Skip to main navigation.

Annual Meeting Official Notice

OFFICIAL NOTICE OF ANNUAL MEETING

BYLAW CHANGES AT A GLANCE (click here)

            The Annual Meeting of the members of Tri-County Electric Cooperative, Inc. will be held on Saturday, September 17, 2022, at the Madison County High School Gymnasium located on the campus of the Madison County High School, 2649 US 90, Madison, Florida.   Registration begins at 8:30 A. M. and the business meeting will convene at 11:00 A. M.

 

The following matters will be brought before and considered at this Annual Meeting:

 

  I.        Any business listed in Section 8 of ARTICLE III of the By-Laws of Tri-County Electric Cooperative, Inc.

 

 II.        At this Annual Meeting, Trustees elected during the District Meetings held in July 2022 pursuant to the Bylaws of the Cooperative, will be seated to serve a term of three (3) years as Trustee of the districts as indicated below:

                                    District No. 3.........................Donnie Waldrep

                                    District No. 5.........................Catherine Bethea

                                    District No. 6…………………Ann Herring


III.        Proposed Amendments to the Bylaws of Tri-County Electric Cooperative, Inc.

 

AMEND

****

ARTICLE I

MEMBERSHIP

             Section 1.  Requirements for Membership. Any person, firm, association, corporation or body politic or subdivision thereof may become a member in Tri-County Electric Cooperative, Inc., (hereinafter called the "Cooperative") by:

             (a)        Filing a written application for membership therein;

             (b)        Agreeing to purchase from the Cooperative electric energy as hereinafter

                         specified;

             (c)        Agreeing to comply with and be bound by the articles of incorporation and

                         bylaws of the Cooperative and any rules and regulations adopted by the

                         Board of Trustees; and

             (d)        Paying the membership fee hereinafter specified; provided, however, that

                         no person, firm, association, corporation or body politic or subdivision

                         thereof shall become a member unless and until the member he or it has

                         been accepted for membership by the Board of Trustees or the members.

                         No member may hold more than one membership in the Cooperative, and

                         no membership in the Cooperative shall be transferable.

 

             At each meeting of the members held subsequent to the expiration of a period of six months from the date of incorporation of the Cooperative, all applications received more than ninety days prior to such meeting and which have not been accepted or which have been rejected by the Board of Trustees shall be submitted by the Secretary to such meeting and, subject to compliance by the applicant with the requirements hereinabove set forth, such applications or any one or more of them may be accepted by vote of the members. The Secretary shall give each such applicant at least ten days’ notice of the date of the members' meeting to which the member’s his application will be submitted and such applicant shall be entitled to be present and heard at the meeting.

             Section 2. Membership Certificates. Membership in the Cooperative shall be evidenced by a membership certificate which shall be in such form and shall contain such provisions as shall be determined by the Board of Trustees. Such certificate shall be signed by the President and by the Secretary of the Cooperative and the corporate serve shall be affixed thereto. No membership certificate shall be issued for less than the membership fee fixed in these bylaws, nor until such membership fee has been fully paid for in case. In case of a lost, destroyed or mutilated certificate, a new certificate may be issued therefore upon such uniform terms and indemnity to the Cooperative as the Board of Trustees may prescribe.

                        

             Section 23.  Joint Membership.  A husband and wife may apply for a joint membership and, subject to their compliance with the requirements set forth in Section 1 of this Article, may be accepted for such membership.  The term "member" as used in these bylaws shall 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 limiting the generality of the foregoing, the effect of the hereinafter specified actions by or in respect to the holders of a joint membership shall be as follows:

             (a)        The vote of either separately or both jointly shall constitute one joint vote;

             (b)        A waiver of notice signed by either or both shall constitute a joint waiver;

             (c)        Notice to either shall constitute notice to both;

             (d)        Expulsion of either shall terminate the joint membership;

             (e)        Withdrawal of either shall terminate the joint membership;

             (f)         Either but not both may be elected or appointed as an officer or trustee,

                         provided that both meet the qualifications for such office.

 

             Section 34.  Conversion of Membership.

  1. A membership may be converted to a joint membership upon the written

request of the holder thereof and the agreement by such holder and his or her spouse to comply with the articles of incorporation, bylaws and rules and regulations adopted by the Board of Trustees. The outstanding membership certificate shall be surrendered, and shall be reissued by the Cooperative in such manner as shall indicate the changed membership status.  

  1. Upon the death of either spouse who is a party to the joint membership,

such membership shall be held solely by the survivor. The outstanding membership certificate shall be surrendered, and shall be reissued in such manner as shall indicate the changed membership status; provided  Hhowever,  the estate of the deceased shall not be released from any debts due the Cooperative.

             Section 45.  Membership and Service Connection Fees. The membership fee shall be five dollars.  Upon the payment of the membership fee and such service charge and deposit as may from time to time be set by the Board of Trustees of the Cooperative, the member shall be eligible for service.

 

             Section 56.  Purchase of Electric Energy.  Each member shall, as soon as electric energy shall be available, purchase from the Cooperative all electric energy used on the premises specified in the member’s his application for membership, and shall pay therefore monthly at rates which shall from time to time be fixed by the Board of Trustees; provided, however, that the Board of Trustees may limit the amount of electric energy which the Cooperative shall be required to furnish to any one member.  It is expressly understood that amounts paid for electric energy in excess of the cost of service are furnished by members as capital and each member shall be credited with the capital so furnished as provided in these bylaws.  Each member shall pay to the Cooperative such minimum amount per month regardless of the amount of electric energy consumed, as shall be fixed by the Board of Trustees from time to time.  Each member shall also pay all amounts owed by the member him to the Cooperative as and when the same shall become due and payable.  Payment for electricity shall include for each member a subscription to a publication or newsletter published on a periodic basis and consisting primarily of matters pertaining to rural electrification and to matters of interest to members of rural electric cooperatives.

 

             Section 67.  Termination of Membership.  Any member may withdraw from membership upon compliance with such uniform terms and conditions as the Board of Trustees may prescribe.  The Board of Trustees of the Cooperative may, by the affirmative vote of not less than two-thirds of all the trustees, expel any member who shall have refused or failed to comply with any of the provisions of the articles of incorporation, bylaws or rules or regulations adopted by the Board of Trustees, but only if such member shall have been given written notice by the Secretary of the Cooperative that such refusal or failure makes the member him liable to expulsion and such refusal or failure shall have continued for at least ten days after such notice was given.  Any expelled member may be reinstated by vote of the Board of Trustees or by vote of the members at any annual or special meeting.

 

             Upon the withdrawal, death, cessation of existence or expulsion of a member the membership of such member shall thereupon terminate, and the membership certificate of such member shall be surrendered forthwith to the Cooperative.  Termination of membership in any manner shall not release a member or the member’s his estate from any debts due the Cooperative.

 

ARTICLE III

MEETINGS OF MEMBERS

 

             Section 1.  Annual Meeting.  The annual meeting of the members shall be held  the third Saturday in September, or as determined by the Board of Trustees, another day falling during the months of September or October of each year beginning with the year 19412022, at such place in the County of Madison, Jefferson or Taylor of the State of Florida, as shall be determined by the Board of Trustees, as and shall be designated in the notice of the meeting, for the purpose of announcing Board of Trustees, passing upon reports for the previous fiscal year and transacting such other business as may come before the meeting.  Failure to hold the annual meeting at the designated time shall not work a forfeiture or dissolution of the Cooperative.

 

             Section 3.  Notice of Members' Meetings.  Written or printed notice stating the place, day and hour of the meeting and, in case of a special meeting, a district meeting or an annual meeting at which business other than that listed in Section 8 of this article is to be transacted, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) days nor more than forty-five (45) 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 member’s his address as it appears on the records of the Cooperative, with postage thereon pre-paid.  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 7.  Election of Trustees.

           (b)  In order for a member to be nominated at a district meeting for the position of trustee (including incumbent trustees) the member’s his or her name and intent to run for such position must be received by the Cooperative in writing at its headquarters in Madison, Florida at least 21 days before the district meeting at which nominations for trustee are to be made.  After receiving such written notice, the Cooperative will confirm that the member is a resident of the district for which the member her/she intends to be a candidate for trustee and is otherwise qualified to be a trustee.  In the event that the member is not qualified to be a trustee, the Cooperative will notify the member of this in writing prior to the district meeting at which elections for trustee are to be made. The Secretary of the Cooperative shall, prior to the district meeting, certify the names of all prospective candidates who shall satisfy the said requirements.

 

             The district meeting shall be called to order by the trustee representing the district or by another designated representative of the Board of Trustees, or, in their his absence, by any member residing within the district.  The members shall then proceed to elect a chairman, who shall be someone other than a trustee, and who shall appoint a secretary to act for the duration of the meeting.  Fifteen members residing in the District present at such duly called district meeting shall constitute a quorum provided, however, that members casting votes during voting hours in an election of trustees shall be counted as present in person for the determination of a quorum as provided by law.  Members of other districts present at the meeting may be heard but shall have no vote.  Only those persons who have been certified by the Secretary as provided in Section 7 (b) hereof, shall be considered nominated and eligible for election at the meeting. Candidates must be members residing in the district and must be certified as required by paragraph (b) of this section and possess the qualifications for trustee specified in Section 2 of Article IV of these bylaws.          

 

             (c)        Voting shall be by ballot.  Each member may vote for one candidate.  The candidate receiving the highest number of votes shall be declared the trustee of the district.  The minutes of such district meeting shall set forth, among other matters, the name of each person nominated at the meeting and the number of votes received by each and shall specify the trustee of the district. A certified copy of the minutes, signed by the secretary and the chairman of the district meeting, shall be delivered to the Secretary of the Cooperative within five days after such district meeting.

 

             In the event of a tie vote, the winner of a coin toss shall be declared Trustee-elect.

                        

             (d) If only one qualified Trustee candidate is nominated or accepts nomination for a Trustee position, the Cooperative will dispense with balloting, no quorum will be required, and the candidate will be declared the Trustee-elect at the District Meeting.

             In good faith, inadvertent, and unintended failure of a member to receive notice of the District Meeting does not affect an action taken at the District Meeting. The Cooperative’s attorney shall have authority to rule upon all questions that may arise relating to member voting and the election of Trustees.

                        

             (e) (d) Not less than ten days before an annual meeting of the members, the Secretary of the Cooperative shall mail to each member a list of the trustees elected at all district meetings, the names to be arranged by districts.  This list may be included with the notice of the meeting. 

                        

             (f) (e) In the event the election of a trustee does not occur on the day designated herein for the district meeting due to being unable to establish a quorum at the district meeting, the election of those qualified candidate(s) for trustee shall occur at the annual meeting of the members.

           

(g) (f) Additional candidates for trustee for a particular district may be elected at the annual meeting; provided, no trustee was elected during a district meeting causing the district to be without a trustee-elect.  In order for a member to seek election at the annual meeting, the member’s his or her name and intent to run for such position must be received by the Cooperative, at least fifteen (15) days prior to the Annual Meeting of the members at which a trustee will be elected. After receiving such written notice, the Cooperative will confirm that the member is a resident of the district for which the member he or she intends to be a candidate for trustee and is otherwise qualified to be a trustee.  In the event that the member is not qualified to be a trustee, the Cooperative will notify the member in writing.  The Secretary of the Cooperative shall, prior to the annual meeting, certify the names of all prospective candidates who shall satisfy the said requirements. Election of trustees shall be by printed ballot.  Each member of the Cooperative present at the meeting shall be entitled to vote for one candidate from the district in which he receives service.  The candidate from each district receiving the highest number of votes at this meeting shall be considered elected as trustee.

 

ARTICLE VI

OFFICERS

 

            Section 8.  Manager Chief Executive OfficerThe Board of Trustees may appoint a manager Chief Executive Officer (CEO) who may be, but who shall not be required to be, a member of the Cooperative.  The manager CEO shall perform such duties and shall exercise such authority as the Board of Trustees may from time to time vest in him the CEO.         

 

ARTICLE VII

NON-PROFIT OPERATION

 

            Section 1.     Interest or Dividends on Capital Prohibited.  The Cooperative shall at all times be operated on a cooperative non-profit 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.  Patronage Capital in Connection with Furnishing Electric Energy.  In the furnishing of electric energy the Cooperative's operations shall be so conducted that all patrons, members and non-members alike, will through their patronage furnish capital for the Cooperative. In order to induce patronage and to assure that the Cooperative will operate on a non-profit basis the Cooperative is obligated to account on a patronage basis to all its patrons, members and non-members alike, for all amounts received and receivable from the furnishing of electric energy in excess of operating costs and expenses properly chargeable against the furnishing of electric energy.  All such amounts in excess of operating costs and expenses at the moment of receipt by the Cooperative are received with the understanding that they are furnished by the patrons, members and non-members alike, as capital.  The Cooperative is obligated to pay by credits to a capital account for each patron all such amounts in excess of operating costs and expenses.  The books and records of the Cooperative shall be set up and kept in such a manner that at the end of each fiscal year the amount of capital, if any, so furnished by each patron is clearly reflected and credited in an appropriate record to the capital account of each patron, and the Cooperative shall within a reasonable time after the close of the fiscal year notify each patron of the amount of capital so credited to his account.  All such amounts credited to the capital account of any patron shall have the same status as though they had been paid to the patron in cash in pursuance of a legal obligation to do so and the patron 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 dissolution or liquidation, the Board of Trustees 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.

 

            After September 17, 2022, and thereafter, the Board of Trustees shall determine the method, basis, priority, and order of retirement, if any, for all amounts thereafter furnished as capital.

 

            Capital credited to the account of each patron 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 patron's premises served by the Cooperative unless the Board of Trustees, in its discretion and business judgment acting under policies of general application , shall determine otherwise.  In the event that a non-member patron shall elect to become a member of the Cooperative the capital credited to the account of such non-member patron may be applied by the Cooperative toward the payment of a membership fee on behalf of such non-member patron.

 

            Notwithstanding any other provision of these bylaws, the Board of Trustees, at its discretion, shall have the power at any time upon death of any patron, if the legal representatives of his estate shall request in writing that the capital credited to any such patron be retired prior to the time such capital would otherwise be retired under the provisions of these bylaws, to retire capital credited to any such patron immediately upon such terms and conditions as the Board of Trustees, in its discretion and business judgment acting under policies of general application, and the legal representatives of such patron's estate shall agree upon; provided, however, that the financial condition of the Cooperative will not be impaired thereby.                  

****

[Additions are indicated by underline; deletions by strikeout]

                         

IV.       A number of valuable prizes will be given away at this meeting and all members are urged to attend this Annual Meeting of the Cooperative.

 

 

THIS OFFICIAL NOTICE OF ANNUAL MEETING DATED this 1st day of September, 2022.

 

 

 

 

                                                            __________________________________

                                                            Catherine Bethea, Secretary

Tri-County Electric Cooperative, Inc.

 

BY LAW CHANGES AT A GLANCE 

Amendment 1: Article I, MEMBERSHIP

Section 2. Membership Certificates

Action to be considered

Deletion

Section 2. Membership Certificate

Delete references to Membership Certificates. Cooperative

discontinue issuance of physical membership certificates, and

this provision is no longer applicable.

Section 2. Membership Certificates. Membership in the Cooperative

shall be evidenced by a membership certificate which shall be in

such form and shall contain such provisions as shall be determined

by the Board of Trustees. Such certificate shall be signed by

the President and by the Secretary of the Cooperative and the

corporate seal shall be affixed thereto. No membership certificate

shall be issued for less than the membership fee fixed in these

bylaws, nor until such membership fee has been fully paid for. IN

case of a lost, destroyed, or mutilated certificate, a new certificate

may be issued therefore upon such uniform terms and indemnity to

the Cooperative as the Board of Trustees may prescribe.

Current Bylaw

Amendment 2: Article III, MEETING OF MEMBERS

Section 1. Annual Meeting

Action to be considered

Modification and Addition

Section 1. Annual Meeting

Making a provision that will grant Board of Trustees with

additional flexibility to schedule the date of the annual meeting

to a day either in September of October of each year.

Section 1. Annual Meeting. The annual meeting of the members

shall be held on the third Saturday in September, or, as determined

by the Board of Trustees, another day falling during the months

of September or October of each year beginning with the year

19412022, at such place in the County of Madison, Jefferson, or

Taylor of the State of Florida, as shall be determined by the Board of

Trustees, and shall be designated in the notice of the meeting, for

the purpose of announcing Board of trustees, passing upon reports

for the previous fiscal year and transacting such other business as

may come before the meeting. Failure to hold the annual meeting

as the designated time shall not work a forfeiture or dissolution of

the Cooperative.

Current Bylaw

Amendment 3: Article III, MEETING OF MEMBERS

Section 7. Election of Trustees (c) and (d)

Action to be considered

Addition

Section 7. Election of Trustees

Addition

Section 7. Election of Trustees

(c) Create a provision on how to determine the winner in the

event of a tie vote during a trustee election.

(d) Add a provision in the event of only one qualified Trustee

candidate is nominated, no quorum will be required at a

District meeting.

Section 7. (c) In the event of a tie vote, the winner of a coin toss

shall be declared Trustee-elect.

Section 7. (d) If only one qualified Trustee candidate is nominated

or accepts nomination for a Trustee position, the Cooperative

will dispense with balloting, no quorum will be required, and the

candidate will be declared the Trustee-elect at the District Meeting.

In good faith, inadvertent, and unintended failure of a member

to receive notice of the District Meeting does not affect an action

taken at the District Meeting. The Cooperative’s attorney shall

have authority to rule upon all questions that may arise relating to

member voting and election of Trustees.

Current Bylaw

Amendment 4: Article VII, NON-PROFIT OPERATION

Section 2. Patronage Capital in Connection with Furnishing Electric Energy

Action to be considered

Adding flexibility to the Board of Trustees to determine the

method, basis, priority, and order of retirement of capital

credits.

Any such retirement 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.

After September 17, 2022, and thereafter, the Board of Trustees shall

determine the method, basis, priority, and order of retirement, if

any, for all amounts thereafter furnished as capital.

Real Time Web Analytics
Powered by Touchstone Energy Cooperatives Logo
Kids Energy Zone: Learn, Play, Save