ByLaws

The Board may alter, amend, or repeal these By-laws at any Board Meeting, provided notice of such meeting is given and such notice contains a copy of the proposed alteration, amendment, or repeal.

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 Board at a duly held Board Meeting, the notice of which shall specify that action is to be taken upon such proposed membership or purchase.

Section 2. Waiver of Notice. Any Member or Director may waive in writing any notice of a meeting required under 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 respective meeting has not been duly called or convened.

Section 3. Rules and Regulations. The Board shall have power to make and adopt such rules and regulations (provided they are not inconsistent with law, the Articles, or these By-Laws) as it may deem advisable for the management of the business and affairs of the Cooperative.

Section 4. Accounting System and Reports. The Board shall
cause to be established and maintained a complete accounting system which, among other things, and subject to applicable laws and rules and regulations of any regulatory body, shall conform to such accounting system as may from time to time be designated by the Administrator of Rural Utility Service of the United States Department of Agriculture, or its successor entity. The Board shall also after the close of each fiscal year cause to be made a full and complete report of the accounts, books, and financial condition of the Cooperative as of the end of such fiscal year. The Board shall submit such financial reports to the Members at the next following membership meeting.

Section 1. Contracts. Except as otherwise provided in these By-Laws, the Board may authorize any Officer or Officers, agent or agents, employee or employees, or any combination, to enter into contracts 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 evidence 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, or any combination, 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(s) or financial institution(s) as the Board may select.

Section 4. Change in Rates. Written notice shall be given to the Administrator of Rural Utility Service of the United States of America not less than 90 days prior to the date upon which any proposed change in the monthly rates charged by the Cooperative becomes effective for any Service that requires such notice to be provided to the Administrator of the Rural Utility Service.

Section 5. 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 6. Gifts. The Board of Directors may accept on behalf of the Corporation any gift, bequest, device, or other contribution for the purposes of the Corporation on such terms and conditions as the Board of Directors shall determine.

The corporate seal of the Cooperative shall be in the form of a circle and shall have inscribed thereon “Pulaski-White Rural Telephone Cooperative, Inc.”, “Indiana”, and “Seal”.

The Cooperative may not sell, lease, exchange, mortgage, pledge, or otherwise dispose of, or encumber all or any substantial portion of its property unless such sale, mortgage, lease, or other disposition, or encumbrance is authorized by a resolution, passed by the affirmative vote of ¾ of the Directors present at a Board Meeting at which such resolution shall have been presented, setting forth that it is in the best interest of the Cooperative to sell, mortgage, lease, or otherwise dispose, or encumber all or any substantial portion of its property and such resolution has been submitted to the Membership for approval at a special Membership Meeting and ¾ of all Memberships have voted in favor of adopting said resolution. Thereupon, the Board and Officers shall be deemed to be authorized and directed to proceed to dispose of all or substantially all of the assets of the Cooperative under the terms and conditions as contained in such resolution.

So long as the Cooperative does not have more than 5,000 subscribers to its Services, ¾ of the Directors, by affirmative vote at a duly called Board Meeting, may without the approval of the Members, execute and deliver a mortgage, a deed or deeds of trust, pledge, or encumber any or all of the property, assets, rights, privileges, franchises, and permits, whether acquired or to be acquired and wherever situated as well as the revenues therefrom, all upon such terms and conditions as the Board shall determine, to secure an indebtedness of the Cooperative to the United States of America or any agency or instrumentality thereof, upon condition that a notice of the intention to execute such mortgage, deed of trust, or pledge shall be given by the Cooperative in 2 newspapers of general circulation in Pulaski and White County, Indiana.

Distribution of the Cooperative’s assets shall be prohibited except where authorized under the Acts, as amended, provided that any distribution made under the Nonprofit Act is not inconsistent with the provisions of the RTC Act.

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 Members. No interest or dividends shall be paid or payable by the Cooperative on any capital furnished by its Members through patronage or Membership.

Section 2. Patronage Capital in Connection with Furnishing Services.

1. In the furnishing of Services, the Cooperative’s operations shall be so conducted that all Members will, through their patronage, furnish capital for the Cooperative.
2. 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 Memberships for all amounts received and receivable from the furnishing of Services in excess of operating costs and expenses properly chargeable to the Memberships for the furnishing of Services. Examples of operating costs and expenses properly chargeable in connection with the furnishing of Services include, but are not limited to, those for maintenance, operating charges, upkeep, repairs, interest charges on bonds or other obligations; to provide a sinking fund for the liquidation of bonds or other evidences of indebtedness; to provide adequate funds to be used as working capital, as well as funds for making extensions and replacements; for the payment of any taxes that may be assessed against the Cooperative or its property; and the maintenance of a reserve account for the aforementioned purposes.
3. Amounts paid to the Cooperative for Services in excess of the operating costs and expenses for the furnishing of such Services shall be returned to the Members on a pro rata basis according to the amounts paid by each Membership for such Services. Such amounts shall be returned to the Members, either in cash or as an abatement of current charges at the discretion of the Board. The Cooperative is obligated to pay by credits to a capital account for each Membership all such amounts in excess of operating costs and expenses on a book basis as defined by Generally Accepted Accounting Principles (GAAP.) 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, greater than $10, so furnished by each Membership is clearly reflected and credited in an appropriate record to the capital account of each Membership, and the Cooperative shall within a reasonable time after the close of the fiscal year notify each Membership of the amount of capital so credited to his account. All such amounts credited to the capital account of any Membership and the Cooperative, shall have the same status as though they had been paid to the holders of the Membership in cash in pursuance of a legal obligation to do so and the Membership had then furnished the Cooperative corresponding amounts for capital.
4. All non-operating margins, except those derived from furnishing goods other than Services, shall, insofar as permitted by law, be used to offset any losses during the current or any prior fiscal year and to the extent not needed for that purpose either
   1. Allocated to the Memberships on a patronage basis and any amount so allocated shall be included as part of the capital to be allocated to the accounts of the Memberships in an equitable manner as approved by the Board; or
   2. Used to establish and maintain a non-operating margin reserve not assignable to the Members prior to dissolution of the Cooperative.
5. 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 Memberships. If, at any time prior to dissolution or liquidation, the Board shall determine that the financial condition of the Cooperative will not be impaired thereby, the capital then credited to the account of each Membership may be retired in full or in part. Any such retirements of capital shall be made at the discretion of the Board. In no event, however, may any such capital be retired unless, after the proposed retirement, the capital of the Cooperative shall equal at least 40% of the total assets of the Cooperative.
6. Capital credited to the account of each Membership 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 Membership’s premises served by the Cooperative unless the Board, acting under policies of general application, shall determine otherwise.
7. Death of Members.
   1. Notwithstanding any other provision of these By-Laws, the Board, at its discretion, shall have the power at any time upon the death of any Member, if the legal representatives of the Member’s estate shall request in writing that the capital to any such Member be retired prior to the time such capital would otherwise be retired under the provisions of these By-Laws, to retire capital credited to any such Member immediately upon such terms and conditions as the Board, acting under policies of general application, and the legal representatives of such Member’s estate shall be agreed upon; provided, however, that the financial condition of the Cooperative will not be impaired thereby.
   2. In the event of the death of a Member who was a natural person, the duly appointed executor of such Member’s estate may make a written request or be requested in writing by the Cooperative to retire all assigned Capital Credits due such Member at the time of death providing such request is approved by the Board and such retirement does not jeopardize the financial condition of the Cooperative.
   3. It shall be the responsibility of the person making or accepting such request to provide the Cooperative with necessary documents establishing date of death of the Member and establishing such person as the executor or administrator of deceased Members estate or otherwise entitled to such credits.
   4. The executor in making or accepting such a request shall agree to and thereby irrevocably gift any unassigned Capital Credits earned prior to the date of death to Cooperative. Such gift shall become the property of the Cooperative and shall not be reassigned to any other Member. The executor shall further agree that any and all unpaid claims of the deceased Member shall be deducted from the balance of all assigned Capital Credits due the Member.
   5. In the event the executor or the Board elect to not accept a request for payment of assigned Capital Credits, such Capital Credits shall be retained by the Cooperative and distributed in accordance with the By-Laws of the Cooperative.
8. Dissolution of Entity. In the event of the dissolution of an Entity that holds a Membership, a request may be made for the distribution of assigned Capital Credits upon submission of legal evidence that such Entity no longer exists and indicating to whom distribution shall be made. All requests must be approved by the Board, in its sole discretion, and shall not in the opinion of such Board jeopardize the financial condition of the Cooperative. Unassigned Capital Credits due at the time of the request shall be considered an irrevocable gift to the Cooperative.
9. Termination of Membership Held by Multiple Members. In the event of the termination of a Membership that is held by multiple Members, a request executed by all Members holding such Membership may be made for the distribution of assigned Capital Credits and indicating to whom distribution shall be made. All requests must be approved by the Board, in its sole discretion, and shall not in the opinion of such Board jeopardize the financial condition of the Cooperative. Unassigned Capital Credits due at the time of the request shall be considered an irrevocable gift to the Cooperative.
10. All requests approved by the Board shall be distributed within 90 days from the date of request.
11. Unclaimed Cash Retirements of Capital Credits.

1. 1. Notwithstanding any other provision of the By-Laws or other provision of the Membership Certificate, if any Member or former Member, on behalf of the Membership he or she holds, fails to claim any cash retirement of Capital Credits or other payment from the Cooperative to the respective Membership (including, without limitation, refunds, deposits, Membership fees, account balances, or book equity) (collectively, “Unclaimed Cash”) within 2 years after payment of the same has been made available to the Membership, or as otherwise provided by Ind. Code § 8-1-17-13, as amended from time to time, the Board may proceed to recover the Unclaimed Cash for the Cooperative. To recover the Unclaimed Cash, the Cooperative shall give public notice in a newspaper of general circulation published in White and Pulaski counties of the name of each Membership entitled to claim the Unclaimed Cash; and if such Unclaimed Cash is not claimed at the office of the Cooperative within 30 days of the notice, the funds shall be deemed forfeited by the respective Membership to the Cooperative.
   2. At the discretion of the Board, the Unclaimed Cash shall be credited to retained capital as an unallocated reserve and administered by the Board in its sole discretion. Failure to claim any such payment within the meaning of this section shall include the failure of such Member or former Member to cash any check mailed to him or her by the Cooperative at the last address furnished by him or her to the Cooperative within 2 years from the date of such check, or as otherwise provided by Ind. Code § 8-1-
      17- 13, as amended from time to time.
   3. Any Unclaimed Cash shall not be considered income for the purpose of determining Capital Credits in the year received.

Section 1. Not a Limitation. Nothing contained in the Articles or these By-laws shall limit or preclude the exercise of any right under the Acts or otherwise relating to indemnification of or the advancement of expenses to any Director, Officer, Committee Chair, or any employee of the Cooperative, or the ability of the Cooperative to otherwise indemnify or advance expenses to any Director, Officer, Committee Chair, or any employee.

Section 2. Insurance. The Cooperative may (but shall not be required to) purchase and maintain insurance on behalf of an individual who is or was a Director, Officer, Committee Chair of the Cooperative, or who, while a Director, Officer, or Committee Chair of the Cooperative, is or was serving at the request of the Cooperative as a director, officer, partner, trustee, or employee of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, against liability asserted against or incurred by the individual in that capacity or arising from the individual’s status as a Director, Officer, or Committee Chair, whether or not the Cooperative would have power to indemnify the individual against the same liability under the Articles or this Bylaw, provided that such insurance is available on acceptable terms, which determination shall be made by a vote of a majority of the Board.

Section 3. Applicability. The right to be indemnified or to the reimbursement or advancement of expenses pursuant to this By-law is intended to be retroactive and shall be available with respect to events occurring prior to the adoption hereof and shall continue to exist after the rescission or restrictive modification hereof with respect to events occurring prior thereto.

Section 1. Standing Committees. The Cooperative shall have the following standing committees:

1. Annual Membership Meeting.
2. Benefits.
3. Executive.
4. Finance.
5. Governing Documents.
6. Scholarship.

Annually, the Chairman, with the approval of the Board, shall appoint the Directors to serve on each of the Standing Committees.

Section 2. Creation of Additional Standing Committees. The Chairman, with the approval of the Board, may create additional Standing Committees and delineate the duties of such Committee. Further, the Chairman, with the approval of the Board, shall appoint the Directors to serve on each committee.

Section 3. Merger, Consolidation, or Termination of Standing Committees. The Chairman of the Board or Documents Committee, with the approval of the Board, may merge, consolidate, or terminate any Standing Committees. Chairman of the Board or Documents Committee, with the approval of the Board, may create additional Standing Committees and delineate the duties of such Committee. Further, the Chairman, with the approval of the Board shall appoint the Directors to serve on each committee.

Section 4. Special Committees. From time to time, the Chairman, with the approval of the Board, may create Special Committees, with definite duties prescribed. The Chairman, with the approval of the Board, shall appoint the Directors to serve on each committee. All Special Committees (i.e., all committees, task forces, etc.; except Standing Committees) shall cease to exist on the third anniversary of their respective creation, unless an earlier date of termination is specified at the time of creation of the Special Committee. The Board may extend the life of a Special Committee prior to its expiration by a duly adopted resolution.

Section 5. Committee Reports. Each Standing and Special Committee shall report to the Board as requested.

Section 1. Number. The officers of the Cooperative shall be: Chairman, Vice Chairman, Secretary, Treasurer, and such other officers as may be determined by the Board from time to time (collectively, the “Officers”). The same person may hold the offices of Secretary and of Treasurer at the same time.

Section 2. Election and Term of Office. The Board shall elect the Officers at the annual Board Meeting. If the Board does not hold the election of Officers at such meeting, the Board shall hold such election as soon thereafter as convenient. Each Officer shall hold office until the first Board Meeting following the election and qualification of his or her successor.

Section 3. Vacancy. Except as otherwise provided, in the event that a position of an Officer is vacant, the Board shall elect a successor for such position who shall serve for the unexpired portion of that position’s term.

Section 4. Removal of Officers by Directors. Any Officer elected or appointed by the Board may be removed by the Board whenever in its judgment the best interests of the Cooperative will be served by doing so. In addition, any Member may bring charges against any Officer, and by filing with the Secretary such charges in writing together with a petition signed by Members representing 10% of the Membership, or 200 Members, whichever is lesser, 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 10 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 Member bringing the charges against the Officer shall have the same opportunity. In the event the Board does not remove such Officer, the question of the Officer’s removal shall be considered and voted upon at the next Membership Meeting.

Section 5. Chairman. The Chairman Shall

1. 1. Be the principal executive officer of the Cooperative and, unless otherwise determined by the Members or the Board, shall preside at all Membership Meetings and Board Meetings;
   2. Sign, with the Secretary, certificates of Membership, the issue of which shall have been authorized by the Board or the Memberships; 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
   3. In general, perform all duties incident to the office of Chairman and such other duties as may be prescribed by the Board from time to time.

Section 6. Vice Chairman. In the absence of the Chairman, or in the event of the Chairman’s inability or refusal to act, the Vice Chairman shall perform the duties of the Chairman, and when so acting, shall have all the powers of, and be subject to all the restrictions upon the Chairman. The Vice Chairman shall also perform such other duties as from time to time may be assigned to him by the Board.

Section 7. Secretary. Except as otherwise provided by the Board or these By-Laws, the Secretary shall be responsible for the following:

1. Keeping the minutes of the Membership Meetings and the Board Meetings in books prepared for that purpose;
2. Seeing that all notices are duly given in accordance with these By-Laws or as required by law;
3. Safekeeping of the corporate books and records and the Seal of the Cooperative and affixing the Seal of the Cooperative 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;
4. Keeping a register of the names and post office addresses of all Memberships;
5. Keeping on file at all times a complete copy of the Articles of Incorporation and By-Laws of the Cooperative containing all amendments thereto and at the expense of the Cooperative, furnishing a copy of these By-Laws and of all amendments thereto to each Member; and
6. Performing all duties incident to the Office of Secretary and such other duties as from time to time may be assigned to him or her by the Board.

After obtaining the Board’s prior authorization, the President/CEO may appoint employees of the Cooperative to assist the Secretary in carrying out the responsibilities set forth in this Section.

Section 8. Treasurer. Except as otherwise provided by the Board or by these By-Laws, the Treasurer shall perform all duties, shall have all necessary responsibility, and may exercise all authority prescribed by the Board, including, but not limited to the following:

1. Custody of all funds and securities of the Cooperative;
2. The receipt of and the issuance of receipts for all monies due and payable to the Cooperative and for the deposit of all such monies in the name of the Cooperative in such financial institutions as shall be selected in accordance with the provisions of these By-Laws; and
3. The general performance of all the duties incident to the Treasurer and such other
   duties as from time to time may be assigned to him by the Board; provided, however, with respect to the duties and responsibilities of the Treasurer, the Cooperative shall indemnify and hold the Treasurer harmless against any and all losses, claims and/or damages which may be asserted against the Treasurer, in his official capacity, unless such claim is a result of an act personally committed or omitted by the Treasurer resulting in loss to the Cooperative.

After obtaining the Board’s prior authorization, the President/CEO may appoint employees of the Cooperative to assist the Treasurer in carrying out the responsibilities set forth in this Section.

Section 9. President/Chief Executive Officer. The Boardmay employ a President/Chief Executive Officer (“President/CEO”) who may be, but who shall not be required to be, a Member. The President/CEO shall perform such duties and shall exercise such authority as the Board may from time to time vest in him. The hiring, compensation, and termination of the employment of the President/CEO shall be determined by majority vote of all members of the Board. The hiring, compensation, and termination of the employment of all other staff members shall be determined by the President/CEO, taking into account the operating budget approved by the Board. The President/CEO shall manage the staff and the headquarters offices of the Cooperative, and perform such other duties as the Chairman and the Board may prescribe.

Section 10. Bonds of Officers. The Treasurer and any other Officer or agent of the Cooperative charged with responsibility for the custody of any of its 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 11. 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 compensation for Directors and Close Relatives of Directors.

Section 12. Reports. At each annual Membership Meeting, the Officers of the Cooperative shall submit reports covering the business of the Cooperative for the previous fiscal year. Such reports shall set forth the condition of the Cooperative at the close of such fiscal year.

Section 1. Annual Board Meeting. The Board may hold its annual Board Meeting immediately following the annual Membership Meeting, in the same location as the annual Membership Meeting. The purpose of the annual Board Meeting is to elect the Officers of the Cooperative; and transact such other business as may come before the meeting. It shall be the responsibility of the Board to make adequate plans and preparations for the annual Board Meeting. Failure to hold the annual Board Meeting at the designated time shall not work a forfeiture or dissolution of the Cooperative. No campaigning is permitted on the premises of the Cooperative principal offices or the location of the annual Board Meeting on the day of the annual Board Meeting.

Section 2. Regular Board Meetings.

1. The regular Board Meetings shall occur, without written notice, on the fourth Tuesday of each month, at 7:00 p.m., in the Cooperative’s offices, unless canceled or changed by the Chairman, Board, or Executive Committee, or any combination thereof.
2. The Chairman, Board, or Executive Committee may cancel or change the date, time, or location of a regular Board Meeting with prior written notice to each Director.
3. Director(s) may participate in a regular or special Board Meeting through the use of any means of communication by which all Directors participating may simultaneously hear each other during such Board Meeting. A Director participating in any such Board Meeting by this means is considered to be present in person at such meeting, however, limited to one call-in per calendar year without prior approval by Executive Committee.

Section 3. Special Board Meetings. The Chairman or any 3 Directors may call special Board Meetings with written notice. The Chairman or the Directors calling the special Board Meeting shall fix the time and place for the holding of the meeting.

Section 4. Notice of Board Meetings.

1. Written notice of the location, date, and time of any regular Board Meeting is not required to be delivered to each Director, unless the location, date, and time are changed from that provided in Section 2(a) of this Article. In the event of a change in the location, date, and time of any regular Board Meeting, written notice of such change shall be delivered to each Director the earlier of: (i) at least 2 days prior to the original date of the meeting, or (ii) at least 2 days prior to the new date of the meeting.
2. Written notice of the location, date, time, and purpose of any special meeting of the Board shall be delivered to each Director not less than 2 days prior to such meeting.
3. Any written notice under this Article shall be delivered to a Director by any of the following forms of communication: (i) by hand delivery, which is deemed delivered upon receipt by the Director; (ii) by telegraph, teletype, facsimile, electronic mail, or other similar form, which is capable of verification of the notice being sent to the Director at his address for such communication form as it appears on the records of the Cooperative; (iii) by first class or registered mail, which 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; or (iv) by publication as permitted under the Acts.

Section 5. Quorum. A majority of the Board present in person at a Board Meeting shall constitute a quorum for the transaction of business; provided, that if less than such majority of the Directors is present at such meeting, a majority of the Directors present may adjourn the meeting from time to time. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board.

Section 6. Attendance. Any Director who shall have missed 3consecutive regular meetings of the Board, without reasonable cause, shall be considered to have resigned. A Director who has missed more than one-third ⅓ of regular Board Meetings in any 12 month period, without reasonable cause, may be removed by the majority of the Board.

Section 1. General Powers. The Board shall have 9 Directors. The Board shall manage the business and affairs of the Cooperative. Such Board shall exercise all of the powers of the Cooperative except such as are by the Acts, the Articles, or these By-Laws conferred upon or reserved to the Memberships.

Section 2. Tenure of Office. The Persons named as Directors in the Articles shall compose the Board until the first annual meeting or until their successors shall have been elected and shall have been qualified. At the first annual Membership Meeting, the Directors shall by lot designate: 3 Directors who shall serve for 1 year; 3 Directors who shall serve for 2 years; and 3 Directors who shall serve for 3 years. Commencing with the second annual Membership Meeting, each Director shall serve a term of 3 years in office until the first Board Meeting following the election and qualification of his or her successor, unless the Director is earlier terminated, vacated, or otherwise removed.

Section 3. Qualifications. No Person shall be eligible to become or remain a Director who:

1. is not a Member; nor a Member’s officer, director, or partner; nor a Member’s owner (in the instance of a sole proprietorship);
2. is not currently residing in the District from which the Director was elected or appointed pursuant to Section 4 of this Article;
3. is a current employee of the Cooperative;
4. is in any way employed by or financially interested in a competing enterprise or a business engaged in selling services similar to those Services offered by the Cooperative or related supplies, or construction or maintenance of related facilities, other than a business operating on a cooperative, nonprofit basis for the purpose of furthering rural communications services; or
5. has a Close Relative currently serving on the Board.

Upon establishment of the fact that a Director is holding office in violation of any of the foregoing provisions, the Board shall remove such Director from office.

Nothing contained in this Section shall affect, in any manner whatsoever, the validity of any action taken at any meeting of the Board.

Section 4. Districting for with the Purpose of Electing Directors.

1. Star City District: All the geographic area where the Cooperative provides Services, as identified in the Cooperative CTA that lies in Pulaski County, Indiana, east of Sections 3, 10, 15, 22, 27, and 34, Indian Creek Township; and all the area which lies north of the Pulaski and White County, Indiana, county line. This is interpreted to mean all residences and places of business that face the roads that form these boundaries, which have their principal entrance from the highway from these roads, are included in the Star City District.
2. Pulaski District: All the geographic area where the Cooperative provides Services, as identified in the Cooperative CTA, that lies in Pulaski County, Indiana, west of Sections 3, 10, 15, 22, 27, and 34, Indian Creek Township, Pulaski County, Indiana; and in White County, Indiana, north of, and including Sections 1, 2, 3, 4, 5, and 6, Cass Township, Township 28 North, Range 2 West; Sections 1, 2, 3, and 4, Liberty Township, Township 28 North, Range 3 West; and Sections 5 and 6, Monon Township, Township 28 North, Range 3 West. This boundary is the east and west road which runs through the Village of Headlee. This is interpreted to mean all residences and places of business which face this road, and which have their principal entrance from the highway from this road are included in this district. The residences and places of business that face the east boundary road and the boundary on the north of Sections 1 and 2, Cass Township, Township 28 North, Range 2 West, White County, Indiana, are not included in the Pulaski District.
3. Buffalo District: All the geographic area where the Cooperative provides Services, as identified in the Cooperative CTA, in White County, Indiana, that lies south of Sections 1, 2, 3, 4, 5, and 6, Cass Township, Township 28 North, Range 2 West; Sections 1, 2, 3, and 4, Liberty Township, Township 28 North, Range 3 West; and Sections 5 and 6, Monon Township, Township 28 North, Range 3 West. This district does not include those residences and places of business that face the roads which form the northern boundary of the Buffalo District nor which have their principal entrance from the highway from those roads.

Section 4.1. Perimeter Boundaries of Exchanges for Districting with the Purpose of Electing Directors as Defined by the Indiana Utility Regulatory Commission’s Issuance of Certificate of Territorial Authority.

Territories

Buffalo District Exchange

1. White County: Cass Township Twp. 28 North Range 2 West: The west ¼ of Section 1, except the east-west road on the north side of Section. All of Sections 2, 3, 4, 5, and 6 except south of the east-west road on the north side. All of Sections 7, 8, 9, 10, and 11. The west ¼ of Sections 12 and 13. All of Sections 14, 15, 16, 17, 18, 19, 20, 21, 22, and 23. The west ¼ of Sections 24 and 25. All of Section 26 except the southwest ¼ of the southwest ¼. All of Section 27 except the south ¼. All of Section 28 except the south ½ of the southeast ¼. All of Sections 29, 30, 31, and 32. The west ½ of Section 33 and including both sides of the north-south road in the south ½ of section. All of Section 35 except the west ¼ and the south ¼. The west ½ of the northwest ¼ and the northwest ¼ of the southwest ¼ of section 36. Liberty Township Twp. 28 North Range 3 West: All of Section 1 except the east-west road on the north side of the northwest ¼ of the northwest ¼. All of Section 2, 3, and 4 except the south side of the road on the north sides of said sections. All of Sections 9, 10, 11, 12, 13, 14, and 15. All of Section 16 except the southwest ¼ of the southwest ¼. All of Section 21 east of the Tippecanoe River. All of Sections 22, 23, 24, 25, 26, and 27. All of Section 28 east of the Tippecanoe River. All of Section 32 east of the Tippecanoe River, excepting the southwest ¼ of the northeast ¼; the northwest ¼ of the southeast ¼; and the northeast ¼ of the southwest ¼ of Section 32; east-west road on south side from Tippecanoe River ½ mile east is non-exclusive. All of Sections 33, 34, 35, and 36. Liberty Township Twp. 27 North Range 3 West: The north ¾ of Sections 1, 2, and 3. All of Section 4 except the south ½ of the southeast ¼. Both sides of the west ¾ of the east-west road on the south side of Section 4 is non-exclusive territory joint with United Telephone Company. All of Section 5 east of the Tippecanoe River. Both sides of the north-south road in the middle of Section5 and both sides of the east-west road on the south side of Section 5 are joint with United Telephone Company. Monon Township Twp. 28 North Range 3 West: All of Section 5 except the east-west road on the north side. The west ¾ of Section 6 except on south side of the eastwest road on the north side. The west ¾ of Section 7 except the southeast ¼ of the southwest ¼. All of Section 8. The north ¾ of Section 17. All of Section 18 excepting the south ¼; the west ¼; and the northeast ¼ of the northwest ¼. Jackson Township Twp. 27 N Range 2 W: The northwest ¼ of the northwest ¼ of Section 5. All of Section 6 except the south ¼.
2. Pulaski County: Beaver Township Twp. 29 North Range 3 West: The south ½ of the southeast ¼ of Section 36.

Star City District Exchange

1. Pulaski County: Harrison Township Twp. 30 North Range 1 West: The south ½ of the southwest ¼ of Section 27. The south ¼ of Section 28. The south ¼ of Sections 31 and 32. All of Section 33. All of Section 34 except the northeast ¼. The west ½ of the southwest ¼ except the east-west road in the middle of Section 35. Monroe Township Twp. 30 North Range 2 West: The southeast ¼ of the southeast ¼ of Section 36. Van Buren Township Twp. 29 North Range 1 West: The south ¾ of Section 1. All of Section 2 except the north ½ of the northeast ¼ and excepting the northeast ¼ of the northwest ¼. All of Sections 3, 4, 5, 6, 7, 8, 9, 10, 11, and 12. All of Section 13 except the southeast ¼ of the northeast ¼ and except the east ½ of the southeast ¼. All of Sections 14, 15, 16, 17, 18, 19, 20, 21, 22, and 23. All of Section 24 except the east ¼. All of Section 25 except the east ¼ and the south ¼. All of Section 26 except the south ¼. All of Section 27 except the southeast ¼ of the southeast ¼. All of Sections 28, 29, and 30. All of Section 31 except the south ¼. All of Section 32 except the southwest ¼ of the southwest ¼. All of Section 33 except the south ½ of the southeast ¼. All of Section 34 except the east ¼ and the south ¼. Indian Creek Township Twp. 29 North Range 2 West: The east ¼ and the south ¼ of Section 1. The south ¼ of Section 2. The southeast ¼ of the southeast ¼ of Section 3. The east ¼ of Section 10. All of Sections 11, 12, and 13. All of Section 14 except the southwest ¼ of the northwest ¼ and excepting the west ½ of the southwest ¼. The northeast ¼ of the northeast ¼ of Section 15. The southeast ¼ and the south ½ of the northeast ¼ of Section 22. All of Section 23 except the northwest ¼ of the northwest ¼. All of Sections 24, 25, and 26. The east ½ of Section 27. The east ½ of Section 34 including both sides of the east-west road on the south side of the east ½. All of Section 35 including both sides of the east- west road on the south side of section. All of Section 36 excepting the south ½ of the southeast ¼ and southeast ¼ of the southwest ¼.
2. Cass County: Boone Township Twp. 28 North Range 1 West: The north ½ of the northwest ¼ of Section 4. The north ½ of the northeast ¼ and the northeast ¼ of the northwest ¼ of Section 5.
3. Fulton County: Wayne Township Twp. 29 North Range 1 East: The west half of the southwest ¼ and the southwest ¼ of the northwest ¼ of Section 6. The west ½ of Section 7.

Pulaski District Exchange

1. Pulaski County: Jefferson Township Twp. 30 North Range 3 West: The south ½ of the southeast ¼ and the southeast ¼ of the southwest ¼ of Section 36. Monroe Township Twp. 29 North Range 2 West: The south ¼ of Sections 31, 32, and 33. Indian Creek Township Twp. 29 North Range 2 West: The south ½ of the southwest ¼ and the southwest ¼ of the southeast ¼ of Section 3. All of Sections 4, 5, 6, 7, 8, and 9. All of Section 10 except the east ¼. The west ½ of the southwest ¼ and the southwest ¼ of the northwest ¼ of Section 14. All of Section 15 except the northeast ¼ of the northeast ¼. All of Sections 16, 17, 18, 19, 20, and 21. The west ½ and the north ½ of the northeast ¼ of Section 22. The northwest ¼ of the northwest ¼ of Section 23. The west ½ of Section 27. All of Sections 28, 29, 30, 31, 32, and 33. The west ½ of Section 34. Beaver Township Twp. 29 North Range 3 West: All of Section 1 except the west ½ of the northwest ¼. The south ½ of the south ½ of Section 2 and the north- east ¼ of the southeast ¼. The south ½ of the south ½ of Section 3. The southeast ¼ of the southeast ¼ of Section 4. The east ¾ of Section 9 except the east-west road on the north side of said Section. All of Sections 10, 11, 12, 13, 14, and 15. The east ¾ of Sections 16 and 21. All of Section 22, 23, 24, 25, 26, and 27. The east ¾ of Sections 28 and 33. All of Section 36 except the south ½ of the southeast ¼. All of Sections 34 and 35. Liberty Township Twp. 28 N Range 3 W: The south side of the east-west road on the north side of the northwest ¼ of Section 1. The south side of the road on the north side of Sections 2 and 3. The south side of the road on the north side of Section 4 except in the west ¼. Cass Township Twp. 28 N Range 2 W: The south side of the east-west road on the north side of northwest ¼ of Section 3. The south side of the east-west road on the north side of Sections 4, 5, and 6.

Section 5. Nominations and Elections.

1. General. Nominations for each upcoming Director vacancy on the Board may be made by, an outgoing Director personally, the Nominating Committee, and the Membership, or any combination of them.
2. Number of Nominations for Each Director Vacancy. At least 2 qualified Members should be nominated for each vacancy.
3. Forms of Nomination:
   1. Automatic Nomination: Outgoing Directors may opt to have their names automatically placed on the ballot for re-election for another 3 year term in their current position;
   2. Nomination by Committee:
      1. The Board shall appoint the members of the Nominating Committee;
      2. No current Director nor immediately outgoing Director may serve on the Nominating Committee;
      3. The Board shall appoint the members of the Nominating Committee not more than 120 days, nor less than 40 days, before the date of the Annual Membership Meeting;
      4. The Nominating Committee shall consist of not less than 5, nor more than 11, Members;
      5. The Nominating Committee shall have the authority to nominate at least 2 Members for each vacancy on the Board, in addition to any outgoing Director that opts to be automatically placed on the ballot;
      6. The Nominating Committee shall meet at least 30 days prior to the date of the Annual Meeting.
      7. The Nominating Committee shall prepare and post at the principal office of the Cooperative at least 30 days before the annual Membership Meeting, a list of nominations for the open Director position, which shall include at least 2 candidates for each Director to be elected.
      8. Each Nominating Committee Member will receive a $50 bill credit towards their account.
   3. Nomination by Membership Petition. Members of 15 or more Memberships acting together may make other nominations by petition not less than 20 days prior to the annual Membership Meeting and the Secretary shall post such nominations at the same place where the list of nominations made by the Nominating Committee is posted.
4. Notice. The Secretary shall mail with the notice of the annual Membership Meeting or separately, but at least 10 days before the date of such meeting, a statement of the number of Directors to be elected and the names and addresses of the candidates, specifying separately the nominations made by the committee and the nominations made by petition, if any.
5. Ballots.
   1. The election ballot shall list the names of the candidates nominated by the committee and the names of the candidates nominated by petition, if any.
   2. At each annual meeting thereafter, the Members shall use secret ballot to elect the Directors to succeed the Directors whose term shall then expire.
6. Other.
   1. If an election of Directors shall not be held on the day designated herein for the annual meeting, or at any adjournment thereof, a special Membership Meeting shall be held for the purpose of electing Directors within a reasonable time thereafter.
   2. A plurality vote of the Memberships shall elect the Directors.

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 Members representing at least 10% of the Membership, or 200 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 10 days prior to the Membership Meeting at which the charges are to be considered and shall have an opportunity at such meeting to be heard in person or by counsel and to present evidence in respect of the charges; and the Member bringing the charges against the Director shall have the same opportunity. The question of the removal of such Director shall be considered and voted upon at the Membership Meeting and any vacancy created by such removal may be filled by vote of the Memberships at such meeting without compliance with the foregoing provisions with respect to nominations.

Section 7. Vacancies. Subject to the provisions of these By-Laws with a respect to the filling of vacancies of Directors, 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 60 days after the vacancy occurs, the Members shall have the right to fill such vacancy at a Membership Meeting without compliance with the foregoing provisions in respect of nominations.

Section 8. Compensation. Directors shall not receive any salary for their services as such, except that Directors may by resolution authorize a fixed sum for each day or portion thereof spent on Cooperative business (including, without limitation, attendance at meetings, conferences, and training programs; performance of committee assignments when authorized by the Board; etc.). Also, Directors shall be entitled to reimbursement for expenses incurred by them in the performance of their duties or granted a reasonable per diem allowance by the Board in lieu of detailed accounting for some of these expenses. No Director nor any Close Relative of a Director shall receive compensation for serving the Cooperative, unless: (a) the Board specifically approves the payment and amount of compensation; or (b) the Board certifies that the service by the Director or a Director’s Close Relative was performed as an emergency measure.

Section 9. Benefits. The Directors shall be entitled to such benefits as are approved by the Board from time to time. However, upon the removal of a Director, such Director’s benefits shall immediately cease.