SECTION 1. General Powers
The business and affairs of the Corporation shall be managed by a board of ten (10) directors and one director for each Class C member up to a maximum of four (4) Class C directors which shall exercise all the powers of the Corporation except as are by law, the articles of incorporation or these bylaws, conferred upon or reserved to the members.
SECTION 2. Election and Tenure of Office
With the exception of Class C directors, all directors shall be elected by secret ballot at each annual meeting by and from the members of the Corporation. The Class C directors shall be appointed by the Class C member’s board of directors and shall have three (3) year terms. Ten (10) directors shall be elected with staggered terms of one (1), two (2) and three (3) years. Campbell, Crook, Johnson, Sheridan and Weston counties shall have an equal number of directors on the board at all times. All directors shall be elected for three (3) year terms, except those who may be elected to fill unexpired terms. If an election of directors shall not be held on the day designated herein for the annual meeting or at any adjournment thereof, the board of directors shall cause the election to be held at a special meeting of the members or at the next regular annual meeting. If the election is delayed until the next regular annual meeting, the term of each qualified director shall be extended one (1) year for each year the election is delayed. With the exception of Class C directors all other directors shall be elected by a plurality vote of the members present by proxy or in person at the Annual Meeting.
SECTION 3. Qualifications
A nominee for a Powder River Energy Corporation director position must meet the following qualifications:
(1) Must reside within the service territory of the county from which he/she is elected. However, members taking service outside the counties of Campbell, Crook, Johnson, Sheridan or Weston shall be deemed to be a member of and within the area served by the county closest to the nearest meter serving the members’ residence;
(2) Must be a member receiving electric energy from the corporation;
(3) May not be in any way employed by or have a substantial financial interest in a competing enterprise or a business selling electric energy or supplies to the Corporation.
Upon establishment of the fact that a director is holding office in violation of any of the fore- going provisions, the board of directors shall remove the 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 of directors.
A director from a Class C member must be a member of the board of directors of the Class C member.
SECTION 4. Nominations
It shall be the duty of the board of directors to appoint, not less than ninety (90) days before the date of the meeting of the members at which directors are to be elected, a committee on nominations consisting of two (2) members from each county holding an election. No member of the board of directors may serve on the committee. The committee, keeping in mind the principle of geographical representation, shall prepare and post at the principal office of the Corporation at least sixty (60) days before the meeting a list of nominations for directors, which may include a greater number of candidates than are to be elected. Any twenty-five (25) or more members residing within the service territory in the county from which a candidate for director is to be elected may make nominations by petition at the principal office of the Corporation not less than forty (40) days prior to the meeting and the secretary-treasurer shall cause all nominations to be promptly posted at the same place where the list of nominations made by the committee is posted. The secretary-treasurer shall also cause to have mailed with the notice of meeting or separately but at least seven days before the date of the meeting, a statement of the number of directors to be elected and the name and ad- dresses of the candidates, specifying separately, the nominations made by the committee on nominations and also, the nominations made by petition, if any.
SECTION 5. Removal of Directors by Members
Any member may bring charges against a director and, by filing with the secretary-treasurer the charges in writing together with a petition signed by at least five percent (5%) of the members may request the removal of a director by reason thereof. Director(s) shall be in- formed in writing of the charges at least ten (10) days prior to the meeting of the members at which the charges are to be considered and shall have the opportunity at the meeting to be heard in person or by counsel and to present evidence in respect of the charges; and the person or persons bringing the charges against him/her shall have the same opportunity. The question of the removal of a director shall be considered and voted upon at the meeting of the members.
SECTION 6. Vacancies
A vacancy occurring in the board of directors shall be filled by the affirmative vote of a majority of the remaining directors for the unexpired portion of the term. A Class C director vacancy shall be filled by appointment from the Class C board of directors.
SECTION 7. Compensation
Directors shall not receive any salary for their services as directors, except that by resolution of the board of directors, a fixed sum may be allowed for each day, or portion thereof, spent on Corporation business. If authorized by the board of directors, board members may also be reimbursed for expenses actually and necessarily incurred in carrying out Corporation business.
SECTION 8. Removal of Director by Directors
A director may be removed by action of the remaining Board of Directors if the director to be removed has missed three (3) consecutive board meetings or failed to attend seventy- five percent (75%) of all board meetings during any one (1) calendar year. In the event of a vacancy occurring pursuant to this provision the vacancy shall be filled pursuant to Article IV, Section 6 of these bylaws.