WIGGINS
TELEPHONE
COOPERATIVE

MAY 06, 2004
AMENDED BY-LAWS
OF
WIGGINS TELEPHONE ASSOCIATION
As of May 06, 2004

The aim of the Wiggins Telephone Association is to furnish low cost telephone service to its shareholders consistent with sound economy and good management.

ARTICLE I.
Members

Section 1. REQUIREMENT FOR MEMBERSHIP: Any person, firm, Cooperative, corporation, or body politic or subdivision there of that has the legal capacity to entry into a binding contract will become a member of the Wiggins Telephone Association (herein-after called the “Cooperative”) upon receipt of telecommunications and information services from the Cooperative, provided that he, she, or it has first:

• (a) Made application for telephone service and received approval for the same from the Cooperative:


• (b) Agreed to purchase services from the Cooperative in accordance with established tariffs and as hereinafter specified:


• (c) Agreed to comply with and be bound by the Articles of Incorporation and by-laws of the Cooperative and any rules and regulations adopted by the Board of Directors:


• (d) And by granting or procuring any easements or rights of-way for the construction of such lines as may be necessary to serve the members:


• (e) In the event of acquisition by the Cooperative of existing telephone or communication facilities together with subscribers for such services, such newly acquired subscribers having existing services previously furnished by another organization, will be deemed to be members of the Cooperative upon acquisition by the Cooperative, and will be issued membership certificates in the form provided herein: All customers, as of May 1, 1989, are declared to be members of the Cooperative.

Section 2. SERVICE CONNECTION AND MEMBERSHIP: When an application for service is approved by the Board of Directors, membership will be granted the applicant. The service connection fee, and each additional connection, extension or other available service shall be paid for by the applicant in accordance with the rules and regulations prescribed by the Board.

Section3. PURCHASE OF TELEPHONE SERVICE: Each member shall, as soon as telephone service is available, take telephone service from the Corporation to be used on the premises specified in his application for membership, and shall pay therefore monthly at rates filed with the Public Utilities Commission of the State of Colorado which shall from time to time be fixed by the Board, such rates may include a separate charge in addition to the cost of the service, for amortization of debts incurred, for the construction or improvement of the lines of the Cooperative, provided, however, that the Board may limit the amount of telephone service which the Corporation shall be required to furnish to any one member. It is expressly understood that amounts paid for telephone service in excess of the cost of the service are furnished by members as capital and each member shall be credited with the Capital so furnished as provided in these by-laws. Each member shall pay to the Corporation such minimum amount per month for telephone service as shall be fixed by the Board from time to time. Each member shall also pay all amounts owed by him to the Corporation as and when the same shall become due and payable.

Section 4. NON-LIABILITY FOR DEBT OF THE CORPORATION: The private property of the members of the Corporation shall be exempt from execution for the debts of the Corporation and no member shall be individually liable or responsible for any debts or liabilities of the Corporation.

Section 5. PROPERTY INTEREST OF MEMBERS: Upon dissolution after (a) all debts and liabilities of the Corporation shall have been paid and (b) all capital furnished through patronage shall have been retired as provided in these by-laws. The remaining property and assets of the Corporation shall be distributed amoung the members and former members in the proportion which the aggregated patronage of each member bears to the total patronage of all such members, unless otherwise provided by law.

Section 6. EXPULSION OF MEMBERS AND SURRENDER OF CERTIFICATES: The Board of Directors may, by affirmative vote, and not less than two-thirds of all the Directors, expel any member who fails to comply with any of the provisions of the Articles of Incorporation, By-laws, or rules or regulations adopted by the Board, but only if such members shall be given written notice by the Secretary that such failure makes them liable to expulsion, and such failure shall continue for at least ten days after such notice is given. Any expelled member may be reinstated by vote of the Board or by vote of the members at any annual or special meeting. The membership of a member who has not permitted the installation of service within thirty days after he has been notified service is available to him, or a member who has ceased to purchase telephone service from the Corporation shall be canceled.

Section 7. TERMINATION OF MEMBERSHIP:

• (a) Any member may withdraw from membership upon payment in full of all debts and liabilities of such member to the Corporation and upon compliance with such terms and Conditions as the Board of Directors may prescribe.
• (b) Upon the withdrawal, death, cessation of existence or expulsion of a member the membership of such member shall thereupon terminate, and the membership certificate of such member shall be surrendered forthwith to the Corporation. Termination of membership in any manner shall not release a member or his estate from any debts due the Corporation.
• (c) Upon termination of service with the Cooperative, under this section, the membership in the Cooperative shall also cease.

Section 8. TRANSFER AND TERMINATION OF MEMBERSHIP:

• (a) Membership in the Corporation and the certificate representing the same shall be transferable under the conditions herein after stated. The membership in the Corporation and certificate representing the same, shall be transferable to any person, firm, corporation or body politic who or which is eligible for membership in the Corporation, and becomes a member of the Corporation under the conditions set forth in these by-laws. Upon the death, cessation of existence, expulsion or withdrawal of a member, the membership of such member shall thereupon terminate, and the certifications of membership of such member shall be surrendered forthwith to the Corporation.
• (b) A membership may be transferred by a member to himself or herself and his or her spouse, as the case may be, jointly upon the written request of such member and compliance by such husband or wife jointly with the provision of this article. Such transfer shall be made and recorded on the books of the Corporation and such joint membership noted on the original certificate representing the membership so transferred.
• (c) When a membership is held jointly by a husband or wife, upon the death of either the membership shall be deemed to be held solely by the survivor. The outstanding membership certificate shall be reissued in such manner as shall indicate the changed membership status; provided, however, that the estate of the deceased shall not be released from any debts due the Cooperative without limiting the generality of the foregoing, the effect of the hereinafter specified actions by or in respect of the holders of a joint membership shall be as follows:
  • 1. The presence at a meeting of either or both shall be regarded as the presence of one member and shall constitute a joint waiver of notice of the meeting;
  • 2. The vote of either separately or both jointly shall constitute one joint vote;
  • 3. A waiver of notice signed by either or both shall constitute a joint waiver;
  • 4. Notice to either shall constitute notice to both;
  • 5. Expulsion of either shall terminate the joint membership;
  • 6. Either, but not both, may be elected or appointed as an officer, provided that both meet the qualifications for such office.

Section 9 REMOVAL OF DIRECTORS AND OFFICERS: Any member may bring charges against an Officer or Director by filing them in writing with the Secretary, together with a petition signed by ten per centum (10%) of the holders of voting membership certificates, requesting the removal of the Officer or Director in question. The removal shall be voted upon at the next regular or special meeting of the members and any vacancy created by such removal may be filled by the members at such meeting. The Director or Officer against whom such charges have been brought shall be informed in writing of the charges previous to the meeting and shall have an opportunity at the meeting to be heard in person or by counsel and to present evidence; and the person or persons bringing the charges against him shall have the same opportunity. The Chief Executive Officer may be removed by simple majority vote of the Board of Directors at any meeting of the Board.

ARTICLE II
Meetings of Members

Section 1. ANNUAL MEETING: The meeting of members shall be held at such time during the month of March in each year, as shall be determined by the Board of Directors and such places as may be designated by the Board within, or any county adjacent to, the Cooperative service area. The time and place of the annual meeting will be designated in the notice of the meeting, which will be held for the purpose of electing directors, passing upon reports for the previous year and transacting such other business as may become before the meeting. It shall be the responsibility of the Board to make adequate plans and preparations for the annual meeting. Failure to hold the annual meeting at the designated time shall not work a forfeiture or dissolution of the Cooperative.

Section 2. SPECIAL MEETING: Special meetings of the members may be called by at least three (3) Directors or upon a written request signed by at least ten per centum (10%) of the holders of voting membership certificates and it shall thereupon be the duty of the Secretary to cause notice of such meeting to be given as hereinafter provided. Special meetings of members may be held at any place within the County of Morgan, in the State of Colorado, specified in the notice of the special meeting.

Section 3. NOTICE OF MEMBERS’ MEETING: Public notice of the time and place shall be published not less than ten (10) nor more than thirty (30) days previous thereto in the newspaper printed in the County where the principal office of the corporation is located, and if there be no such newspaper, then in a newspaper printed in an adjoining county. Written or printed notice stating the place, day and hour of the meeting, and in case of a special meeting, the purpose or purposes for which the meeting is called, shall also be delivered not more than thirty (30) days but not less than twenty one (21) days before the date of the meeting, either personally or by mail, by or at the direction of the Secretary, or by the persons calling the meeting except as shall be mentioned in the notice. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the owner of a voting membership certificate at his address as it appears on the record of the corporation with postage therefore prepaid. The incidental or unintended 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 such meeting.

Section 4. QUORUM: A quorum for the transaction of all business and the election of Directors shall be ten percent of all owners of voting memberships present in person or represented by mail-in-ballot. If less than a quorum, a majority of those present may adjourn the meeting without further notice.

Section 5. VOTING: Each owner of a voting membership certificate shall be entitled to one (1) vote and no more upon each matter submitted to a vote at a meeting of the members. At all meetings of the members voting thereon in person, except as otherwise provided by law, the Certificate of Incorporation of the Corporation or these By-laws. If a husband and wife hold a joint voting membership certificate they shall jointly be entitled to one (1) vote and no more upon each matter submitted to a vote at a meeting of the Members.

Section 6. ORDER OF BUSINESS: The order of business at the annual meeting of the members, and so far as possible at all other meetings of the members, shall be essentially as follows:

• (a) Determination of quorum.
• (b) Reading of the notice of the meeting and proof of the due publication or mailing hereof, or the waiver or waivers of notice of the meeting, as the case may be,
• (c) Reading of unapproved minutes of previous meeting of the members and the taking of necessary action thereon,
• (d) Presentation and consideration of, and acting upon, reports of Officers, and Directors, and Committees,
• (e) Election of Directors,
• (f) Unfinished business,
• (g) New business,
• (h) Adjournment.

Section 7. POSTPONEMENT OF MEETING: In the event of inclement weather or the occurrence of a catastrophic event, the meeting of the members may be postponed by the president. Reasonable notice of the adjourned meeting shall be given by the president in any media of general circulation of broadcast in the service area of the Cooperative.

ARTICLE III
Directors

Section 1. GENERAL POWERS: Business and affairs of the Corporation shall be managed by a Board of nine (9) Directors, which shall exercise all of the powers of the Corporation, except as by these Article of Incorporation or by these by-laws conferred upon or reserved to the members.

Section 2. QUALIFICATIONS AND TENURE: Directors of the Corporation shall be as follows:

• (a) Five Directors who are members receiving telephone service from the Wiggins Exchange.
• (b) One Director who is a member receiving telephone service from the Briggsdale Exchange.
• (c) One Director who is a member receiving telephone service from the New Raymer Exchange.
• (d) One Director who is a member receiving telephone service from the Grover Exchange.
• (e) One At Large Director who is a member receiving telephone service from any of the Wiggins Telephone Cooperative’s Exchanges.

At each annual meeting a number of Directors equal to the number of Directors whose terms shall have expired, shall be elected by secret ballot by and from the owners of voting membership certificates to serve for a period of three years or until their successor shall have been elected and shall have qualified.

No person shall be eligible to become or remain a Director of the Corporation who,

• (a) is not a member receiving service from the respective exchanges in the group to which he is nominated or elected, and
• (b) in any way employed by or financially interested in a business engaged in selling telephone services or supplies; in conflict or competition with the Cooperative or any of its subsidiaries; or constructing or maintaining telephone facilities other than a business operating on a cooperative non-profit basis for the purpose of furthering rural telephony.

Upon the 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 effect in any manner whatsoever the validity of any action taken at any meeting of the Board of Directors.

Section 3. NOMINATIONS: Nominations and election of Directors shall be open to the entire membership.

It shall be the duty of the Board to appoint not less than sixty (60) days before the date of the Annual Meeting at which Directors are to be elected, a nominating committee consisting of not less than one (1) member from each area from which a Director is to be elected. Three duly appointed members of the nominating committee present at a meeting of the committee shall constitute a quorum thereof. No member of the Board of Directors may serve on such committee.

The nominating committee shall prepare and post at the principal office of the Cooperative at least thirty (30) days before the Annual Meeting a list of nominations for Directors which shall include one (1) or more candidates for each position to be filled by the election. Members of the nominating committee may not vote by proxy or by mail to select nominees, however, the committee may use teleconferencing as a method to conduct the meeting.

Nothing in the foregoing shall preclude any member from voting at the annual election in person or by mail for every position that is to be filled by election.

Any ten (10) or more members acting together may make other nominations by petition not less than forty-five (45) days prior to the Annual Meeting. Except for the At Large Director, the person being nominated and the ten persons signing the petition must be members from the area from which the Director is to be elected. The At Large Director and the ten persons signing the petition can be from any of the Cooperative’s Exchanges.

The Secretary shall mail with the notice of the Annual Meeting or separately not more than thirty (30) days but not less than twenty one (21) days before the date of the Annual 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 if any, made by petition.

The ballot to be used for the election shall list the names of the candidates nominated by the committee and the names of the candidates, if any, nominated by petition. The ballots shall be mailed with the notice of the Annual Meeting. To vote the member shall mark the ballot, seal it in an envelope marked “BALLOT ENCLOSED”, and sign the envelope with the member’s (s) name and their telephone number. The BALLOT ENCLOSED envelope shall be placed in a second envelope and mailed to the Cooperative’s principal office where the Ballot Enclosed envelope will be kept unopened until given to the election committee at the Annual Meeting. Those members not voting by mail will have the opportunity to vote for Directors before the Annual Meeting.

SECTION 3(a). NO ELECTION CONTEST: If after the completion of the nomination process as described in Section 3 above, any or all of the candidates for director of the Cooperative should be running unopposed, then in that event the election for any such directorship shall be canceled and a unanimous ballot shall be automatically cast for the election of any director running unopposed.

Section 4. VACANCIES: Subject to the provision of these By-laws with respect to the removal of Directors, vacancies occurring in the board of Directors shall be filled by a majority vote of the remaining Directors for the unexpired portion of the term period, however, that in the event the vacancy is not filled by the Board within sixty days after the vacancy occurs, the members shall have the right to fill such vacancy at a meeting of the members without compliance with the foregoing provisions in respect to nominations.

Section 5. COMPENSATION: Directors, as such, shall not receive any salary for their services, but by resolution of the Board of Directors a fixed sum and expense of Directors, together with a reasonable per diem for time spent on the business of the Corporation.

Section 6. RULES AND REGULATIONS: The Board of Directors shall have the power to make and adopt such rules and regulations providing the same are not in violation of the laws of the State of Colorado and the United State of America or inconsistent with the Articles of Incorporation as it may deem advisable for the management, administration and regulation of the business and affairs of the Cooperative.

Section 7. DIRECTOR INDEMNIFICATIONS: The corporation shall, to the full extent permitted by Colorado law, indemnify any person who was or is a party or threaten to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, and whether formal proceeding, informal, by reason of the fact that he or she is or was a director or officer of the corporation. The right of indemnification shall inure to the benefit of heirs, executors, administrators, and personal representative of the director or officer.

Section 8. ACCOUNTING SYSTEM AND REPORTS: The Board of Directors shall cause to be established and maintained a complete accounting system, which shall conform to all applicable laws and rules and regulations. Monthly financial statements of the Corporation shall be presented to the Board of Directors at the regular monthly meeting of the Board of Directors. The Board of Directors shall cause an annual audit of the accounts, books and financial condition of the Cooperative to be completed as soon as possible after the close of each fiscal year, the same to be conducted by a Certified Public Accountant or other auditor acceptable to the Board of Directors and qualified to perform such audit pursuant to all government laws, rules and regulations.

ARTICLE IV
Meetings of Directors

Section 1. REGULAR MEETINGS: A regular meeting of the Board of Directors shall be held without notice other than these By-laws immediately after, and at the same place, as the annual meeting of the Members. A regular meeting of the Board of Directors shall also be held monthly at such time and at such place within the Cooperative’s Service Area or any county adjacent to it as the Board of Directors may provide by resolution. Such regular monthly meeting may be held without notice other than such resolution fixing the time and place thereof.

Section 2. SPECIAL MEETINGS: Special meeting of the Board of Directors may be called by the President or any three (3) Directors. The person or persons authorized to call special meetings of the Board of Directors may fix the time and place subject to Article IV, Section 1 for the holding of any special meeting of the Board of Directors called by them. Section 2(a). PARTICIPATION BY ELECTRONIC MEANS: Any director of the Board of Directors or any committee designated by such Board may participate in a special meeting of the Board of Directors or any meeting of a committee by means of telephone conference or similar communications equipment by which all persons participating is the meeting can hear each other at the same time. Such participation shall constitute presence in person at the meeting.

Section 3. NOTICE: Notice of the time, place, and purpose of any special meeting of the Board of Directors shall be given at least 48 hours previous thereto, in person; by telephone; by electronic mail or facsimile communications; or written notice, delivered personally. If notice is e-mailed or sent by facsimile transmission, the same shall be deemed delivered at the time that it is electronically sent. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting. In the event of an emergency situation resulting from casualty loss or destruction of Cooperative property or due to manpower and management needs, the President, or in the absence of the President, the Vice President may declare an emergency for the Cooperative and call an immediate meeting of the Board of Directors with notice to be given in such manner and form as in the discretion of the President or Vice President is sufficient in the sole and individual judgment of said officer.

Section 4. QUORUM: A majority of the Board of Directors shall constitute a quorum for the transaction of business of any meeting of the Board of Directors, provided, that if less than a majority of the Directors present may adjourn the meeting from time to time without further notice.

Section 5. MANNER ACTING: The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

ARTICLE V
Officers

Section 1. NUMBER: The officers of the Corporation shall be a President, Vice-President, Secretary, Treasurer, and such other offices deemed necessary by the Board of Directors for the management and operation of the Corporation which officers may include a Chief Executive Officer (CEO). The office of Secretary and of Treasurer may be held by the same person.

Section 2. ELECTION AND TERM OF OFFICE: The Board of Directors shall, at their first meeting held after the annual meeting of the members, elect, from the membership of the Board, a President, Vice President and Treasurer. The Board of Directors shall also, at the same meeting, elect a Secretary and such other officers as deemed necessary under Section 1 above, said officers must be members of the corporation or full time employees of the corporation, but need not be directors of the corporation. If the election of officers shall not be held at such meeting, such election shall be held at the next regular monthly meeting of the board. Each officer shall hold office until his or her successor shall have been qualified and elected subject to these by-laws.

Section 3. REMOVAL: Any Officer or Agent elected or appointed by the Board of Directors may be removed from office whenever in its judgment the best interest of the Corporation will be served thereby.

Section 4. VACANCIES: Except as otherwise provided in these By-laws, a vacancy in any office may be filled by the Board of Directors for the unexpired portion of the term.

Section 5. PRESIDENT: The President:

• (a) Shall be the principal Executive Officer of the Corporation and shall preside at all meetings of the members and of the Board of Directors.
• (b) Shall sign, with the Secretary, certificates of membership, the issue of which shall have been authorized by resolution of the Board of Directors, and may sign any deeds of trust, notes, bonds, contracts or other instruments authorized by the Board of Directors to be executed, except in cases in which the signing and execution thereof shall be expressly delegated by the Board of Directors or by these By-laws to some other Officer or Agent of the Corporation, or shall be required by law to be other wise signed or executed; and
• (c) In general, shall perform all duties incident to the office of the President and such other duties as may be prescribed by the Board of Directors from time to time.

Section 6. VICE PRESIDENT: In the absence of the President, or in the event of his inability or refusal to act, the Vice-President shall perform the duties of the President, and when so acting shall have all the power of and be subject to all the restrictions upon the President and shall perform such other duties as from time to time may be assigned to him by the Board of Directors.

Section 7. SECRETARY: The Secretary shall be responsible for:

• (a) Keeping the minutes of the members and the Board of Directors in one or more books provided for that purpose.
• (b) Seeing that all notices are fully given in accordance with these By-laws or as required by law.
• (c) Being custodian of the Corporation records and of the seal of the Corporation and seeing that the seal of the Corporation is affixed to all certificates of membership prior to the issue thereof and to all documents the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provision of these by-laws.
• (d) Keeping a register of the post office address of each member, which shall be furnished, to the Secretary by such member.
• (e) Signing with the President certificates of membership, the issue of which shall have been authorized by resolution of the Board of Directors.
• (f) Having general charge of the books of the Corporation in which a record of the members is kept.
• (g) Keeping on file at all times a complete copy of the by-laws of the Corporation containing all amendments thereto, which copy shall always be open to the inspection of any member.
• (h) Performing all duties as from time to time may be assigned to him by the Board of Directors.

Section 8. TREASURER: The Treasurer shall be responsible for:

• (a) Having charge and custody of and being responsible for all funds and securities of the Corporation.
• (b) Receiving and giving receipts for monies due and payable to the Corporation from any source whatsoever, and depositing all monies in the name of the Corporation in such financial institution(s) or investment account(s) as shall be selected in accordance with the provisions of these by-laws; and
• (c) performing all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board of Directors.

Section 9. CHIEF EXECUTIVE OFFICER (CEO): The Board of Directors may retain a manager who shall act as the Chief Executive Officer (CEO). The CEO shall perform such managerial duties as the Board of Directors may from time to time require and shall have such authority as the Board of Directors may from time to time vest in the CEO. The compensation for the CEO shall be set by the Board of Directors and the term of employment for the CEO shall be on a yearly basis, which contract shall be evidenced in writing and shall contain the general duties of the CEO/Manager and the salary therefore.

Section 10. BONDS OF OFFICERS: The Board of Directors shall require the Treasurer or any other Officer of the Corporation charged with responsibility for the custody of any of its funds or property, to give bond in such sum and with such surety as the Board of Directors may determine. The Board of Directors in its discretion may also require any other Officer, Agent, or Employee of the Corporation to give bond in such amount and with such surety, as it shall determine.

Section 11. COMPENSATION: The compensation of the Directors, Employees, or Agents shall be set by the Board of Directors. No Board member or close relative of a Board Member shall receive any compensation for serving the Board in any other capacity unless the payment and amount of compensation shall be specifically authorized by a vote of the members, unless such service by the Board Member or his/her close relative shall have been certified by the Board of Directors as an emergency measure. For the purpose of this section, close relative includes parents, husband, wife, children, grandparents, grandchildren, brothers, sisters, uncles, aunts, nephews, and nieces; by blood, by marriage, or by adoption; and spouses of the forgoing.

Section 12. REPORTS: The Officers of the Corporation shall submit at each annual meeting of the member’s reports covering the business of the Corporation for the previous fiscal year and showing the conditions of the Corporation at the close of such fiscal year.

ARTICLE VI
Non-Profit Operation

Section 1. INTEREST OR DIVIDENDS ON CAPITAL PROHIBITED: The Corporation shall at all times be operated on cooperative non-profit bases for the mutual benefit of its patrons.

Section 2. PATRONAGE CAPITAL IN CONNECTION WITH FURNISHING TELEPHONE SERVICE: In furnishing of telephone service the Corporation’s operation shall be so conducted that all patrons will through their patronage furnish capital for the Corporation. In order to induce patronage and to assure that the Corporation will operate on a non-profit basis the corporation is obligated to account on a patronage basis to all its patrons for all Patronage Sourced (as determined by IRS code section 501 (c) (12) amounts received and receivable from the furnishing of telephone service in excess of operating costs and expenses properly chargeable against the furnishing of telephone service. Non-patronage sourced revenues may be retained by the Corporation or be allocated to patrons as determined by the Board of Directors. Patronage sourced amounts in excess of operating costs and expenses at the moment of receipt by the Corporation are received with the understanding that they are furnished by patrons as capital. The Corporation is obligated to pay by credits to a capital account for each member all such amounts in excess of operating costs and expenses. The books and records of the Corporation 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 Corporation 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.

In the event of dissolution or liquidation of the Corporation payments shall be made on account of property rights of the members on a pro-ratio basis after all outstanding indebtedness of the Corporation shall have been paid. If, at any time prior to dissolution or liquidation, the Board shall determine that the financial condition of the Corporation 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 such order of priority, and upon such basis and by such method, as the Board, in its discretion, shall, from time to time, determine. In no event, however, may any such capital be retired unless after the proposed retirement, the capital of the Corporation shall equal at least forty per centum (40%) of the total assets of the Corporation or said retirement has been approved by Rural Utility Services or Its Successors.

Capital credited to the account of each patron shall be assignable only on the books of the Corporation, 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 Corporation unless the Board, acting under policies of general application, shall determine otherwise.

Not withstanding any other provision of these By-laws, the Board, at its discretion, shall have the power at any time upon the death of any patron, who was a natural person, 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 By-laws, to retire capital credited to any such patron immediately upon such terms and conditions as the Board, acting under patron’s Estate shall agree upon provided, however, the financial condition of the Corporation will not be impaired thereby.

The patrons of the Corporation, by dealing with the Corporation, acknowledged that the terms and provisions of the Articles of Incorporation and by-laws shall constitute and be a contract between the Corporation and each patron, and both the Corporation and the patrons are bound by such contract, as fully as though each patron had individually signed a separate instrument containing such terms and provisions.

Not withstanding any other provision of these By-laws, the Board of Directors, in its discretion, based upon the financial condition of the Cooperative, may authorize the payment of capital credits to the patrons/members. Any patron or former patron who fails to claim any capital credits within five (5) years after payment of the same has been made available to him or her shall constitute an abandonment of such capital credits and the same shall be canceled and reallocated according to the appropriate rules, laws, regulations, By-laws or resolutions under which the Cooperative is required to operate. The failure to claim any such payment shall include but is not limited to the failure of any such patron or former patron to cash any check tendered by the Cooperative to him or her or to otherwise make claim for payment pursuant to the notices sent or published.

For purposes of this section the five (5) year limitation shall commence on the date any such capital payment is declared to be payable by the Board.

Further, the Cooperative shall at any time during said five year period publish one (1) insertion in a newspaper circulated in the general service area of the Cooperative, the names of patrons or former patrons who have not claimed capital credits which were due and payable to them and which notice shall contain the date upon which said payments shall be considered in irrevocable assignment and gift by publication as provided herein, must be completed prior to sixty (60) days before the termination of said five year period as hereinabove described.

Anything above to the contrary not withstanding, should any member be indebted (whether delinquent or not) to the company, so much of said members capital credits to cover such an account shall be automatically assigned to the Company to secure payment of said account. If said account has not been paid in full at the time the member’s capital credits or any portion thereof are payable to the member or the member’s estate, then the company shall exercise its secured position and apply so much of the capital credits payable to the satisfaction of the above account with any remaining amount after retirement of the account to be paid to the member or the member’s estate. The company’s position as secured creditor herein, shall be prior to and superior to any other claim which any other party may have against the member’s capital credit account. The above automatic assignment shall be a continuing assignment, which is consented to by the member upon accepting membership or service from the company.

ARTICLE VII
Contracts, Checks, Deposits, and Tariffs

Section 1. CONTRACTS: Except as otherwise provided in these by-laws, the Board of Directors may authorize any Officer, or Officers, Agent or Agents to enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation, and such authority may be general or confined to specific instances.

Section 2. CHECKS, DRAFTS, ETC.: All checks, drafts, or other orders for the payments of money, and all notes and bonds of the Corporation shall be signed by such Officer or Officers, Agent or Agents, Employee or Employees in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 3. DEPOSITS: All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such financial institution(s) or investment account(s) as the Board of Directors may select.

Section 4. CHANGE IN RATES: Changes in rates and tariffs must be filed with the Public Utilities Commission of the State of Colorado and said changes shall become effective in accordance with Colorado law. Written notice shall be then given to the Administration of the Rural Utilities Service or Its Successors.

ARTICLE VIII
Membership Certificates

Section 1. CERTIFICATES: Membership in the Corporation shall be evidenced by Certificates of Membership, which shall be in such form and shall contain such provisions as shall be determined by the Board of Directors, not contrary to or inconsistent with, the Articles of Incorporation of the Corporation or these By-laws. Such certificates shall be signed by the President and by the Secretary of the Corporation and the Corporate seal shall be affixed thereto.

Section 2. LOST CERTIFICATES: In case of a lost, destroyed or mutilated certificate, a new certificate may be issued therefore upon such terms and such indemnity to the Corporation as the Board may prescribe.

ARTICLE IX
Disposition of Property

The Corporation may not sell or otherwise dispose of all or any substantial portion of the assets of the Cooperative unless such sale, or disposition is authorized by a majority vote of the members present at any regular or special meeting of the members of the Cooperative. Any regular or special meeting of the membership for the purposes of considering the sale or other disposition of all or a substantial portion of the assets of the Cooperative must contain a notice thereof and the details of any proposed sale or disposition.

The Board of directors without authorization by the membership shall have full power and authority to authorize the execution and delivery of a mortgage or mortgages on Cooperative property or the pledging or encumbering of, any or all of the Cooperative’s property, assets, rights, privileges, licenses, franchises and permits of the corporation, whether acquired or to be acquired, and wherever situated, as well as the revenues and income therefrom upon such terms and conditions as the Board shall determine in its sole discretion to be appropriate and in the best interests of the cooperative, subject only to the rules, regulations, laws, Articles of Incorporation and By-laws governing the Cooperative.

ARTICLE X
Waiver of Notice

Any member or Director may waive in writing any notice of meeting required to be given by the Articles of Incorporation, law or by these By-laws. The attendance of a member or Director at any meeting shall constitute a waiver of notice of such meeting by such member or Director, except in case a member or Director shall attend a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting has been unlawfully called or convened.

ARTICLE XI
Fiscal Year

The accounting period of this Cooperative shall be on a calendar year basis, beginning January 1 and ending December 31 of each year.

ARTICLE XII
Membership in Other Organizations

The Corporation shall not become a member of or purchase stock in any other organization without an affirmative vote of the Directors at a duly held meeting. The notice of which shall specify that action is to be taken upon such proposed membership or stock purchases.

ARTICLE XIII
Corporate Seal

The corporate seal of the Corporation shall be in the form of a circle and shall have inscribed thereon the name of the Corporation and the words “Corporate Seal, Colorado”.

ARTICLE XIV
Amendments

These by-laws may be altered, amended or replaced by the Directors at any regular or special meeting, provided the notice of such meeting shall have contained a copy of the proposed alteration, amendment or repeal. In the event that the Articles of Incorporation shall be amended to provide that the By-laws may be altered, amended or repealed by the members, the members shall thereafter have the power to alter, amend or repeal the By-laws at any regular or special meeting, provided the notice of such meeting shall have contained a copy of the proposed alteration, amendment or repeal.