RESOLVED, that Article I, Section 3 be
added (entire section is new). Unclaimed Capital Credits. Not withstanding
any other provision of the Code of Regulations, if
any member or former member fails to claim any cash retirement of capital
creditors or other payment from the Association within four (4) years after
payment of the same has been made available to member by notice or check
mailed to member at the last address furnished by member to the Association.
Such failure shall be and constitutes an irrevocable assignment and gift by
such member of such capital credit or other payment to the Association.
Failure to claim any such payment within the meaning of this section shall
include the failure by such member or former member to cash any check mailed
to him by the Association to the last address furnished by member to the
Association.
The assignment and gift provided
for under this section shall become effective only upon the expiration of
four (4) years from the date such payment was made available to such member
or former member without claim therefore and only after the further
expiration of sixty (60) days following the giving of notice by mail and
publication that unless such payment is claimed within said sixty (60) day
period, such gift to the Association shall become effective. The notice by
mail herewith provided for shall be mailed by the Association to such member
or former member at the last known address and the notice by publication
shall be two (2) consecutive insertions in a newspaper circulated in the
service area of the Association, which may be the Association Newsletter.
The sixty (60) day period following the giving of such notice shall be
deemed to terminate sixty (60) days following the last date of publication
thereof, which ever is later.
Exhibit A
CODE OF
REGULATIONS OF SHERWOOD
MUTUAL TELEPHONE ASSOCIATION, INC.
(as
of March 12, 1990)
ARTICLE I
MEMBERSHIP
Section
1. Any person (which word as used herein includes any legal entity) residing within the area of the territory served by the corporation may
become a member of the corporation upon signing such applications and
agreements as may be required by the corporation and paying the
current membership fee, provided that only one membership may be held
at any time by any person.
Section 2. The
board of trustees shall determine the kind and character of membership
certificates to be issued and the amount of the membership fee. Each membership certificate shall represent one vote which shall be
exercised by the person in whose name the certificate is
issued. Membership certificates shall not be transferable.
ARTICLE
II MEETING OF MEMBERS
Section
1. The annual meeting of the members of the corporation shall be held
at the corporation’s office at Sherwood, Ohio on the second Monday
in March of each year at such time as is designated by the board of
trustees in the notice of the meeting. If, for any reason, the
annual meeting cannot be held on said date, it shall be held as soon thereafter as possible.
Section 2.
Special meetings of the members may be called by the president or, in the
case of the president’s absence, death, or disability, the vice-president;
by the board of trustees by action at a meeting or a majority of
trustees acting without a meeting; or whenever a petition requesting
such meeting is signed by at least ten percent (10%) of the members
and presented to the secretary or to the board of trustees. The purpose of
every special meeting shall be stated in the notice thereof, and no
business shall be transacted thereat except such as is specified in
the notice.
Section 3. Notice
of meetings of members of the corporation, both regular or special,
shall be given by first class mail to each member of record, directed to the
address shown upon the books of the corporation, not less than ten
(10) nor more than sixty (60) days prior to such meeting. Such
a notice shall state the nature, time, place, and purpose of the
meeting; but no failure or irregularity of notice of any annual meeting,
regularly held, shall affect any proceedings taken thereat.
Section 4. Voting
members present and in good standing shall constitute a quorum.
No voting by proxy shall be permitted. A majority vote of said quorum
for or against an issue shall decide the matter except as to the sale
or liquidation of the corporation. In the event of a sale or
liquidation of the corporation, a majority vote of all members in
good standing shall be required to decide the issue.
Section 5. The
order of business at the regular meetings and, so far as possible, at all other meetings shall be: (a) Calling to order (b)
Proof of notice of meeting (c) Reading and action on any
unapproved minutes. (d) Presentation of financial report (e) Reports of officers and committees (f)
Election of trustees (g) Unfinished business (h)
New business (i) Adjournment
ARTICLE
III
Section 1. The
board of trustees of this corporation shall consist of (5) members, all
of whom shall be members of the corporation. At each annual meeting, the
members shall elect for a term of three (3) years, the number of
trustees whose terms of office have expired. Each trustee
shall hold the office for the term for which he is elected and until his
successor shall have been duly elected and qualified.
Section 2. If the
office of any trustee becomes vacant by reason of death, resignation,
retirement, disqualification, or otherwise, except by removal from office, a majority of the remaining trustees, though less than a quorum, shall, by
a majority vote, choose a successor, who shall hold office for the
unexpired term of said trustee.
Section 3. A majority of the board of trustees shall constitute a
quorum at any meeting of the board. The affirmative vote of the
majority of the trustees at a meeting at which a quorum is present
shall be the act of the board.
Section 4. The
board of trustees shall meet within ten (10) days after the annual election
of trustees and shall elect a president, vice-president, and a
secretary-treasurer from among themselves, each of whom shall hold
office until the next annual meeting of trustees and until the
election and qualification of his successor unless sooner removed by death,
resignation, or for cause. The board of trustees may also elect such
assistant officers as they deem advisable, as well as a general
manager, who shall have such duties as the board designates.
Compensation of officers shall be fixed by the board of trustees.
Section 5.
Officers and trustees may be removed from office in the following manner.
Any member, officer, or trustee may present charges against a trustee or
officer by filing them in writing with the secretary of the
corporation. If presented by a member, the charges must be
accompanied by a petition signed by not less than ten percent (10%) of
the members of the corporation. Such removal shall be voted on at the
next annual or special meeting of the members and shall be effective
if approved by a vote of a majority of those present and
voting. The trustee or officer against whom such charges have been presented shall be informed in writing of such charges at least twenty
(20) days prior to the meeting and shall have the opportunity at such
meeting to be heard in person or by counsel and to present
witnesses. The person or persons presenting such charges against him
shall have the same opportunity. If the removal of a trustee is
approved, such action shall also vacate any other office held by the
removed trustee in the corporation. A vacancy in the board thus
created shall immediately be filled by a vote of a majority of the members present and voting at such meeting. A vacancy in any office this
created shall be filled by the trustees from among their number so
constituted after the vacancy in the board has been filled. Any
officer may be removed at any time by a majority vote of the board of trustees,
provided that a vacancy thus created is filled at the same meeting.
ARTICLE IV
MEETINGS OF TRUSTEES
Section
1. In addition to the annual meeting referred to in Article III, the
board of trustees shall hold such regular meetings as shall be
determined by the board and special meetings upon the call of the
president or a majority of the board. No notice of regular meetings
shall be required. Special meetings can be called upon (1) day’s
written or oral notice given by the corporation’s secretary.
ARTICLE V
DUTIES OF TRUSTEES
Section 1. The
board of trustees, subject to restrictions of law, the articles of incorporation,
and these regulations, shall exercise all the powers of the
corporation and, without prejudice to or limitation upon these general
powers, shall have full power and authority with respect to the
following: (a) To approve membership applications and to
cause to be issued appropriate certificates of membership. (b)
To elect all officers and select and appoint all agents or employees of the corporation, remove such officers, agents or employees of the
corporation, prescribe such duties and designate such powers for such
officers, agents, or employees as may not be inconsistent with these
regulations, and fix their compensation. (c) To borrow
from any source money, goods, or services and to make and issue notes
and other negotiable or nonnegotiable instruments evidencing indebtedness of
the corporation; to make other instruments evidencing security
interests in the assets of the corporation; and to every act and
thing necessary to effectuate the same. (d) To prescribe,
adopt, and amend, from time to time, such equitable, uniform rules
and regulations as, in its discretion, may be deemed essential or convenient
for the conduct of the business and affairs of the corporation and
the guidance and control of its officers and employees, and to
prescribe adequate penalties for the breach thereof. (e)
To order, at least once each year, an audit of the books and accounts of the corporation by a competent public auditor or accountant. The report
prepared by such auditor or accountant shall be submitted to the
members of the corporation at their annual meeting. Copies of such
audit reports shall be submitted to such parties as may be required by other agreements. (f) To fix and alter the charges to be
paid by each member for services rendered by the corporation to the
member, including installation fees where such are deemed to be necessary
by the trustees, and to fix and alter the method of billing, time of
payment, manner of collection, and penalties for late or nonpayment
of the same. The board my establish one or more classes of
users. All charges shall be uniform and non-discriminating within
each class of users. (g) To require all officers, agents,
and employees charged with responsibility for the custody of any of
the funds of the corporation to give adequate bonds, the cost thereof to
be paid by the corporation. (h) To select one or more
banks to act as depositories of the funds of the corporation and to
determine the manner of receiving, depositing, and disbursing the funds of
the corporation and the form of check and person or persons by whom the
shall be signed, with the power to change such banks and the person
or persons signing such checks and the form thereof at will. (i)
To levy assessments against the members of the corporation in such a manner and upon such proportionate basis as the trustees deem equitable and to
enforce collection of such assessments by the suspension of service
or other legal methods.
Section 2. The
trustees shall be entitled to receive such compensation as is approved
from time to time by the corporation’s members.
ARTICLE
VI DUTIES OF OFFICERS
Section 1 -
Duties of President. The president shall preside over all meetings of
the corporation and the board of trustees, perform all acts and
duties usually performed by an executive and presiding officer, and sign
all membership certificates and such other papers of the corporation s he
may be authorized or directed to sign by the board of trustees,
provided the board of trustees may authorize any person to sign any
or all checks, contracts, and other instruments in writing on behalf
of the corporation. The president shall perform such other duties as
may be prescribed by the board of trustees.
Section 2 - Duties of
Vice-President. In the absence, death, or disability of the
president, the vice-president shall perform the duties of the
president; provided, however, that in case of death, resignation, or
disability of the president, the board of trustees may declare the
office vacant and elect his successor.
Section 3 - Duties of
the Secretary-Treasurer. The secretary-treasurer shall keep a
complete record of all meetings of the corporation and of the board
of trustees and shall have general charge and supervision of the books and
records of the corporation. The secretary-treasurer shall
attest the president’s signature on all membership certificates and
other papers pertaining to the corporation unless otherwise directed by the
board of trustees. He shall serve, mail, or deliver all notices
required by law and by these regulations and shall make a full report
of all matters and business pertaining to his office to the members at the annual meeting or at such time or times as the board of trustees may
require. He shall keep the corporate seal and membership
certificate records of the corporation, complete and attest all certificates
issued, and affix said corporate seal to all papers requiring same. He
shall keep a proper membership certificate record showing the name of
each member of the corporation and date of issuance, surrender,
termination, cancellation, or forfeiture. He shall make all reports
required by law and shall perform such other duties as may be required of
him by the corporation or the board of trustees. Upon the
election of his successor, the secretary- treasurer shall turn over
to him all books and other property belonging to the corporation that
he may have in his possession. He shall also perform such duties with
respect to the finances of the corporation as may be prescribed by
the board of trustees.
ARTICLE
VII INDEMNIFICATION
Section
1. Each person who is or has been a trustee or officer of this
corporation, and his heirs, executors, and administrators, shall be
indemnified by the corporation against all reasonable costs and
expenses actually and necessarily incurred by him and against all
liabilities incurred by him or imposed upon him in connection with any
pending or threatened action, suit, or proceeding, criminal or civil,
to which he is or may be made a party by reason of his being or
having been a trustee or officer of the corporation or by reason of
an act or omission to act as a trustee or officer of the corporation,
including, but not limited to, amounts paid in settlement of any such
asserted liability, action, suit, or proceeding; provided, however,
that in the event of a settlement of any such asserted liability,
action, suit, or proceeding, such trustee or officer shall be indemnified
only to such extent as shall be approved by a court of competent
jurisdiction or by a resolution duly adopted by a majority of the
board of trustees not involved in the matters in question and,
provided further, that the corporation shall not indemnify any such trustee
or officer for any costs and expenses incurred by him or liability
imposed upon him in relation to matters as to which he shall be
finally adjudged in any action, suit, or proceeding to be liable for
negligence or misconduct in the performance of this duty as a trustee or
officer of the corporation and the board of trustees by resolution
adopted by a majority of their number makes such other determinations
as are specified in Section 1702.12(E) of the Ohio Revised
Code. The foregoing right of indemnification shall not be exclusive,
but shall be in addition to any other rights to which any trustee or
officer may be entitled as a matter of law.
ARTICLE VIII
AMENDMENTS
Section
1. These regulations may be repealed or amended by a vote of a
majority of the members present at any annual meeting of the
corporation or at any special meeting of the corporation called for
that purpose.
