeding, that he or she did not have reasonable cause to believe that his or her conduct was unlawful.

 

            The undertaking required by clause (i) of this paragraph (b) shall be an unlimited general obligation of the person seeking the advance, but (except to the extent otherwise provided by the Board pursuant to this paragraph) shall not be secured and shall be accepted without reference to financial ability to make the repayment.

 

            5.  Nonexclusive Remedy; Benefit.  The rights provided by this Article shall not be deemed exclusive of any other right of indemnification or payment provided by contract, the Articles, vote of directors, or otherwise.  Any right of indemnity or payment arising under this Article shall continue as to a person who has ceased to hold the office or position in which such right arose; shall inure to the benefit of his or her heirs, executors, and administrators; and shall survive any subsequent amendment of this Article.

 

            6.  Insurance.  The Council may purchase and maintain insurance on behalf of itself and any person who is or was a director, officer, employee, or agent of the Council, or is or was serving at the request of the Council as a director, officer, trustee, partner, manager, fiduciary, employee, or agent of another corporation, partnership, limited liability company, joint venture, trust, pension or other employee benefit plan, or other enterprise, against any liability asserted against such person and incurred by him or her in any such capacity, or arising out of his status as such, whether or not the Council would have the power to indemnify such person against such liability under the Corporation Act.

 

Article 10.

 

Expenses

 

1.  Operating Budget and Assessments.  The Board shall adopt an annual budget for the Council each year at its annual meeting.  The Members shall be assessed annual fees and dues to cover the Council’s budgeted operating expenses.  Additional assessments may be made from time to time, subject to Board approval, to cover unforeseen expenses or special programs.  Once invoiced, all assessments shall be due and payable to the Treasurer within thirty (30) days.

 

2.  Expense Allocation.  Unless otherwise directed by the Board, Members will bear equally the costs of Board-approved programs; provided, however, that, in the event than an Associate Member elects not to participate in a program of the Council pursuant to Section 2(b) of Article 3 above, dues, fees, and assessments payable by such Associate Member shall be reduced by an amount comparable to the portion of the cost of such program which otherwise would be allocated to the Associate Member, as determined by the Board.  Any special projects or joint ventures benefiting a limited number of Members will be conducted by such Member or Members through separate legal entities to be organized by them, or by contract.  Expenses relating to such projects or ventures will be paid for by such Member or Members through such entities and/or in accordance with the terms of any applicable contracts or governance documents.

 

Article 11.

 

Resignation or Suspension of a Member Utility

 

            1.  Resignation of a Member.  Any Member may resign from the Council at any time by submitting written notice to the other Members.  A Member’s resignation does not relieve the Member of its obligation to pay fees, dues, and assessments due and payable prior to the effective time of the Member’s resignation.

           

2.  Suspension of a Member Utility.  Any Member who fails to meet the qualifications set forth in Article 3, Section 1 of these Bylaws shall be automatically suspended.  In addition, a Member may be suspended from the Council for good cause upon the affirmative vote of the Board.  Good cause shall include, but not be limited to, the Member’s insolvency or taking of actions that are materially adverse to the interests of other Members.  Suspension of a Member does not relieve the Member of its obligation to pay fees, dues, and assessments due and payable prior to the effective time of the Member’s suspension.  Upon meeting the qualifications set forth in Article 3, Section 1, and such other requirements as the Board may impose, a suspended Member may be reinstated upon its own request subject to the affirmative vote of the Board. 

 

Article 12.

 

Conflict or Duality of Interest

 

            1.  Statement of Potential Conflicts.  Prior to taking his or her position on the Board, and annually thereafter, each director shall submit in writing to the President of the Council a list of all businesses and other organizations of which he or she is an officer, director, trustee, member, owner (either as a sole proprietor or a partner), a shareholder, employee, or agent with which the Council has, or might be expected to have, a relationship or a transaction in which the director might have a conflicting interest.  Each written statement will be resubmitted with any necessary changes annually.  The President and the Board shall become familiar with the statements of all directors in order to guide the conduct of the Board should such a conflict arise.

 

            2.  Approval of Services from Directors.  While serving on the Board, and in the absence of express Board approval, a director may not in his or her individual capacity provide services directly to or on behalf of the Council.

 

            3.  Effect of Conflict.  The directors of the Council may be interested, directly or indirectly, in any contract, transaction, or act relating to or incidental to the operations conducted by the Council, and may freely make contracts, enter into transactions, or otherwise act for or on behalf of the Council in such matters; provided that (a) the direct or indirect interest of the director in the proposed contract, transaction, or act shall first be disclosed to and approved by the Board, (b) any director directly or indirectly interested in the contract, transaction, or act shall refrain from participating in the selection, awarding, or administering of their own contract, and (c) no contract, transaction, or act shall be entered into or taken on behalf of the Council if such contract, transaction, or act  would jeopardize the Council’s tax-exempt status under Section 501(c)(6) of the Code.  An interested director, however, may be counted in determining the presence of a quorum at the meeting if the Board proceeds in authorizing, approving, or ratifying a transaction consistent with the requirements specified herein.

 

Article 13.

 

Facsimile Signatures

 

            Facsimile, conformed, or electronic signatures of any officer of the Council may be used whenever authorized by the Board or President.  The Council may rely upon the facsimile, conformed, or electronic signature of any person if delivered by or on behalf of such person in a manner evidencing an intention to permit such reliance.  A document delivered by e-mail, fax, or other means of electronic transmission shall be deemed, upon receipt by the Council, in legible form, to constitute a writing even if not reproduced in paper form.  Any such electronic transmission sent by a director in a manner evidencing an intention to consent to a given action shall be deemed to be signed if such transmission sets forth, or is delivered with, information by which the Council can in good faith determine that the transmission is sent by such person or by an agent authorized to deliver such consent for such person.

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Revised November 5, 2018