Annual Meetings

Annual Membership Meetings

Announcing 2021 Annual Meeting
Make plans now to attend Ozark Border Electric Cooperative’s 83rd Annual Membership Meeting.  This year’s annual meeting will be Friday, August 6, 2021 and will be held at the Ozark Border Electric Cooperative headquarters in Poplar Bluff, Missouri.  The format will be a drive-thru style like last year.  Be sure to watch for more information in the upcoming issues of the Rural Missouri magazine.  The only changes we are planning are to expand from four to five lanes for voting and registering, and to have all traffic exit thru the back of the property.  See the maps below for details.

Directions

Directions

Proposed Bylaw Changes

There will be two proposed bylaw changes presented to the members at this year’s annual meeting.

The first is in Article III – Meeting of Members, Section 1 – Annual Meeting.  The proposed change would allow Ozark Border to conduct registration and voting related to the Annual Meeting at multiple locations leading up to the meeting date.  The intent is to allow members easier and more convenient access to the voting and registration process.

ARTICLE III
Meeting of Members

SECTION 1. Annual Meeting. The Annual Meeting of the members shall be held at such time and at such place within the area served by the Cooperative, as selected by the Board and which shall be designated in the notice of the meeting, for the purpose of electing board members, passing upon reports for the previous fiscal year and transacting such other business as may come before the meeting.

To the extent authorized by the Board, however, and subject to guidelines and procedures adopted by the Board, voting for each matter submitted to a vote of the Members at the Annual Meeting may be held on multiple days and at multiple locations within the area served by the Cooperative leading up to the Annual Meeting. The Board may elect to use such voting technology as is easily and economically available, provided that voting shall only occur in a manner which: (1) permits the Cooperative to verify that each Person participating in the Meeting is a Member; and (2) permits each Member only one vote upon each matter submitted to a vote of the Members at the Annual Meeting.

Failure to hold the Annual Meeting at the designated time shall not work a forfeiture or dissolution of the Cooperative.
Beginning with the year 1972, the annual meeting of the members shall be held at such time and at such place within the area served by the Cooperative, as selected by the board and which shall be designated in the notice of the meeting, for the purpose of electing board members, passing upon reports for the previous fiscal year and transacting 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 meeting. Failure to hold the annual meeting at the designated time shall not work a forfeiture or dissolution of the Cooperative.

SECTION 2. Special Meetings. Special meetings of the members may be called by resolution of the board, or upon a written request signed by any three board members, by the President, or by ten percentum or more of all the members, 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 the members may be held at any place within the Cooperative service area as designated by the board and shall be specified in the notice of the special meeting.

SECTION 3. Notice of Members’ Meetings. Written or printed notice stating the place, day and hour of the meeting and, in case of a special meeting or an annual meeting at which business requiring special notice is to be transacted, the purpose or purposes for which the meeting is called, shall be delivered not less than ten days nor more than twenty-five days before the date of the meeting, either personally or by mail, by or at the direction of the Secretary, or upon a default in duty by the Secretary, by the persons calling the meeting to each member. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the member at his address as it appears on the records of the Cooperative, with postage thereon prepaid. The failure of any member to receive notice of an annual, or special meeting of the members shall not invalidate any action which may be taken by the members at any such meeting.

SECTION 4. Quorum. Two percent (2%) of the first Two Thousand (2,000) members and One Percent (1%) of the remaining members, participating in person at the Annual Meeting or by participating in the voting as allowed by these Bylaws, shall constitute a quorum for the transaction of business at all meetings of the members. If less than a quorum is present at any meeting, a majority of those present in person may adjourn the meeting from time to time without further notice. The registration records of the members present at each meeting shall be retained for a period of three years from the date of the meeting. Two percent (2%) of the first Two Thousand (2,000) members and One Percent (1%) of the remaining members, present in person shall constitute a quorum for the transaction of business at all meetings of the members. If less than a quorum is present at any meeting, a majority of those present in person may adjourn the meeting from time to time without further notice. The registration records of the members present at each meeting shall be retained for a period of three years from date of meeting.

SECTION 5. Voting. Only members are allowed to vote on any matter submitted to a vote at a meeting of the members. Each member, whether individual or joint, shall have only one vote upon each matter submitted to a vote at a meeting of the members. All questions shall be decided by a majority vote of the members voting except as otherwise provided by law, the articles of incorporation or these bylaws. Voting by proxy shall not be permitted. Each member shall be entitled to only one vote upon each matter submitted to a vote at a meeting of the members. All questions shall be decided by a vote of a majority of the member voting thereon in person except as otherwise provided by law, the articles of incorporation or these bylaws. Voting by proxy shall not be permitted.

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, except as otherwise determined by the members at such meeting:

  1. Report on the number of members present in person in order to determine the existence of a quorum.
  2. Reading of the notice of the meeting and proof of the due publication or mailing thereof, or the waiver or waivers of notice of the meeting, as the case may be.
  3. Reading of unapproved minutes of previous meetings of the members and the taking of necessary action thereon.
  4. Presentation and consideration of reports of officers, trustees and committees.
  5. Election of board members.
  6. Unfinished business.
  7. New business.
  8. Adjournment.

Summary:

A “yes” vote will amend the Ozark Border Electric Cooperative bylaws to clearly allow the Board of Directors of the Cooperative to allow the Annual Meeting to be held over multiple days and at multiple locations to allow Members to vote in a more convenient location and fashion.

A “no” vote will not amend the Ozark Border Electric Cooperative bylaws and will require the Annual Meeting to be held on a single day and at a single location.

If passed, this measure will be expected to be revenue neutral.

The second is in Article V – Meetings of Board.  This proposed change would add a new section, Section 5 – Remote Participation at Meetings.  This proposed change would allow the board of directors of Ozark Border to hold a meeting and conduct the business of the cooperative remotely in the event of certain emergencies.

Article V, Section 5. Remote Participation at Meetings. The Board is required to act in a timely manner to address the service needs of the members and the business requirements of the Cooperative. To that end, where expedited action is required of the Board during storms, other emergency conditions, and for important business issues, the Board must have the ability to make critical decisions without undue delay in order to prevent harm to the members and Cooperative. In order to ensure that the Board has a process in place to protect the members and Cooperative in certain emergency circumstances, a Director shall be authorized to participate at a regular Board meeting, special Board meeting, or committee meeting by means of telephone or video conference which permits the Director to hear and be heard during any such meeting. Such participation shall constitute attendance at said meeting and shall count toward a quorum provided that there is either:
(a) The declaration of a state of emergency by the President of the United States or the Governor of the State of Missouri for all or a part of Cooperative’s service area, or the President of the Board of Directors declares that emergency conditions exist in all or a part of the Cooperative’s service area, and a Board member determines, with the consent of the President of the Board of Directors, that the weather, infrastructure, or other conditions prevents the Director from safely travelling to the scheduled meeting; or,
(b) The President of the Board of Directors determines, after a survey of the Directors, that a quorum cannot be established for a scheduled meeting that is required in order for the Cooperative to take action to meet a deadline established by federal, state, or local laws or regulations, or where action must be taken to meet a deadline on a business matter that would cause meaningful financial or other harm to the Cooperative or the members if the deadline was missed; and A written notation explaining the justification authorized by Section 5 (a) or (b) for any remote participation by a Director shall be placed in the minutes of any meeting where remote participation was undertaken and the notation “BY REMOTE PARTICIPATION” shall be placed next to the name of the Director in the roll call section of the minutes of the meeting.

Summary:

A “yes” vote will amend the Ozark Border Electric Cooperative bylaws to clearly allow the Board of Directors of the Cooperative to hold a meeting by Zoom or other remote participation platform in certain emergency circumstances.

A “no” vote will not amend the Ozark Border Electric Cooperative bylaws and will make it difficult for the Board to meet in a timely fashion during pandemic or other emergencies.

If passed, this measure will be expected to be revenue neutral.

As with last year’s annual meeting, voting for candidates and proposed bylaw changes will be conducted electronically in a drive-thru format at the cooperative headquarters in Poplar Bluff.