Details for BIG HORN RURAL ELECTRIC COMPANY

Updated

BIG HORN RURAL ELECTRIC COMPANY

Big Horn Rural Electric Company does hereby provide notice that at the regularly scheduled board meeting on April 29, 2020 one of the purposes of the meeting is to consider proposed amendments to the bylaws. A summary of the proposed amendments are as follows:

Article I – Adding General Provisions related to governing law, a Useage section to explain common rules of bylaws interpretation, and consolidating, clarifying, and streamlining various sections pertaining to membership procedures, rights, and obligations.

Article II – Clarifying, updating, and streamlining certain language regarding member meetings and member voting, conforming Quorum requirements to current state law, adding voting may be done by mail or electronically, adding additional method for member to revoke a proxy appointment, and providing for member notices to be sent electronically.

Article III – Clarifying language for Director qualifications, streamlining and consolidating various provisions, adding the duty of “loyalty” to the Director’s standard of care.

Article IV – Streamlining and clarifying provisions governing board meetings and director voting.

Article V – Clarifying the process for electing officers, clarifying and streamlining other sections related to officers and their duties, and updating the indemnification clause to be consistent with current state law.

Articles VI-IX – Generally streamlining and clarifying language. No substantial substantive changes.

Article XI – Amendments to conform bylaws to current state law regarding disposition and pledging of property, and distribution of surplus assets upon dissolution.

Article XII – Adding the title “Savings Clause” and clarifying terms.

Article XIV – Adding a statement that failure to follow parliamentary procedure does not, in and of itself, invalidate action taken by the Board of Directors.

Article XVI – Conforming amendment procedure to current state law, allowing amendments by the Board of Directors with proper notice to members.

Due to the concern for the health of our members and the need for social distancing recommended to decrease the spread of the coronavirus, Big Horn has set up a phone conference call in number wherein any member may call in and listen to the discussion and be able to ask questions. The period of time for the call in has been scheduled from 10:30am to 11:30am on April 29, 2020. The phone number to call is 1-866-899-4679 and enter Access Code 257-880-581 to access the conference. If you have any problems accessing the conference you may call the office at 1-307-568-2419. A copy of the bylaws noting the full changes can be obtained by going to Big Horn’s website at www.bighornrea.com and then locating “Bylaw Changes” on the home page. You may also request a copy to be mailed to you by contacting the office at 1-307-568-2419.

Publish: March 26, April 2, 9, 16 and 23, 2020

Legal No. 4409

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