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• By Laws

Energy Co-op of Vermont By Laws

Our by laws describe how the Energy Co-op is organized and governed for the benefit of its members.

• You may download the by laws as a printable PDF document. Click the Adobe icon at the right if you don't already have Acrobat Reader.
• You may read them here. See below.

ARTICLE I: ORGANIZATION

Section 1.1 - Name. The name of the organization is Vermont Consumers' Energy Cooperative, dba Energy Co-op of Vermont. top

Section 1.2 - Purposes. The purposes for which the Cooperative is formed are:

1. to facilitate the distribution of energy resources, including, but not limited to, propane, fuel oil, kerosene, natural gas and electricity, so as to increase the buying power and reduce the financial burdens of energy consumption on the patrons of the Cooperative, with specific recognition of low-income persons;
2. to increase the ability of the patrons of the Cooperative, including those of low income, to participate more effectively in, and benefit from, the changing energy marketplace;
3. to facilitate the provision of energy efficiency and energy conservation services, including but not limited to the installation or use of renewable resources, so as to reduce the financial burdens of energy consumption on the patrons of the Cooperative, with specific recognition of low-income persons;
4. to facilitate the provision of home services related to comfort, health and safety, telecommunication and home automation to the patrons of the Cooperative; and
5. to conduct such other lawful activities as are permitted to be conducted by a cooperative association under the laws of the State of Vermont. The Cooperative shall be operated exclusively on a cooperative and nonprofit basis for the primary and mutual benefit of its owners as patrons of its goods and services. top

Section 1.3 - Nondiscrimination. The Cooperative shall not discriminate on the basis of race, nationality, religion, age, gender, sexual orientation, political affiliation, disability or other arbitrary basis. top

Section 1.4 - Principal office. The principal office of the Cooperative shall be located at 73 Prim Road, Suite 3, Colchester, Vermont 05446, until changed by the Board of Directors. top

ARTICLE II: OWNERSHIP

Section 2.1 - Eligibility and admission. Ownership in the Cooperative (sometimes referred to as "membership") shall be voluntary and open to any person who meets the qualifications of a class of ownership set forth in Section 2.2 below, who is within the service area of the Cooperative, whose purpose in seeking ownership is to use the services of the Cooperative, and who is willing to accept the responsibilities of ownership. Applicants will be admitted to ownership upon submitting required information and making a required payment towards the purchase of a common share, which payment may vary between classes of ownership. The share purchase obligation may be waived as to low-income persons. In case of doubtful eligibility, ownership shall be subject to approval by the Board. By obtaining ownership in the Cooperative the owner shall thereby agree to be bound by the Articles of Incorporation and these bylaws, including any amendments subsequently adopted. top

Section 2.2 - Classes of ownership. Ownership shall be of three classes:

1. Individuals and households ("consumer owners");
2. businesses that are operated on a cooperative or nonprofit basis ("business owners"); and
3. individuals and households who are members of designated organizations with which the Cooperative has an affiliation agreement ("organizational owners").

Unless the context requires otherwise, use of the term "owner" or "ownership" in these bylaws without further qualification shall include owners of all classes. top

Section 2.3 - Rights. Each owner shall be entitled to make purchases from the Cooperative on terms generally available to owners or to classes of owners. Each owner shall be entitled to receive a copy of articles of incorporation and these bylaws either on the website of the Cooperative or upon request. Each owner who has attained the age of majority shall be entitled to participate in the governance of the Cooperative as set forth in these bylaws. top

Section 2.4 - Responsibilities. Each owner shall make an annual payment towards the purchase of a common share in an amount determined by the Board of Directors and shall purchase goods or services from the Cooperative on at least an annual basis. An owner who becomes delinquent in meeting the share purchase requirement to an extent determined by the Board, or who fails to patronize the Cooperative over a period of one year, shall be placed into inactive status. The voting and other participation rights of such owner shall then be suspended. An owner in inactive status may attain good standing only upon full payment of all arrearages. References herein to the rights and entitlements of owners shall be understood to refer only to owners in good standing. top

Section 2.5 - Nontransferability. Ownership rights and interests may not be transferred except to the Cooperative. Any attempted transfer contrary to this section shall be wholly void and shall confer no rights on the intended transferee. top

Section 2.6 - Access to information. Owners shall be provided reasonably adequate and timely information as to the organizational and financial affairs of the Cooperative. Subject to the procedures and limitations set forth in Title 11B, Chap. 16, V.S.A., owners shall be provided access to records and reports of the Cooperative at reasonable times and for a proper purpose. top

Section 2.7 - Settlement of disputes. In any dispute between the Cooperative and any of its owners or former owners which cannot be resolved through informal negotiation, it shall be the policy of the Cooperative to prefer the use of mediation whereby an impartial mediator may facilitate negotiations between the parties and assist them in developing a mutually acceptable settlement. No party with a grievance against the other shall have recourse to litigation until the matter is submitted to mediation and attempted to be resolved in good faith. top

Section 2.8 - Termination. Ownership may be terminated voluntarily by an owner at any time upon notice to the Cooperative. Moving out of the service area of the Cooperative shall be considered a voluntary termination. Ownership may be terminated involuntarily only for cause by the Board, provided such person is accorded not less than fifteen days within which to respond to the charges either in person or in writing. Upon termination of ownership, all rights and interests in the Cooperative shall cease except for rights to redemption of capital funds pursuant to Articles VII and VIII of these bylaws. Termination of ownership shall not relieve the owner from any obligations or commitments incurred prior to the time of termination. top

ARTICLE III: MEETINGS OF OWNERS

Section 3.1 - Annual meeting. An annual meeting of owners shall be held at least once each year to review the activities and finances of the Cooperative, to elect directors, and to conduct such other business as may properly come before the meeting. top

Section 3.2 - Special meetings. Special meetings of owners may be called by the Board and shall be called by the Secretary as soon as practicable upon receipt of one or more petitions signed by fifty owners or five percent of all owners, whichever is lesser, such petitions stating any proper business to be brought before the meeting. top

Section 3.3 - Time and place of meetings. The date, time and place of all meetings of owners shall be determined by the Board or, in the event that the Board fails to so act, by the Secretary. Meetings shall, as far as may be practicable, be held at a time and place convenient to owners. top

Section 3.4 - Notice. Written notice of the time, date, place and the matters to be voted upon at any meeting of owners shall be mailed to each owner not less than twenty days (or not less than thirty days if notice is provided other than by first class mail) nor more than sixty days before the date of the meeting. Any business conducted at a meeting of owners other than that specified in the notice of the meeting shall be of an advisory nature only. top

Section 3.5 - Record dates. Unless otherwise determined by the Board, only persons who are owners at the close of business on the business day immediately preceding the date of distribution of notices shall be entitled to notice of any meeting of owners and to vote at such meeting. top

Section 3.6 - Quorum. The presence in person or by ballot at the opening of the meeting of fifty owners or five percent of all owners, whichever is lesser, shall be necessary and sufficient to constitute a quorum for the transaction of business at any meeting of owners. top

Section 3.7 - Voting. At all meetings of owners, each owner shall have one and only one vote on each issue submitted to a vote of owners. Voting by proxy or by class of ownership shall not be permitted. Unless otherwise required by law or by these bylaws, issues shall be decided by having received a majority of votes cast or, in the case of more than two candidates for a single position or more than two options on a single issue, by having received the greatest number of votes cast. Meetings of owners shall be conducted generally in a manner that is consistent with parliamentary procedure. top

Section 3.8 - Written ballots. The Board may authorize written ballots to be submitted by mail, or by electronic means, in conjunction with a meeting of owners. In such case, ballots, together with a brief statement of the qualifications of each candidate for available director positions or the text or a full description of any other issue for decision, shall be included in the notice of the meeting to which they relate. Such notice shall also indicate the time by which a ballot must be received by the Cooperative in order to be counted. The results of the balloting shall be reported to owners at the meeting or by any other reasonable means. top

Section 3.9 - Issues submitted by owners. Notices of a meeting of owners shall include any proper issues submitted by petition of fifty owners or five percent of all owners, whichever is lesser. Petitions must be received at the Cooperative not less than forty-five days before the date of the meeting at which they are to be presented to a vote of owners. top

ARTICLE IV: BOARD OF DIRECTORS

Section 4.1 - Powers and duties. Except as to matters reserved to owners by law or by these bylaws, the business and affairs of the Cooperative shall be managed under the direction of the Board of Directors (sometimes referred to in these bylaws as "the Board"). The powers and duties of the Board shall include, but not be limited to, setting policy, engaging management and monitoring and evaluating its performance, overseeing the operations of the Cooperative, establishing budgets and fiscal controls, maintaining communication with owners and ensuring that the purposes of the Cooperative are properly carried out. top

Section 4.2 - Number and qualifications. The Board shall consist of nine individuals. All directors shall be owners in good standing and shall not be employees of the Cooperative or have any overriding conflict of interest with the Cooperative. The Board of Directors may impose other qualifications, such as length of ownership, on prospective members. top

Section 4.3 - Nominations, election and terms. Directors may be nominated by the Board, or by petitions signed by at least twenty owners and submitted to the Cooperative at least seventy-five days before the date of the annual meeting. There shall be no endorsements of nominees on ballots or other voting materials. Directors shall be elected by owners at the annual meeting. Periodically as may be necessary, directors shall be elected for specific one, two, or three year terms in order to assure that no more than three terms expire in each year. At other times directors shall be elected for terms of three years. Directors shall hold office until their successors are elected or until their offices are terminated sooner in accordance with these bylaws. top

Section 4.4 - Compensation and reimbursement. Directors may be compensated for their services as directors only as approved at a meeting of owners. Directors shall be reimbursed for actual and reasonable expenses incurred in connection with business of the Cooperative. top

Section 4.5 - Standards of conduct. Directors shall be responsible at all times for discharging their duties in good faith, with the care that an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner that they reasonably believe to be in the best interests of the Cooperative. top

Section 4.6 - Contracts for profit. During her or his term of office, a director shall not be a party to a contract for profit with the Cooperative differing in any way from the business relations accorded each owner or upon terms differing from those generally current among owners. top

Section 4.7 - Conflicts of interest. Directors shall be under an affirmative duty to disclose their perceived, actual or potential conflicts of interest in any matter under consideration by the Board. Directors having such an interest may not participate in the decision or discussion of the matter. top

Section 4.8 - Indemnification. The Cooperative shall indemnify its current and former directors as required by, and may indemnify its current directors as permitted by, state law and its Articles of Incorporation. Indemnification payments shall be made on a priority basis but only in such increments and at such times as will not jeopardize the ability of the Cooperative to pay its other obligations as they become due. Any indemnification payment or advance of expenses shall be reported to owners in writing with or before the notice of the next meeting of owners. top

Section 4.9 - Committees. The Board may create standing or special committees to advise the Board or to exercise such authority as the Board shall designate. Members of all committees shall be appointed by the Board and may be removed or replaced by the Board whenever the best interests of the Cooperative would thereby be served. The creation of a committee and the appointment of members to it must be approved by a majority of all directors then in office. To exercise any authority of the Board a committee must be composed exclusively of directors and may take action only upon reasonable notice to all of its members and a quorum of at least three persons. An executive committee shall include the Chair, Secretary and Treasurer. No committee shall operate to relieve the Board of any of its legal responsibilities in the oversight of the Cooperative. top

Section 4.10 - Termination. The term of office of a director may be terminated prior to its expiration in any of the following ways:

1. voluntarily by a director upon notice to the Cooperative;
2. automatically upon termination of ownership in the Cooperative;
3. by action at a meeting of owners whenever the best interests of the Cooperative would thereby be served, or
4. for cause by the Board provided such person is accorded an adequate opportunity to respond to the charges either in person or in writing. A director who is absent from two consecutive Board meetings, unless excused by the Board for good cause, shall be presumed to have resigned. top

Section 4.11 - Vacancies. Any vacancy among directors occurring between annual meetings may be filled by the Board until the next annual meeting of owners. top

ARTICLE V: MEETINGS OF THE BOARD

Section 5.1 - Convening. The Board of Directors may determine the times and places of regular meetings. Special meetings may be called by the Chair and shall be called by the Secretary upon request of any three directors. Meetings of the Board shall be held no less frequently than once in each calendar quarter. top

Section 5.2 - Notice. Regular meetings shall require no notice other than the resolution of the Board, it being the responsibility of absent directors to inquire as to the time of further scheduled meetings. Special meetings shall require written or oral notice to all directors. Written notice shall be delivered at least five days before the date of the meeting and oral notices shall be given in person or by a telecommunications device at least forty-eight hours before the time of the meeting. top

Section 5.3 - Quorum and voting. The presence in person of a majority of directors shall be necessary and sufficient to constitute a quorum for the transaction of business at any meeting of the Board. Unless otherwise required by law or by these bylaws, decisions at meetings of the Board shall be made by majority vote of those present. Meetings of the Board shall be conducted generally in a manner that is consistent with parliamentary procedure. top

Section 5.4 - Telephone conferences. A meeting of the Board may be conducted by means of a telephone conference or other communications equipment whereby all persons participating can hear each other at the same time. Participation by such means shall constitute presence in person at such a meeting. Telephone conferences shall not be used for the purpose of excluding owners. top

Section 5.5 - Action without a meeting. Any action required or permitted to be taken at a meeting of the Board may be taken without a meeting if the action is assented to by all directors, and such assent is evidenced in writing and filed with the minutes of meetings. Action by consent may not be used for the purpose of excluding owners. top

Section 5.6 - Open meetings. Meetings of the Board and all committees shall be open to owners, except that sessions of a meeting may be closed as to matters of a confidential or sensitive nature. Such closed sessions shall be for purposes of discussion only, and no decisions shall be made in closed session. Owners may otherwise be excluded only for cause. top

ARTICLE VI: OFFICERS

Section 6.1 - Designation and qualifications. The principal officers of the Cooperative shall consist of Chair, Vice-Chair, Secretary, and Treasurer. The Board may combine the two latter offices and designate the combined office as that of Secretary-Treasurer. The Board may designate other officers or assistant officers. All principal officers shall be directors. top

Section 6.2 - Election, terms and removal. Officers shall be elected by the Board at its first meeting following the annual meeting of owners. Officers shall serve for terms of one year or until election of their successors. Officers may be removed and replaced by the Board at any time whenever the best interests of the Cooperative would thereby be served. top

Section 6.3 - Duties. In addition to signing or attesting to formal documents on behalf of the Cooperative as authorized by the Board, officers shall have the following duties and such additional duties as are determined by the Board:

1. The Chair shall be responsible for presiding over all meetings of owners and the Board, coordinating the activities of the Board, presenting the annual report to owners described in section 9.2 below, and performing the acts and duties usually performed by a presiding officer;
2. The Vice-Chair shall be responsible for carrying out the duties of the Chair in the event of the Chair's absence, and for such other duties as the Board may prescribe;
3. The Secretary shall be responsible for the recording and keeping of adequate minutes of all meetings of owners and of the Board, overseeing the issuance of notices required under these bylaws, and authenticating records of the Cooperative; and
4. The Treasurer shall oversee the maintenance of financial records and controls and the filing of required reports and returns, and shall present financial reports on a periodic basis as determined by the Board. top

ARTICLE VII: CAPITAL STOCK

Section 7.1 - Issuance and terms. Common shares shall only be issued to, and may only be held by, persons who are eligible for and admitted to ownership in the Cooperative. Shares need not be evidenced by certificates. Common shares shall be entitled to no dividend or other monetary return on investment, shall not be transferable or assignable to any person other than the Cooperative, and may not be pledged or hypothecated. The voting rights of such shares shall consist exclusively of the voting rights accorded owners in these bylaws. Owners may be assessed for additional capital needs of the Cooperative upon approval by the Board of Directors. Common shares shall be redeemed only upon liquidation of the Cooperative. top

ARTICLE VIII: PATRONAGE DIVIDENDS

Section 8.1 - Distribution obligation. The realized net earnings of the Cooperative attributable to the patronage of owners shall be allocated and distributed among owners in proportion to their patronage in such a manner and at such a time as to constitute patronage dividends within the meaning of federal income tax law. Any qualified written notice of allocation shall be accompanied by a qualified check which includes the required consent legend. If the Cooperative's operations encompass more than one allocation unit, such units shall be netted into a single allocation unit unless otherwise necessitated for reasons of equity. top

Section 8.2 - Reductions. Any distributable net earnings of such a nominal amount as not to justify the expenses of distribution may, as determined by the Board, be excluded from distribution. Net earnings may be reduced by such reasonable reserves for necessary business purposes as is determined by the Board. A patronage dividend to which owners are entitled may be waived in whole or in part by vote of owners. top

Section 8.3 - Deferred amounts. Payment of a portion of patronage dividends, not to exceed eighty percent of the allocation, may be deferred for the reasonable capital needs of the Cooperative, as determined by the Board. Such amounts shall be credited to revolving capital accounts in the names of recipient owners and shall accrue no dividend or other monetary return on capital. Patronage credits may be redeemed when determined by the Board to be no longer needed for capital purposes, except that redemptions shall be payable only to persons who are then owners or become so within a six-month period of time. Deferred patronage dividends may also be redeemed under compelling circumstances as determined by the Board. They shall be subject to being offset by amounts otherwise due and payable to the Cooperative and by assessments resulting from tax audit adjustments. top

Section 8.4 - Net losses. No portion of a net operating loss realized by the Cooperative shall be allocated to owners. The patronage portion of such losses shall be carried forward to offset patronage income of subsequent years. The nonpatronage portion of such losses shall be carried back and forward to offset nonpatronage income of prior and subsequent years as required or permitted under federal income tax law. top

ARTICLE IX: FISCAL MATTERS

Section 9.1 - Fiscal year. The fiscal year of the Cooperative shall begin on the first day of July in each year and end on the last day of June of the succeeding year. top

Section 9.2 - Accountability. Financial statements of the Cooperative for each fiscal year shall be audited or reviewed by an independent public accountant selected by the Board of Directors. The Cooperative shall prepare and submit at its annual meeting an annual report containing the name of the Cooperative, its principal place of business, a general statement of its business operations during the fiscal year, the amount of capital stock paid for and the number of shareholders, the total expenses of operation, and the amount of its assets and liabilities. top

ARTICLE X: INTERPRETATION AND AMENDMENT OF BYLAWS

Section 10.1 - Interpretation. Consistent with governing law and the Cooperative's Articles of Incorporation, the Board of Directors may make and enforce reasonable interpretations of these bylaws. top

Section 10.2 - Severability. In the event that any provision of these bylaws is determined to be invalid or unenforceable under any statute or rule of law, then such provision shall be deemed inoperative to such extent and shall be deemed modified to conform with such statute or rule of law without affecting the validity or enforceability of any other provision of these bylaws. top

Section 10.3 - Amendment. These bylaws may be amended or repealed only at a meeting of owners, provided that the proposed amendments are stated or fully described in the notice of the meeting at which the amendments are to be adopted. top

Enacted per Board Resolution of 08/19/10 and by a vote of the Co-op membership, 09/21/10.

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