Article V – Directors

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:

is not a Member; nor a Member’s officer, director, or partner; nor a Member’s owner (in the instance of a sole proprietorship);
is not currently residing in the District from which the Director was elected or appointed pursuant to Section 4 of this Article;
is a current employee of the Cooperative;
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
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.

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.
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.
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

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.
Pulaski County: Beaver Township Twp. 29 North Range 3 West: The south ½ of the southeast ¼ of Section 36.

Star City District Exchange

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.
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.
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

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.

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.
Number of Nominations for Each Director Vacancy. At least 2 qualified Members should be nominated for each vacancy.
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.
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.
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.
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.